POWER OF ATTORNEY
For Executing Forms 3, 4 and
5
KNOW ALL BY THESE PRESENTS, that
the undersigned hereby constitutes and appoints each of Linn S. Harson and
Michael B. Sims or any of them, each acting alone, his or her true and lawful
attorney-in-fact to:
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(1) |
execute for
and on behalf of the undersigned a Form 3, Form 4 or Form 5, or any amendment
thereto, relating to the securities of AdvancePierre Foods Holdings, Inc., in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder;
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(2) |
do and
perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete the execution of such Form 3, Form 4 or Form
5, or any amendment thereto, and the timely filing of such form with the United
States Securities and Exchange Commission and any other authority; and
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(3) |
take any
other action of any type whatsoever in connection with the foregoing which, in
the opinion of such attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in his or her
discretion.
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The undersigned hereby grants to
each such attorney-in-fact full power and authority to do and perform all and
every act and thing whatsoever requisite, necessary and proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all intents
and purposes as such attorney-in-fact might or could do if personally present,
hereby ratifying and confirming all that such attorney-in-fact shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and
powers herein granted. The undersigned acknowledges that each of the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney
shall remain in full force and effect until the undersigned is no longer
required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of
and transactions in securities issued by AdvancePierre Foods Holdings, Inc.
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned
has caused this Power of Attorney to be executed as of this 5th day of June,
2017.
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By: /s/ Stephen A. Kaplan
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Stephen A. Kaplan
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