| 2016-10-21 |
股东大会：
将于2016-11-03召开股东大会
会议内容 ▼▲
- 1. Business Combination Proposal — To consider and vote upon a proposal to adopt the Master Transaction Agreement, dated as of July 5, 2016 (as it may be amended from time to time, the “Master Transaction Agreement”), by and among the Company, Homer Merger Sub, Inc., a wholly-owned subsidiary of the Company (“Company Merger Sub”), AP Hostess Holdings, L.P. (“AP Hostess LP”), Hostess CDM Co-Invest, LLC (“Hostess CDM Co-Invest”), CDM Hostess Class C, LLC (“CDM Hostess” and, together with AP Hostess LP and Hostess CDM Co-Invest, the “Selling Equityholders”), and AP Hostess LP, in its capacity as the sellers’ representative thereunder (in such capacity, the “Sellers’ Representative”), a copy of which is attached to this proxy statement as Annex A, and approve the transactions contemplated thereby, including, (i) the mergers of: (A) Hostess Management, LLC, a Delaware limited liability company owned, directly or indirectly, by certain of the Selling Equityholders and certain members of Hostess’ management, with and into Hostess Holdings, L.P., a Delaware limited partnership owned, directly or indirectly, by certain of the Selling Equityholders (“Hostess Holdings”), with Hostess Holdings continuing as the surviving entity (the “Management Merger”); (B) Company Merger Sub with and into AP Hostess Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of AP Hostess LP (“AP Hostess Holdings”), with AP Hostess Holdings continuing as the surviving entity (the “Subsidiary Merger”); and (C) immediately thereafter, AP Hostess Holdings with and into the Company, with the Company continuing as the surviving entity (the “Company Merger” and, together with the Management Merger and the Subsidiary Merger, the “Mergers”); and (ii) the purchase by the Company of certain of the limited partnership interests in Hostess Holdings held by certain of the Selling Equityholders (the “Purchase” and, together with the Mergers and the other transactions contemplated by the Master Transaction Agreement, the “Business Combination”);
2. NASDAQ Proposal — To consider and vote upon a proposal to approve, for purposes of complying with applicable NASDAQ listing rules, the issuance of more than 20% of the Company’s issued and outstanding common stock in connection with the Business Combination, the Private Placement (as defined below) and the Executive Chairman Employment Agreement entered into with Mr. C. Dean Metropoulos;
3. Charter Amendment Proposals — To consider and act upon five separate proposals to amend the Company’s current certificate of incorporation to:
provide for the classification of our board of directors (our “Board”) into three classes of directors with staggered terms of office and to make certain related changes;
authorize an additional 40,000,000 shares of common stock, which would consist of (i) establishing 50,000,000 shares of a newly designated class of Class B Common Stock of the Company, par value $0.0001 per share (the “Class B Stock”), in order to provide for our “Up-C” structure, which allows certain of the Selling Equityholders to continue to hold their ownership interest in Hostess in a tax efficient manner, and (ii) decreasing the post-combination company’s shares of Class F Common Stock, par value $0.0001 per share (the “Class F Stock”) from 20,000,000 shares to 10,000,000 shares;
change the stockholder vote required to amend certain provisions of the post-combination company’s proposed certificate of incorporation and bylaws;
elect not to be governed by Section 203 of the DGCL and, instead, include a provision in our certificate of incorporation that is substantially similar to Section 203 of the DGCL, but excludes The Gores Group LLC, an affiliate of our sponsor, Gores Sponsor LLC (our “Sponsor”), Apollo Global Management, LLC (“Apollo”), Hostess CDM Co-Invest, CDM Hostess and Mr. C. Dean Metropoulos, each of their successors, certain affiliates and each of their respective transferees from the definition of “interested stockholder,” and to make certain related changes
provide for certain additional changes, including changing the post-combination company’s corporate name from “Gores Holdings, Inc.” to “Hostess Brands, Inc.,” providing that certain transactions are not “corporate opportunities” and that certain persons, including the Selling Equityholders and their affiliates, are not subject to the doctrine of corporate opportunity, and eliminating certain provisions specific to our status as a blank check company, which our Board believes are necessary to adequately address the needs of the post-combination company, subject to approval by our stockholders at the Special Meeting.
4. Director Election Proposal — To consider and vote upon a proposal to elect seven directors to serve staggered terms on our Board until the 2017, 2018 and 2019 annual meeting of stockholders, respectively and until their respective successors are duly elected and qualified;
5. Incentive Plan Proposal — To consider and vote upon a proposal to approve the Hostess Brands, Inc. 2016 Equity Incentive Plan, a copy of which is attached to this proxy statement as Annex L, including the authorization of the initial share reserve under the Incentive Plan and also for purposes of complying with Section 162(m) of the Internal Revenue Code of 1986, as amended;
6. Ratification Proposal — To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016
7. Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the NASDAQ Proposal or the Charter Amendment Proposals. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Business Combination Proposal, the NASDAQ Proposal or the Charter Amendment Proposals.
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