FLOWERS FOODS, INC. (NYSE:FLO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
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 Companys 2019 Annual Meeting of Shareholders (the 2019 Annual Meeting).
Executive Officers
On May 23, 2019, the Company announced several key appointments consistent with the Companys 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 Companys two business units (Fresh Packaged Bread and Snacking/Specialty), Supply Chain, and Sales and will be responsible for driving the execution of the Companys strategic initiatives. Also effective May 23, 2019, the Companys Board of Directors (the Board) approved the following changes to Mr. Alexanders compensation as a result of his promotion: (i) Mr. Alexanders annual base salary will increase to $550,000; and (ii) Mr. Alexanders target bonus percentage under the Companys 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 Companys key core and growth brands, which include Natures Own, Wonder, Daves Killer Bread, and Canyon Bakehouse. Also effective May 23, 2019, the Board approved the following changes to Mr. Courtneys compensation as a result of his promotion: (i) Mr. Courtneys annual base salary will increase to $375,000; and (ii) Mr. Courtneys 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. Tillmans 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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