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

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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

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

(d) Exhibits.

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

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FLOWERS FOODS INC Exhibit
EX-99.1 2 d737712dex991.htm EX-99.1 EX-99.1 Exhibit 99.1     May 23,…
To view the full exhibit click here

About FLOWERS FOODS, INC. (NYSE:FLO)

Flowers Foods, Inc. is a producer and marketer of bakery products. The Company operates in two segments: direct-store-delivery segment (DSD Segment) and warehouse delivery segment (Warehouse Segment). The DSD segment’s production plant locations include Birmingham, Alabama; Opelika, Alabama; Tuscaloosa, Alabama; Goldsboro, North Carolina; Jamestown, North Carolina, and Oxford, Pennsylvania. The Warehouse Segment’s production plant locations include Montgomery, Alabama; Texarkana, Arkansas; London, Kentucky; Tucker, Georgia; Cedar Rapids, Iowa (mix plant); Cleveland, Tennessee, and Crossville, Tennessee. The Company’s DSD Segment operates approximately 40 bakeries that market a range of bakery foods, including breads, buns, rolls, tortillas and snack cakes. The Warehouse Segment produces frozen bread and rolls, and snack cakes. The Warehouse Segment’s Company-owned brands include Mrs. Freshley’s, European Bakers and Broad Street Bakery.