FLOWERS FOODS INC filed this DEF 14A on Apr 11, 2023

                      FLOWERS FOODS, INC. | 2023 PROXY STATEMENT

TABLE OF CONTENTS

Proxy Summary

Annual Meeting and Voting Information

Directors and Corporate Governance

Share Ownership

Executive Compensation

Audit Committee Report

Items to be Voted on

Additional Information

Appendices

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.

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                      FLOWERS FOODS, INC. | 2023 PROXY STATEMENT

ANNUAL MEETING AND VOTING INFORMATION

WHAT IS THE PURPOSE OF THE ANNUAL MEETING?

At the annual meeting, shareholders will:

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. In addition, Flowers Foods’ senior management team will report on the performance of the company and respond to questions from shareholders.

HOW DO I ATTEND THE ANNUAL MEETING?

This year’s annual meeting will be a virtual meeting of the shareholders conducted via live webcast. The meeting will be followed by management remarks and a question and answer session. All shareholders of record on March 21, 2023 are invited to participate in the meeting. We have structured our virtual meeting to provide shareholders the same rights as if the meeting were held in person, including the ability to vote shares electronically during the meeting and ask questions in accordance with the rules of conduct for the meeting.

To attend the meeting please visit www.virtualshareholdermeeting.com/FLO2023. To participate in the annual meeting, you will need the 16-digit control number included on your notice or in your proxy card. If you are the beneficial owner of shares held in street name, you may contact your bank, broker or other record holder if you have questions about obtaining your 16-digit control number; instructions should also be provided on the notice or voting instruction form provided by your bank, broker or other record holder.

Shareholders may submit questions in advance of the annual meeting at www.proxyvote.com by clicking the “Submit Questions” tab no later than 24 hours before the meeting. To submit questions through www.proxyvote.com, you will need to log in with the 16-digit control number included on your proxy card, voting instruction form or notice of internet availability of proxy materials previously received. Questions pertinent to annual meeting matters may be answered during the annual meeting, subject to time constraints. Questions that are substantially similar may be grouped and answered once to avoid repetition.

Additional information regarding the rules of conduct and other materials for the virtual annual meeting, including the list of our shareholders of record, will be available during the meeting on the meeting website.

If you have any technical difficulties or any questions regarding the virtual meeting website, please call the support team at the numbers listed on the log-in screen. If there are any technical issues in convening or hosting the meeting, we will promptly post information to our Investors website, https://www.flowersfoods.com/investors, including information on when the meeting will be reconvened.

Electronic entry to the meeting will begin at 10:45 a.m. Eastern Time, and the meeting will begin promptly at 11:00 a.m. Eastern Time.

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TABLE OF CONTENTS

Proxy Summary

Annual Meeting and Voting Information

Directors and Corporate Governance

Share Ownership

Executive Compensation

Audit Committee Report

Items to be Voted on

Additional Information

Appendices

HOW DOES THE BOARD OF DIRECTORS RECOMMEND THAT I VOTE ON EACH PROPOSAL?

The board of directors recommends that you vote:

WHAT IS A PROXY?

A proxy is your legal designation of another person to vote the shares of Flowers Foods common stock you own as of the record date for the annual meeting. If you appoint someone as your proxy in a written document, that document is also called a proxy or a proxy card. We have designated three of our executive officers as proxies for the annual meeting. These three officers are A. Ryals McMullian, our president and chief executive officer, R. Steve Kinsey, our chief financial officer and chief accounting officer, and Stephanie B. Tillman, our chief legal counsel.

ARE THE PROXY MATERIALS AVAILABLE ELECTRONICALLY?

Yes. Under SEC rules and regulations, Flowers Foods is making this proxy statement and its 2022 annual report available to its shareholders electronically on the Internet at www.proxyvote.com. On or about April 11, 2023, we mailed to our shareholders a notice (the “Notice”) containing instructions on how to access this proxy statement and our 2022 annual report online. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Rather, the Notice instructs you on how to access and review all of the important information contained in this proxy statement and our 2022 annual report on the Internet. The Notice also instructs you on how you may submit your proxy vote over the Internet.

If you received a Notice by mail but would like to receive a printed copy of this proxy statement and our 2022 annual report, please follow the instructions contained on the Notice.

WHO CAN VOTE?

To be eligible to vote, you must have been a shareholder of record of the company’s common stock at the close of business on March 21, 2023, which is the record date for the annual meeting. There were 211,826,570 shares of our common stock outstanding and entitled to vote on the record date.

HOW MANY VOTES DO I HAVE?

You are entitled to one vote on each of the 11 director-nominees, and one vote on each other matter to be voted upon at the annual meeting, for each share of common stock you held on the record date for the annual meeting. For example, if you owned 100 shares of our common stock on the record date, you would be entitled to 100 votes for each of the 11 director-nominees and for each other matter to be voted upon at the annual meeting.

HOW DO I VOTE?

You can vote in the following ways:

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                      FLOWERS FOODS, INC. | 2023 PROXY STATEMENT

By executing and returning your proxy (either by returning the proxy card or by submitting your proxy electronically by the Internet or telephone or during the annual meeting), you appoint A. Ryals McMullian, R. Steve Kinsey and Stephanie B. Tillman to represent you at the annual meeting and to vote your shares at the annual meeting in accordance with your voting instructions. The Internet, telephone, and virtual annual meeting voting procedures are designed to authenticate shareholder identities, allow shareholders to give voting instructions, and confirm that shareholders’ instructions have been recorded properly. Any shareholder voting by Internet, telephone, or during the annual meeting should understand that there may be costs associated with electronic access, like usage charges from Internet access and telephone or cable service providers, that must be paid by the shareholder.

IF I AM A REGISTERED SHAREHOLDER, WHAT IF I DO NOT GIVE ANY INSTRUCTIONS ON A PARTICULAR MATTER DESCRIBED IN THIS PROXY STATEMENT WHEN VOTING BY MAIL?

Registered shareholders should specify their choice for each matter on the proxy card. If no specific instructions are given, proxies that are signed and returned will be voted:

CAN I CHANGE MY VOTE AFTER I HAVE MAILED MY PROXY CARD OR AFTER I HAVE AUTHORIZED THE VOTING OF MY SHARES BY INTERNET OR TELEPHONE?

Yes. You can change your vote and revoke your proxy at any time before the polls close at the annual meeting by doing any one of the following things:

HOW DO I VOTE MY 401(k) SHARES?

If you participate in the Flowers Foods, Inc. 401(k) Retirement Savings Plan (the “401(k) Plan”) and you received the Notice, you may vote by the Internet or telephone as previously described in this proxy statement. If you elect to receive your proxy materials by mail, you may vote by completing and signing the enclosed proxy card and promptly mailing it in the enclosed postage-paid envelope. In addition, if you received a Notice by mail but would like to receive a printed copy of this proxy statement and our 2022 annual report, please follow the instructions contained on the Notice. By voting, you will direct Great- West Trust Company, LLC, as trustee of the 401(k) Plan (the “Trustee”), how to vote the shares of Flowers Foods common stock allocated to your account. Any unvoted or unallocated shares will be voted by the Trustee in the same proportion on each proposal as the Trustee votes the shares of common stock credited to the 401(k) Plan participants’

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TABLE OF CONTENTS

Proxy Summary

Annual Meeting and Voting Information

Directors and Corporate Governance

Share Ownership

Executive Compensation

Audit Committee Report

Items to be Voted on

Additional Information

Appendices

accounts for which the Trustee receives voting instructions from the 401(k) Plan participants. The number of shares you are eligible to vote is based on the number of shares of Flowers Foods common stock in your account on the record date for the annual meeting.

CAN I VOTE IF MY SHARES ARE HELD IN “STREET NAME” BY A BANK, BROKER OR OTHER RECORD HOLDER?

If your shares of Flowers Foods common stock are held in “street name” by a bank, broker or other record holder, you will receive instructions from the registered holder that you must follow in order for your shares to be voted for you by that bank, broker or other record holder. Internet and telephone voting are offered to shareholders who own their shares of Flowers Foods common stock through certain banks and brokers.

The election of directors (Proposal I), the advisory vote on the compensation of the Named Executives (Proposal II), the advisory vote on the frequency of future advisory votes to approve the compensation of the Named Executives (Proposal III), and the vote on the approval of the amendment and restatement of the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (Proposal IV) are considered non-discretionary matters under applicable New York Stock Exchange (“NYSE”) rules. A broker or other nominee cannot vote without instructions on non-discretionary matters, and therefore there may be broker “non-votes” on Proposal I, Proposal II, Proposal III and Proposal IV. The ratification of the appointment of our independent registered public accounting firm for the fiscal year ending December 30, 2023 (Proposal V) is considered a discretionary matter under applicable NYSE rules, and a broker or other nominee may (but is not required to) vote “FOR” Proposal V without instructions. Accordingly, it is important that you follow the voting instructions sent to you by the registered holder of your shares held in “street name” if you want your vote to be counted.

HOW WILL ABSTENTIONS BE TREATED?

Abstentions will be counted as present in determining whether the quorum requirement is satisfied, but will not be included in vote totals and will not affect the outcome of the vote with respect to Proposals I, II, III, IV and V.

WHAT CONSTITUTES A QUORUM?

The holders of at least a majority of the shares of our common stock entitled to vote at the annual meeting are required to be present in person or represented by proxy to constitute a quorum for the transaction of business at the annual meeting. Abstentions and broker “non-votes” will be counted as present in determining whether the quorum requirement is satisfied. The aggregate number of votes cast by all shareholders present in person or represented by proxy at the annual meeting, whether those shareholders vote for or against the proposals, and the total number of votes cast for each of these proposals will be counted for purposes of determining whether the proposals have been approved by the shareholders.

WHAT IF A QUORUM IS NOT PRESENT AT THE MEETING?

If a quorum is not present at the scheduled time of the annual meeting, we may adjourn or postpone the annual meeting until a quorum is present. The time and place of the adjourned or postponed annual meeting will be announced at the time the adjournment or postponement is taken, and, unless such adjournment or postponement is for more than 120 days, no other notice will be given. An adjournment or postponement will not affect the business that may be conducted at the annual meeting.

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                      FLOWERS FOODS, INC. | 2023 PROXY STATEMENT

WHAT VOTE IS REQUIRED FOR EACH MATTER TO BE VOTED UPON AT THE ANNUAL MEETING?

HOW WILL BROKER “NON-VOTES” BE TREATED?

Broker “non-votes” will be counted as present in determining whether the quorum requirement is satisfied but will not be included in vote totals and generally will not affect the outcome of the vote. A “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a proposal because the nominee has not received instructions from the beneficial owner and does not have discretionary power to vote.

In order for your shares to be voted on all matters presented at the annual meeting, including the election of directors, we urge all shareholders whose shares are held in street name by a bank, broker or other record holder to provide voting instructions to the bank, broker or other record holder.

WILL ANY OTHER BUSINESS BE CONDUCTED AT THE ANNUAL MEETING OR WILL OTHER MATTERS BE VOTED ON?

At this time, the board of directors does not know of any other business to be brought before the annual meeting, but if any other business is properly brought before the annual meeting, the persons named as proxies, Messrs. McMullian and Kinsey and Ms. Tillman, will exercise their judgment in deciding how to vote or otherwise act at the annual meeting with respect to that matter or proposal.

WHERE CAN I FIND THE VOTING RESULTS FROM THE ANNUAL MEETING?

We will report the voting results from the annual meeting on a Current Report on Form 8-K, which we expect to file with the SEC on or before June 1, 2023.