8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 29, 2019 (May 23, 2019)

FLOWERS FOODS, INC.

(Exact name of registrant as specified in its charter)

Georgia	1-16247	58-2582379
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1919 Flowers Circle, Thomasville, GA		31757
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (229) 226-9110

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	FLO	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Board of Directors

As previously announced, on May 23, 2019, Amos R. McMullian, chairman emeritus of Flowers Foods, Inc. (the “Company”) and a director of the Company since 2001, and Allen L. Shiver, president, chief executive officer, and a director of the Company since 2013, retired from their respective positions with the Company, in each case effective as of the Company’s 2019 Annual Meeting of Shareholders (the “2019 Annual Meeting”).

Executive Officers

On May 23, 2019, the Company announced several key appointments consistent with the Company’s management succession plan.

Effective May 23, 2019, the Company appointed Bradley K. Alexander, president of the Fresh Packaged Bread Business Unit, as its chief operating officer. Mr. Alexander, 60, has held various positions with the Company, including president of Flowers Bakeries, from 2008 to 2014, executive vice president and chief operating officer, from 2014 to 2017, and president of the Fresh Packaged Bread Business Unit, since 2017. With this new appointment, Mr. Alexander will oversee the Company’s two business units (Fresh Packaged Bread and Snacking/Specialty), Supply Chain, and Sales and will be responsible for driving the execution of the Company’s strategic initiatives. Also effective May 23, 2019, the Company’s Board of Directors (the “Board”) approved the following changes to Mr. Alexander’s compensation as a result of his promotion: (i) Mr. Alexander’s annual base salary will increase to $550,000; and (ii) Mr. Alexander’s target bonus percentage under the Company’s 2019 Annual Executive Bonus Plan (the “Bonus Plan”) will be 80% of his base salary.

Effective May 23, 2019, the Company appointed H. Mark Courtney, senior vice president of retail accounts, as its president of the Fresh Packaged Bread Business Unit. Mr. Courtney, 58, has held various positions with the Company, including senior vice president of sales, from 2008 to 2017, and senior vice president of retail accounts, since 2017. With this new appointment, Mr. Courtney will be responsible for driving innovation, growth, and profitability across the Company’s key core and growth brands, which include Nature’s Own, Wonder, Dave’s Killer Bread, and Canyon Bakehouse. Also effective May 23, 2019, the Board approved the following changes to Mr. Courtney’s compensation as a result of his promotion: (i) Mr. Courtney’s annual base salary will increase to $375,000; and (ii) Mr. Courtney’s target bonus percentage under the Bonus Plan will be 60% of his base salary.

The Company also announced that Stephen R. Avera, chief legal counsel, will retire at the end of the year after 33 years of service. The Company has appointed Stephanie B. Tillman, vice president, chief compliance officer, and deputy general counsel, as its chief legal counsel, effective January 1, 2020. Ms. Tillman, 48, has served as vice president, chief compliance officer, and deputy general counsel, since 2011. Ms. Tillman’s compensation in connection with her appointment as chief legal counsel has not been determined at this time. The Company will file an amendment to this Current Report on Form 8-K disclosing such information when it has been determined.

Messrs. Alexander and Courtney and Ms. Tillman have no familial relationships or related party transactions with the Company that would require disclosure under Items 401(d) or 404(a) of Regulation S-K in connection with their respective appointments.

A copy of the press release announcing the appointments of Messrs. Alexander and Courtney and Ms. Tillman and the retirement of Mr. Avera is filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

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Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 23, 2019, the Company held the 2019 Annual Meeting in Thomasville, Georgia for the following purposes and with the following voting results:

(1) To elect eight nominees as directors of the Company, each to serve for a term of one year until the Company’s 2020 Annual Meeting of Shareholders (the “2020 Annual Meeting”):

Directors:	For		Against		Abstain		Broker Non-Votes
George E. Deese		176,354,556		1,356,340		318,364		22,750,555
Rhonda Gass		177,181,219		516,868		331,173		22,750,555
Benjamin H. Griswold, IV		176,044,873		1,725,842		258,545		22,750,555
Margaret G. Lewis		177,204,494		557,410		267,356		22,750,555
David V. Singer		176,796,110		957,291		275,859		22,750,555
James T. Spear		177,226,287		487,355		315,618		22,750,555
Melvin T. Stith, Ph.D.		176,067,414		1,694,451		267,395		22,750,555
C. Martin Wood III		175,981,217		1,733,955		314,088		22,750,555

(2) To hold an advisory vote on the compensation of the Company’s named executive officers:

For	172,368,899
Against	5,197,307
Abstain	463,054
Broker Non-Votes	22,750,555

(3) To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2019:

For	195,412,729
Against	5,091,611
Abstain	275,475
Broker Non-Votes	0

(4) Shareholder proposal regarding the elimination of supermajority vote requirements:

For	106,717,635
Against	70,271,756
Abstain	1,039,869
Broker Non-Votes	22,750,555

With respect to Proposal 1, each of the nominees for director received a majority of votes cast in the election of directors, and each was elected to serve for a term of one year until the 2020 Annual Meeting.

Proposals 2, 3 and 4 each received the affirmative vote of a majority of votes present at the 2019 Annual Meeting in person or represented by proxy and therefore passed.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release of Flowers Foods, Inc. dated May 23, 2019.

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SIGNATURES

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, thereunto duly authorized.

FLOWERS FOODS, INC.
By:	/s/ R. Steve Kinsey
Name: Title:	R. Steve Kinsey Chief Financial Officer and Chief Administrative Officer

Date: May 29, 2019

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EX-99.1

Exhibit 99.1

May 23, 2019 Flowers Foods (NYSE: FLO)

FLOWERS FOODS ANNOUNCES EXECUTIVE PROMOTIONS

AND RETIREMENT OF CHIEF LEGAL COUNSEL

THOMASVILLE, Ga. – Flowers Foods, Inc. (NYSE: FLO), producer of Nature’s Own, Wonder, Tastykake, Dave’s Killer Bread, and other bakery foods, today announced several key appointments consistent with the company’s management succession plan.

Effective May 23, 2019, Bradley K. Alexander, president of Flowers’ Fresh Packaged Bread Business Unit, has been named chief operating officer of Flowers Foods. He now oversees the company’s Fresh Packaged Bread and Snacking/Specialty Business Units, Supply Chain, and Sales, and is responsible for driving the execution of Flowers’ strategic initiatives.

Also effective May 23, 2019, H. Mark Courtney, senior vice president of retail accounts, has been named president of the Fresh Packaged Bread Business Unit. He is now responsible for driving innovation, growth, and profitability across the company’s key core and growth brands, which include Nature’s Own, Wonder, Dave’s Killer Bread and Canyon Bakehouse.

The company also announced that Stephen R. Avera, chief legal counsel, will retire at the end of the year after 33 years of service. Stephanie B. Tillman, the company’s vice president, chief compliance officer, and deputy general counsel, will succeed him on January 1, 2020.

Ryals McMullian, Flowers Foods’ president and chief executive officer, said, “We are fortunate to have an executive of Brad’s experience, who has served as COO in the past, return to this important position. When we put our new organizational structure in place in 2017, we asked him to lead the formation and development of our new Fresh Packaged Bread Business Unit as president. Brad built a best-in-class team, integrated that team into our new organizational structure, and developed an atmosphere of creativity, accountability, and execution. With the new structure firmly in place, I am delighted to have him back in this role as a key strategic advisor. Brad will continue to build on the work we’ve already done to make Flowers a more agile, efficient, and profitable company.

“As leader of our Fresh Packaged Bread Business Unit, Mark’s understanding of marketplace dynamics and retail partners will guide our key core and growth brands in today’s rapidly changing retail environment,” McMullian continued. “He has more than 35 years’ experience in retail sales, category management, and the baking industry, and I expect Mark to continue to drive innovation and profitable brand growth.”

In commenting on Steve Avera’s upcoming retirement, McMullian said, “I want to express our deep appreciation to Steve for his service to our company. Steve has been an integral part of our legal team since joining the company in 1986, and I consider it a privilege to have been able to work with him as part of that team. His thoughtful counsel has helped guide Flowers through many significant events and transactions. We wish him the very best in his retirement.”

McMullian continued, “It’s a testament to Flowers’ succession planning that we have someone of such high caliber as Stephanie to transition to the role of chief legal counsel. Since joining Flowers’ legal team in 1995, Stephanie has handled a broad range of legal matters, modernized our compliance capabilities, and consistently provided outstanding counsel and sound judgment to senior leadership. We look forward to her future contributions.”

Alexander, 60, joined the company in 1981, and has held positions in sales, operations, and marketing, including bakery president, regional vice president, and president of Flowers Bakeries. He was named executive vice president and chief operating officer of Flowers Foods in 2014 and president of the company’s Fresh Packaged Bread Business Unit in 2017.

Courtney, 58, joined the company in 1983 and has held positions in sales and marketing, including executive vice president of Flowers’ specialty snack business. He was named senior vice president of sales in 2008 and senior vice president of retail accounts in 2017.

Tillman, 48, joined the company as a corporate attorney in 1995 and was promoted to vice president and associate general counsel; vice president of compliance and assistant general counsel; and vice president, chief compliance officer and deputy general counsel.

About Flowers Foods

Headquartered in Thomasville, Ga., Flowers Foods, Inc. (NYSE: FLO) is one of the largest producers of fresh packaged bakery foods in the United States with 2018 sales of $4 billion. Flowers operates bakeries across the country that produce a wide range of bakery products. Among the company’s top brands are Nature’s Own, Wonder, Dave’s Killer Bread, and Tastykake. Learn more at www.flowersfoods.com.

Investor Contact: J.T. Rieck (229) 227-2253

Media Contact: Paul Baltzer (229) 227-2380

Forward-Looking Statements

Statements contained in this press release that are not historical facts are forward-looking statements. Forward-looking statements relate to current expectations regarding long-term strategic and other objectives of management and the expected benefits of the management transition and are often identified by the use of words and phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “will,” “would,” “is likely to,” “is expected to” or “will continue,” or the negative of these terms or other comparable terminology. All forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected. Other factors that may cause actual results to differ from the forward-looking statements contained in this release and that may affect the company’s prospects in general include, but are not limited to, (a) general economic and business conditions and the competitive conditions in the baked foods industry, including promotional and price competition, (b) changes in consumer demand for our products, including changes in consumer behavior, trends and preferences, including health and whole grain trends, and the movement toward more inexpensive store-branded products, (c) the success of productivity improvements and new product introductions, (d) a significant reduction in business with any of our major customers including a reduction from adverse developments in any of our customer’s business, including as a result of product recalls or safety concerns related to our products, (e) fluctuations in commodity pricing, (f) energy and raw material costs and availability and hedging and counterparty risk, (g) our ability to fully integrate recent acquisitions into our business, (h) our ability to achieve cash flow from capital expenditures and acquisitions and the availability of new acquisitions that build shareholder value, (i) our ability to successfully implement our business strategies, including those strategies the company has initiated under Project Centennial, which may involve, among other things, the integration of recent acquisitions or the acquisition or disposition of assets at presently targeted values, the deployment of new systems and technology and an enhanced organizational structure, (j) consolidation within the baking industry and related industries, (k) disruptions in our direct-store delivery system, including litigation or an adverse ruling from a court or regulatory or government body that could affect the independent contractor classification of our independent distributors, (l) increasing legal complexity and legal proceedings that we are or may become subject to, (m) product recalls or safety concerns related to our products, and (n) the failure of our information technology systems to perform adequately, including any interruptions, intrusions or security breaches of such systems. The foregoing list of important factors does not include all such factors, nor necessarily present them in order of importance. In addition, you should consult other public disclosures made by the company, including the risk factors included in our most recently filed Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) and disclosures made in other filings with the SEC and company press releases, for other factors that may cause actual results to differ materially from those projected by the company. We caution you not to place undue reliance on forward-looking statements, as they speak only as of the date made and are inherently uncertain. The company undertakes no obligation to publicly revise or update such statements, except as required by law.