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.