FLOWERS FOODS INC
For the period ended May 23, 2024. Filed Apr 9, 2024.
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May 23, 2024 · Filed Apr 9, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
☒ Filed by the registrant
☐ Filed by a party other than the registrant
Check the appropriate box:
☐
Preliminary Proxy Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒
Definitive Proxy Statement
☐
Definitive Additional Materials
☐
Soliciting Material Pursuant to ss.240.14a-12
FLOWERS FOODS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
☒
No fee required
☐
Fee paid previously with preliminary materials
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
TABLE OF CONTENTS
LETTER FROM OUR CHAIRMAN
AND CHIEF EXECUTIVE OFFICER
| | | | Dear Fellow Shareholders: I am proud of what our team accomplished in 2023. Their hard work, combined with initiatives to drive growth, resulted in record sales. Those results, despite the challenging economic and inflationary environment, underscore the strength of our leading brands. We expect to improve upon this performance through continued execution on our four strategic priorities — developing our team, focusing on brands, prioritizing margins, and pursuing smart M&A. We added new talent at the executive and board level and restructured operational responsibilities at our bakeries to drive operating efficiencies and enhance execution of our sales strategy. We also invested in innovation and marketing to further our brands’ competitive advantage. Our portfolio strategy, whereby we aim to transition a greater portion of our sales to higher-margin branded retail products, combined with efficiency initiatives, is driving margin expansion. Additionally, we successfully closed on the Papa Pita Bakery acquisition, and we are seeking other deals across the baked foods category that could add new revenue streams. We remain focused on the significant longer-term opportunities we see ahead of us, filling in white space in geographic and product adjacencies, while leveraging innovation to push into new categories. We think the best way to capitalize on those opportunities is by continuing to strengthen our brands organically and through M&A, with a focus on meeting additional consumer needs by developing new and differentiated products that expand our addressable market. I have never been more confident in our long-term potential, and I look forward to building on our strong base throughout 2024. We are pleased to invite you to attend our annual meeting of shareholders on May 23, 2024 at 11:00 a.m., Eastern Time, via the Internet at http://www.virtualshareholdermeeting.com/FLO2024. During the annual meeting, in addition to the items of business, our senior management team will respond to questions from shareholders. Your vote is important to us and to our business, and we will make a $1 charitable donation to Boys & Girls Clubs of America for every shareholder account that votes. We encourage you to vote using telephone or Internet voting prior to the annual meeting, so that your shares of Flowers Foods common stock will be represented and voted at the annual meeting even if you cannot attend. If you elected to receive paper copies of the proxy materials by mail, you may vote by signing, dating and mailing the proxy card in the envelope provided. On behalf of our entire organization, thank you for your continued support. A. Ryals McMullian Chairman and Chief Executive Officer | |
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| | 2024 PROXY STATEMENT / FLOWERS FOODS, INC. | | | 2 | |
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TABLE OF CONTENTS
NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS
| | | | May 23, 2024 11:00 a.m. Eastern Time | | | | | Live webcast at www.virtualshareholdermeeting.com/FLO2024 | |
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| Items of Business | | | Board’s Recommendation | | |||||
| 1. | | | Elect as directors of the company the 12 nominees identified in this proxy statement, each to serve for a term of one year. | | | | | FOR EACH DIRECTOR-NOMINEE | |
| 2. | | | Vote on an advisory resolution to approve the compensation of the company’s named executive officers, commonly referred to as a “Say on Pay” vote. | | | | | FOR | |
| 3. | | | Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Flowers Foods, Inc. for the fiscal year ending December 28, 2024. | | | | | FOR | |
The shareholders will also transact any other business that may properly come before the annual meeting and any adjournment or postponement of the annual meeting.
| Who May Vote | | | | | |
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| Only record holders of issued and outstanding shares of our common stock at the close of business on March 19, 2024 are entitled to notice of, and to vote at, the annual meeting. A list of such shareholders will be available at our principal executive offices in Thomasville, Georgia until the annual meeting, and during the annual meeting on the meeting website. The proxy statement and the accompanying form of proxy are being furnished to the shareholders of Flowers Foods, Inc. on or about April 9, 2024 in connection with the solicitation of proxies by the board of directors for use at the annual meeting. | | | | April 9, 2024 Flowers Foods, Inc. 1919 Flowers Circle Thomasville, Georgia 31757 By order of the Board of Directors, Stephanie B. Tillman Chief Legal Counsel and Corporate Secretary | |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 23, 2024:
Flowers Foods, Inc.’s 2024 proxy statement and 2023 annual report are available atwww.proxyvote.com.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.