FLOWERS FOODS, INC. (NYSE:FLO) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k
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FLOWERS FOODS, INC. (NYSE:FLO) Files An 8-K Submission of Matters to a Vote of Security Holders

Item5.07.

Submission of Matters to a Vote of Security
Holders.

On May25, 2017, Flowers Foods, Inc. (the Company) held its Annual
Meeting of Shareholders (the Annual Meeting) in Thomasville,
Georgia for the following purposes and with the following voting
results:

(1) To elect twelve nominees as directors of the Company, each to
serve for a term of one year until the Companys Annual
Meeting of Shareholders in 2018:

Directors:

For Against Abstain Broker Non- Votes

George E. Deese

161,034,541 5,422,710 154,617 27,666,774

Rhonda Gass

164,696,071 1,733,223 182,574 27,666,774

Benjamin H. Griswold, IV

164,794,290 1,626,432 191,146 27,666,774

Richard Lan

164,718,607 1,705,382 187,879 27,666,774

Margaret G. Lewis

164,560,296 1,864,094 187,478 27,666,774

Amos R. McMullian

160,717,140 5,671,559 223,169 27,666,774

J.V. Shields, Jr.

164,644,676 1,797,294 169,898 27,666,774

Allen L. Shiver

165,536,141 901,828 173,899 27,666,774

David V. Singer

165,655,888 773,623 182,357 27,666,774

James T. Spear

164,684,918 1,743,660 183,290 27,666,774

Melvin T. Stith

165,168,831 1,253,125 189,912 27,666,774

C. Martin Wood III

164,023,256 2,391,763 196,849 27,666,774
(2) To hold an advisory vote on the compensation of the Companys
named executive officers:

For

164,187,989

Against

2,053,747

Abstain

370,132

Broker Non-Votes

27,666,774
(3) To hold an advisory vote on the frequency of future advisory
votes on the compensation of the Companys named executive
officers:

1 Year

148,450,410

2 Years

2,144,529

3 Years

15,670,078

Abstain

346,851

Broker Non-Votes

27,666,774
(4) To ratify the appointment of PricewaterhouseCoopers LLP as
the Companys independent registered public accounting firm
for the fiscal year ending December30, 2017:

For

189,474,935

Against

4,261,429

Abstain

542,278

Broker Non-Votes

(5) Shareholder proposal regarding whether the chairman of the
board of directors should be independent:

For

39,074,372

Against

124,942,570

Abstain

2,594,926

Broker Non-Votes

27,666,774

2

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

Proposals 2 and 4 each received the affirmative vote of a
majority of votes present at the Annual Meeting in person or
represented by proxy and therefore passed. With respect to
Proposal 3, the option 1 Year received the affirmative vote of a
majority of votes present at the Annual Meeting or represented by
proxy. Proposal 5 did not receive the affirmative vote of a
majority of votes present at the Annual Meeting or represented by
proxy and therefore did not pass.

With respect to Proposal 3, the board of directors will submit an
advisory vote on the compensation of the Companys named executive
officers each year until the next required advisory vote on the
frequency of future advisory votes on the compensation of the
Companys named executive officers, which will occur no later than
the Companys Annual Meeting of Shareholders in 2023.

3


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.

FLOWERS FOODS, INC. (NYSE:FLO) Recent Trading Information

FLOWERS FOODS, INC. (NYSE:FLO) closed its last trading session down -0.10 at 18.39 with 1,098,475 shares trading hands.