8-K
filed June 1, 2023, 7:59 PM ET
ticker FLO
CIK 0001128928
other material
confidence high
sentiment neutral
materiality 0.50
Flowers Foods shareholders approve equity plan amendment adding 9.34M shares; all directors elected
FLOWERS FOODS INC
- Amended 2014 Omnibus Plan approved, increasing share reserve by 9,340,000 shares of common stock.
- New $750,000 annual limit on total compensation for non-employee directors added.
- Minimum vesting period standardized to one year for all award types; clawback provisions updated.
- All 11 director nominees elected; say-on-pay advisory vote passed with 173M for vs 3.4M against.
- Advisory vote on frequency: 1-year option won (172.4M votes), annual say-on-pay vote continues.
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
FLOWERS FOODS INC shareholders approved Advisory vote on the frequency of future advisory votes to approve executive compensation at the 2023-05-25 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-05-25
Exact text from the filing
(3) To hold an advisory vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers: 1 Year 172,431,176 2 Years 1,367,158 3 Years 2,833,783 Abstain 234,615 Broker Non-Votes 19,063,791
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
FLOWERS FOODS INC shareholders approved Ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm at the 2023-05-25 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-05-25
Exact text from the filing
(5) To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2023: For 186,330,538 Against 9,391,231 Abstain 208,754 Broker Non-Votes 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
FLOWERS FOODS INC shareholders approved Amendment and restatement of the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan at the 2023-05-25 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-05-25
Exact text from the filing
(4) To approve the amendment and restatement of the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan: For 160,928,536 Against 15,575,656 Abstain 362,540 Broker Non-Votes 19,063,791
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
FLOWERS FOODS INC shareholders approved Election of eleven nominees as directors at the 2023-05-25 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-05-25
Exact text from the filing
On May 25, 2023, the Company held its Annual Meeting for the following purposes and with the following voting results: (1) To elect eleven nominees as directors of the Company, each to serve for a term of one year until the Company’s 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”): Directors: For Against Abstain Broker Non-Votes George E. Deese 174,989,931 1,666,565 210,236 19,063,791 Edward J. Casey, Jr. 169,097,985 7,520,223 248,524 19,063,791 Thomas C. Chubb, III 145,253,852 31,375,217 237,663 19,063,791 Rhonda Gass 175,274,235 1,360,428 232,069 19,063,791 Margaret G. Lewis 169,342,821 7,333,233 190,678 19,063,791 W. Jameson McFadden 174,825,848 1,798,900 241,984 19,063,791 A. Ryals McMullian 173,105,991 3,586,053 174,688 19,063,791 James T. Spear 173,714,754 2,954,601 197,377 19,063,791 Melvin T. Stith, Ph.D. 165,568,237 11,063,294 235,201 19,063,791 Terry S. Thomas 174,789,672 1,823,976 253,084 19,063,791 C. Martin Wood III 173,139,839 3,525,153 201,740 19,063,791
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
FLOWERS FOODS INC shareholders approved Advisory vote to approve the compensation of the Company’s named executive officers at the 2023-05-25 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-05-25
Exact text from the filing
(2) To hold an advisory vote to approve the compensation of the Company’s named executive officers: For 173,102,073 Against 3,391,868 Abstain 372,791 Broker Non-Votes 19,063,791
View on SEC.gov
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