FLOWERS FOODS INC
For the period ended May 23, 2024. Filed Apr 9, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 23, 2024 · Filed Apr 9, 2024
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Contents
Proxy Summary
PROXY SUMMARY
This summary highlights certain information in this proxy statement. We recommend that you carefully review the entire proxy statement before voting.
2024 Annual Meeting of Shareholders
Date and Time: Thursday, May 23, 2024 at 11:00 a.m., Eastern Time
Location: www.virtualshareholdermeeting.com/FLO2024
Record Date: March 19, 2024
Voting Matters and Board Recommendations
| · Proposal · · · Board Recommendation · · · Page Reference (For More Detail) · | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| | Election of 12 Director-Nominees | | | | | FOR each Director-Nominee | | | 12 | |
| | Advisory Vote to Approve Named Executive Officer (“Named Executive”) Compensation | | | | | FOR | | | 37 | |
| | Ratification of Appointment of Independent Registered Public Accounting Firm | | | | | FOR | | | 66 | |
| | 2024 PROXY STATEMENT / FLOWERS FOODS, INC. | | | 5 | |
|---|
Business Highlights
| Our Strategic Priorities | | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | |||||||||||||
| | | | | | | | | | | ||||
| Develop Our Team Invest in our team to drive portfolio optimization through brand growth, innovation and enhanced capabilities | | | | Focus on Brands Pursue targeted innovation and marketing to enhance relevancy and opportunistically grow share | | | | Prioritize Margins Orienting asset base to higher margin products, reducing network complexity and enhancing profitability | | | | Pursue Smart M&A Pursue disciplined, strategic M&A in grain-based foods that enhance portfolio, margin profile, and broaden geographic reach | |
| Long-Term Goals | | ||||||
|---|---|---|---|---|---|---|---|
| GROW SALES BY | | | GROW EBITDA BY | | | GROW EARNINGS PER SHARE BY | |
| 1% to 2% | | | 4% to 6% | | | 7% to 9% | |
| annually | | | annually | | | annually | |
| (excluding any future acquisitions) | | | (excluding any future acquisitions) The company defines EBITDA as earnings before interest, taxes, depreciation and amortization. | | | (includes potential impact of future acquisitions and share repurchases) | |
| Financial Highlights from the 52-Week Fiscal 2023 | | ||||||
|---|---|---|---|---|---|---|---|
| SALES | | | DILUTED EARNINGS PER SHARE | | | ADJUSTED DILUTED EARNINGS PER SHARE* | |
| | | ||||||
| $5.091B | | | $0.58 | | | $1.20 | |
| NET INCOME | | | ADJUSTED NET INCOME* | | | ADJUSTED EBITDA* | |
| | | ||||||
| $123.4M | | | $256.3M | | | $501.7M | |
Adjusted diluted earnings per share, adjusted net income and adjusted EBITDA differ from the measures reported under U.S. generally accepted accounting principles (“GAAP”). See Appendix A for definitions and a reconciliation of non-GAAP financial measures to the nearest financial measure reported under GAAP. Earnings are net income.
| | 2024 PROXY STATEMENT / FLOWERS FOODS, INC. | | | 6 | |
|---|
Corporate Responsibility
At Flowers Foods, we recognize our responsibility to uphold the company’s founding values, which for more than 100 years have centered on working ethically, responsibly, and with integrity. We actively seek opportunities to make a positive difference for our team, consumers, environment, and the communities we serve.
Our primary areas of focus are climate/energy, logistics, water, and waste; worker health and safety; diversity, equity and inclusion; food safety and quality; health and wellness; and charitable giving and volunteerism.
Our most recent Corporate Responsibility Report provides details about our efforts and is available at www.flowersfoods.com/corporate-responsibility.
Under our ESG oversight structure, the board of directors retains ultimate oversight of the company’s ESG and Corporate Responsibility-related risks and priorities and delegates to its committees oversight of various ESG-related topics, as reflected in the committee charters.
In connection with our strong founding values, management — at the direction and subject to the oversight of our board of directors and its committees — oversees the prioritization of ESG topics that impact our business and stakeholders and the focus of our Corporate Responsibility strategy and reporting. For more information relating to ESG oversight, please see “Corporate Governance — ESG Oversight.”
| | Corporate Governance Highlights | | |||
|---|---|---|---|---|---|
| | Independence | | | • 11 of 12 director-nominees are independent • Independent presiding director • Fully independent board committees | |
| | Board Accountability | | | • Annual election of directors • Majority voting standard in uncontested election of directors • Shareholder ability to act by written consent and call special meeting | |
| | Board Evaluation and Effectiveness | | | • Annual board and committee self-evaluations • Annual independent director evaluation of the CEO | |
| | Board Refreshment | | | • Balance of new and experienced directors, with tenure of independent director-nominees averaging 9.2 years • Added 5 new independent directors since the beginning of 2020 • Average age of independent director-nominees is 65.5 years | |
| | Director Engagement | | | • Corporate governance guidelines limit director membership on other public company boards • Shareholder ability to contact directors | |
| | Director Access | | | • Significant interaction with senior management team through regular business reviews and board presentations • Directors have access to senior management and other employees • Directors have the ability to hire outside experts and consultants as they deem necessary | |
| | Clawback and Anti- Hedging Policies | | | • Multiple clawback policies for incentive compensation • Anti-hedging policy for executives and outside directors | |
| | Share Ownership | | | • Robust stock ownership guidelines for directors and executive officers • CEO required to hold shares equivalent to 6x base salary • Other executive officers are required to hold shares equivalent to 3x to 1x base salary based on salary grade • Non-employee directors required to hold shares equivalent to 6x the annual board retainer | |
| | 2024 PROXY STATEMENT / FLOWERS FOODS, INC. | | | 7 | |
|---|
Director-Nominees
| | Name | | | Age | | | Director Since | | | Independent | | | Committee Memberships | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | A. Ryals McMullian Chairman and Chief Executive Officer of Flowers Foods, Inc. | | | 54 | | | 2019 | | | No | | | — | |
| | Thomas C. Chubb, III Chairman, Chief Executive Officer and President of Oxford Industries, Inc. | | | 60 | | | 2020 | | | Yes | | | • Compensation and Human Capital Committee • Nominating/Corporate Governance Committee (Chair) | |
| | Edward J. Casey, Jr. Former Executive Chairman of J&J Worldwide Services, Inc. | | | 66 | | | 2020 | | | Yes | | | • Compensation and Human Capital Committee • Nominating/Corporate Governance Committee | |
| | George E. Deese Retired Chairman and Chief Executive Officer of Flowers Foods, Inc. | | | 78 | | | 2004 | | | Yes | | | — | |
| | Rhonda O. Gass Vice President and Chief Information Officer of Stanley Black & Decker, Inc. | | | 60 | | | 2016 | | | Yes | | | • Audit Committee • Finance Committee | |
| | Brigitte H. King Global Chief Digital Officer of Colgate-Palmolive Company | | | 54 | | | 2023 | | | Yes | | | • Audit Committee • Finance Committee | |
| | Margaret G. Lewis Former President of Hospital Corporation of America’s Capital Division | | | 70 | | | 2014 | | | Yes | | | • Compensation and Human Capital Committee (Chair) • Nominating/Corporate Governance Committee | |
| | W. Jameson McFadden CEO and Senior Portfolio Manager of Wellington Shields & Co. | | | 42 | | | 2021 | | | Yes | | | • Audit Committee • Finance Committee | |
| | Joanne D. Smith Executive Vice President & Chief People Officer of Delta Air Lines, Inc. | | | 65 | | | 2023 | | | Yes | | | • Audit Committee • Finance Committee | |
| | James T. Spear Retired Executive Vice President and Chief Financial Officer of Cadence Health | | | 69 | | | 2015 | | | Yes | | | • Audit Committee (Chair) • Finance Committee | |
| | Melvin T. Stith, Ph.D. Former Interim President, Norfolk State University; Dean Emeritus, Whitman School of Management, Syracuse University | | | 77 | | | 2004 | | | Yes | | | • Compensation and Human Capital Committee • Nominating/Corporate Governance Committee | |
| | C. Martin Wood III Partner of Wood Associates; Retired Senior Vice President and Chief Financial Officer of Flowers Foods, Inc. | | | 80 | | | 2001 | | | Yes | | | • Audit Committee • Finance Committee (Chair) | |
| | 2024 PROXY STATEMENT / FLOWERS FOODS, INC. | | | 8 | |
|---|
2023 Executive Compensation
| | Summary of Our Compensation Practices | | |||||||
|---|---|---|---|---|---|---|---|---|---|
| | Practices We Have Adopted | | | | | | | Practices We Do Not Engage In | |
| | Pay evaluated with reference to a reasonable range around the size-adjusted 50th percentile of market data Long-term incentives that are primarily performance-based for Named Executives Multiple performance measures used in incentive plans Capped incentive payouts Clawback policies Stock ownership guidelines for executives and outside directors and share retention requirements for executives Moderate change of control severance arrangements Double-trigger equity vesting upon a change of control Annual review of tally sheets by the compensation and human capital committee Incentives that are risk-mitigated through plan design and administration Compensation and human capital committee comprised solely of independent directors Independent compensation consultant who reports directly to the compensation and human capital committee Anti-hedging policy for executives and outside directors | | | | | | | Employment agreements Dividend equivalents on unearned performance-based restricted stock units Income tax gross-ups Excise tax gross-ups on change of control severance Backdating or repricing of stock options Pension credited service for years not worked Significant employee/director perquisites | |
| | 2024 PROXY STATEMENT / FLOWERS FOODS, INC. | | | 9 | |
|---|
Mix of Compensation Opportunity
The objectives of our executive compensation program are accomplished through a balance of pay components that are competitive with market practice and place considerable emphasis on performance-based compensation. The information below should be read in connection with the explanatory information under “Executive Compensation — Executive Compensation Generally — Mix of Compensation Opportunity,” and is qualified in its entirety by reference to such information.
| | 2023 EXECUTIVE TOTAL COMPENSATION MIX* | |
|---|
Amounts in the pie charts above were determined based on year-end base salary rate, target annual incentive award value annualized based on the target annual incentive percentage opportunity as of year end, and target long-term incentive award value.
| | 2024 PROXY STATEMENT / FLOWERS FOODS, INC. | | | 10 | |
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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.