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Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 12, 2018, Hostess Brands, Inc., through its indirect wholly-owned subsidiary, Hostess Brands, LLC (the “Company”), entered into an employment agreement with Andrew P. Callahan to serve as the Company’s President and Chief Executive Officer (the “Employment Agreement”). The Employment Agreement provides that Mr. Callahan is entitled to a sign-on equity grant of restricted stock units, non-qualified stock options and performance share units (“PSUs”) with an aggregate grant date value of $2,700,000 (collectively, the “Sign-On Equity Awards”), subject to the
terms and conditions of the Company’s 2016 Equity Incentive Plan.
On August 1, 2018, the Company and Mr. Callahan entered into an amendment to the Employment Agreement (the “Amendment”) and issued the Sign-On Equity Awards. The Amendment provides for revisions to the vesting terms of the PSUs and the performance criteria applicable thereto. The PSUs shall vest as follows: 50% shall be subject to vesting on May 7, 2020 based upon the Company’s achievement of the applicable performance goal during the two-year performance
period beginning on May 7, 2018 and ending on May 7, 2020, and 50% of which shall be subject to vesting on May 7, 2021 based upon the Company’s achievement of the applicable performance goal during the three-year performance period beginning on May 7, 2018 and ending on May 7, 2021 (each, a “PSU Vesting Date”), subject to the Compensation Committee’s certification following the applicable performance period of the extent to which the performance goal has been satisfied, and, except as otherwise provided by the Amendment, subject further to Mr. Callahan’s continued employment with the
Company through the applicable PSU Vesting Date.
The foregoing description of the Employment Agreement and the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Employment Agreement, filed as Exhibit 10.1 hereto and incorporated by reference herein, and the Amendment, filed as Exhibit 10.1 hereto and incorporated by reference herein.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
