DEF 14A

DEF 14A 1 d57795ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )


☑ Filed by the registrant		☐ Filed by a party other than the registrant


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☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to ss.240.14a-12

FLOWERS FOODS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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Dear Shareholder:

We would like to extend an invitation for you to join us at our annual meeting of shareholders on May 27, 2021 at 11:00 a.m., Eastern Time, held virtually via the Internet at http://www.virtualshareholdermeeting.com/FLO2021 for the following purposes, as more fully described in this proxy statement:

1.	to elect as directors of the company the twelve nominees identified in this proxy statement, each to serve for a term of one year;

2.	to hold an advisory vote on the compensation of the company’s named executive officers;

3.	to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Flowers Foods, Inc. for the fiscal year ending January 1, 2022;

4.	to hold a vote on a shareholder proposal regarding political contribution disclosure, if properly presented at the annual meeting; and

to transact any other business as may properly come before the annual meeting and at any adjournment or postponement thereof.

In addition, Flowers Foods’ senior management team will report on the performance of the company and respond to questions from shareholders.

The company has implemented the “Notice and Access” rule of the Securities and Exchange Commission that permits companies to send their shareholders a notice that proxy materials are available — in electronic form on the Internet or in printed form by request — instead of mailing a printed proxy statement and annual report to every shareholder. By utilizing Notice and Access, we are able to speed delivery of the proxy materials, lower our distribution costs and reduce the environmental impact of proxy delivery. On or about April 13, 2021, we mailed to our shareholders a notice that contains instructions on how to access our 2021 proxy statement and 2020 annual report and vote online or to affirmatively elect to receive the proxy materials by mail.

Please carefully review the proxy materials. Your vote is important to us and to our business. We encourage you to vote using telephone or Internet voting prior to the annual meeting, so that your shares of Flowers Foods common stock will be represented and voted at the annual meeting even if you cannot attend. If you elected to receive paper copies of the proxy materials by mail, you may vote by signing, dating and mailing the proxy card in the envelope provided.

April 13, 2021

Thomasville, Georgia



George E. Deese		A. Ryals McMullian
Non-Executive Chairman of the Board		President and Chief Executive Officer

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 27, 2021

Flowers Foods, Inc.’s 2021 proxy statement and 2020 annual report are available at www.proxyvote.com.

LOGO

Notice of Annual Meeting

of Shareholders

May 27, 2021

11:00 a.m., Eastern Time

www.virtualshareholdermeeting.com/FLO2021

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of Flowers Foods, Inc. will be held on May 27, 2021 at 11:00 a.m., Eastern Time, virtually via the Internet at www.virtualshareholdermeeting.com/FLO2021, for the following purposes:

(1)	to elect as directors of the company the twelve nominees identified in this proxy statement, each to serve for a term of one year;

(2)	to hold an advisory vote on the compensation of the company’s named executive officers;

(3)	to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Flowers Foods, Inc. for the fiscal year ending January 1, 2022;

(4)	to hold a vote on a shareholder proposal regarding political contribution disclosure, if properly presented at the annual meeting; and

to transact any other business as may properly come before the annual meeting and at any adjournment or postponement thereof; all as set forth in the proxy statement accompanying this notice.

Only record holders of issued and outstanding shares of our common stock at the close of business on March 23, 2021 are entitled to notice of, and to vote at, the annual meeting, or any adjournment or postponement thereof. A list of such shareholders will be available for examination by any shareholder at our principal executive offices in Thomasville, Georgia until the annual meeting, and during the annual meeting on the meeting website.

April 13, 2021

1919 Flowers Circle

Thomasville, Georgia 31757

By order of the Board of Directors,

LOGO

Stephanie B. Tillman

Chief Legal Counsel

Table of Contents


PROXY SUMMARY			6

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING			11
What is the purpose of the annual meeting?			11
How do I attend the annual meeting?			11
How does the board of directors recommend that I vote on each proposal?			12
What is a proxy?			12
Are the proxy materials available electronically?			12
Who can vote?			12
How many votes do I have?			12
How do I vote?			12
If I am a registered shareholder, what if I do not give any instructions on a particular matter described in this proxy statement when voting by mail?			13
Can I change my vote after I have mailed my proxy card or after I have authorized the voting of my shares by Internet or telephone?			13
How do I vote my 401(k) shares?			13
Can I vote if my shares are held in “street name” by a bank, broker or other record holder?			14
How will abstentions be treated?			14
What constitutes a quorum?			14
What if a quorum is not present at the meeting?			14
What vote is required for each matter to be voted upon at the annual meeting?			14
How will broker “non-votes” be treated?			15
Will any other business be conducted at the annual meeting or will other matters be voted on?			15
Where can I find the voting results from the annual meeting?			15
How and when may I submit a shareholder proposal for the 2022 annual meeting?			15
Who pays the costs of soliciting proxies?			15
How can I obtain an Annual Report on Form 10-K?			15
Can I elect to receive future notices and proxy materials electronically?			16
Who should I contact if I have any questions?			16

DIRECTORS AND CORPORATE GOVERNANCE			17
Directors			17
CORPORATE GOVERNANCE			20
General			20
Determination of Independence			20
Presiding Director			21
The Board of Directors and Committees of the Board of Directors			21
Audit Committee			22
Nominating/Corporate Governance Committee			22
Compensation Committee			23
Finance Committee			23
Board Leadership Structure			24
Risk Management			24
Relationships Among Certain Directors			24
Attendance at Annual Meetings			24
Selection of Director-Nominees			24
Shareholder & Other Interested Party Communication with Directors			25
Social Responsibility			25
DIRECTOR COMPENSATION			26
General			26
2020 Director Compensation Package			26
Cash and Stock Compensation			27
Additional Compensation Program Details			27
Stock Ownership Guidelines			27
Other Arrangements			27
DIRECTOR SUMMARY COMPENSATION TABLE			28

FLOWERS FOODS, INC. - 2021 Proxy Statement 3


TRANSACTIONS WITH MANAGEMENT AND OTHERS			29

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			29

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			29
Principal Shareholders			29
Share Ownership of Certain Executive Officers and Directors			30

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			31
Delinquent Section 16(a) Reports			31

EXECUTIVE COMPENSATION			31
COMPENSATION DISCUSSION AND ANALYSIS			31
2020 In Brief			31
Consideration of 2020 Say on Pay Vote			31
Summary of Our Compensation Practices			32
EXECUTIVE COMPENSATION GENERALLY			32
Objectives of Executive Compensation			32
Mix of Compensation Opportunity			33
Role of Executive Officers in Compensation Decisions			33
Compensation Consultants			33
Compensation Benchmarking			34
CASH COMPENSATION			34
Base Salary			34
Annual Executive Cash Incentive Awards			35
LONG-TERM INCENTIVE COMPENSATION			36
Equity and Performance Compensation Awards			36
Recoupment (“Clawback”) Provision			37
Anti-Hedging Policy			37
RETIREMENT & OTHER POST-EMPLOYMENT BENEFITS			37
Retirement Plan			38
Executive Deferred Compensation Plan			38
Change of Control Severance			38
Executive Share Ownership Guidelines			39
COMPENSATION COMMITTEE REPORT			39
SUMMARY COMPENSATION TABLE			40
PAY RATIO DISCLOSURE			41
GRANTS OF PLAN-BASED AWARDS			42
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END			43
STOCK VESTED			44
PENSION BENEFITS			45
NONQUALIFIED DEFERRED COMPENSATION			45
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL			46
Payments Made Upon Termination Following a Change of Control			46
Payments Made Upon Death or Disability, Retirement or Change of Control			47

AUDIT COMMITTEE REPORT			48
2020 Audited Financial Statements			48
Independent Auditor Selection and Evaluation			49

OVERVIEW OF PROPOSALS			50

PROPOSAL I ELECTION OF DIRECTORS			50
Vote Required			50
Recommendation of the Board			50

PROPOSAL II ADVISORY VOTE ON EXECUTIVE COMPENSATION			51
Vote Required			51
Recommendation of the Board			51

4 FLOWERS FOODS, INC. - 2021 Proxy Statement


PROPOSAL III RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			52
Fiscal 2020 and Fiscal 2019 Audit Firm Fee Summary			52
Vote Required			52
Recommendation of the Board			52

SHAREHOLDER PROPOSAL			53

PROPOSAL IV POLITICAL CONTRIBUTION DISCLOSURE			54
Supporting Statement			54
Board of Directors Statement in Opposition of Proposal IV			54
Vote Required			55
Recommendation of the Board			55

2022 SHAREHOLDER PROPOSALS			56

DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS			56

APPENDIX A (NON-GAAP FINANCIAL MEASURES)			A-1
Information Regarding Non-GAAP Financial Measures			A-1
Net Income to Adjusted EBITDA			A-1
Earnings Per Diluted Share to Adjusted Earnings Per Diluted Share			A-2
Net Income to Adjusted Net Income			A-3

FLOWERS FOODS, INC. - 2021 Proxy Statement 5

Proxy Summary

To assist you in reviewing Flowers Foods’ 2020 performance and executive compensation program, this summary highlights certain key elements of our financial performance and our proxy statement that are discussed in more detail elsewhere in these proxy materials. This summary does not contain all of the information that you should consider, and you should carefully review our Annual Report on Form 10-K for the fiscal year ended January 2, 2021 and the entire proxy statement before voting. Page references (“XX”) are supplied to help you find further information in this proxy statement.

2021 Annual Meeting of Shareholders

•

Date and Time: Thursday, May 27, 2021 at 11:00 a.m., Eastern Time

•

Location: www.virtualshareholdermeeting.com/FLO2021

•

Record Date: March 23, 2021

Voting Matters and Board Recommendations (page 50)


	Board vote Recommendation		Page Reference (for more detail)
Election of Twelve Director-Nominees		FOR each Director-Nominee		50
Advisory Vote on Executive Compensation		FOR		51
Ratification of Independent Registered Public Accounting Firm		FOR		52
Shareholder Proposal Regarding Political Contribution Disclosure		AGAINST		54

Business Highlights

(For more details, please see our Annual Report on Form 10-K for the fiscal year ended January 2, 2021 filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2021)

We have actively monitored the global outbreak and spread of COVID-19 since the outset and promptly took steps to mitigate the potential risks to us posed by its spread, focusing on navigating the challenges presented by the COVID-19 global pandemic through the implementation of additional procedures at each of our locations to comply with U.S. Centers for Disease Control and Prevention (CDC) recommendations. Certain non-production employees have also worked remotely to mitigate contact between personnel. The COVID-19 pandemic significantly impacted our business operations and results of operations during fiscal 2020, but our team, and particularly our frontline workers, continued to execute. Despite the challenges and uncertainties presented by the COVID-19 pandemic, including temporary bakery closures at two locations, our record results demonstrate the strength of our leading brands and the resiliency of our team. The dramatic changes in consumer buying patterns attributable to COVID-19 have led to a significant rise in demand for our branded retail products, while sales through our non-retail category, which includes foodservice, restaurant, institutional, vending, thrift stores, and contract manufacturing, have declined substantially during the pandemic. Sales of our branded retail products have moderated as the pandemic has continued, and we cannot currently estimate when or if they will return to levels experienced prior to the pandemic. In recognition and support of our frontline workers, we paid $12.3 million in bonuses to eligible hourly and non-exempt employees, leased labor, and contract workers in fiscal 2020. These appreciation bonuses are in addition to the company’s annual bonus program.

In fiscal 2020, Flowers Foods defined our key strategic initiatives:

Strategic Priorities:

•

Develop team: Capabilities to build brands and create value.

•

Focus on brands: Enhance relevancy and expand presence. Invest in our brands to align with consumers to maximize our return on investment.

•

Prioritize margins: Optimize the portfolio and supply chain.

•

Smart M&A: Disciplined approach to acquisitions in the grain-based foods arena that enhance our branded portfolio and margin profile.

Long-term Goals:

•

Grow sales by 1% to 2% annually (excluding any future acquisitions).

•

Grow EBITDA by 4% to 6% annually (excluding any future acquisitions) (The company defines EBITDA as net income before interest, taxes, depreciation and amortization.).

•

Grow earnings per share by 7% to 9% annually.

Financial highlights from the 53-week fiscal 2020 include:

•

Sales increased 6.4% to $4.4 billion.

•

Diluted earnings per share decreased $0.06 to $0.72.

•

Adjusted earnings per diluted share increased $0.35 to $1.31.⁽¹⁾

•

Net income decreased 7.4% to $152.3 million.

•

Adjusted net income increased 36.1% to $278.0 million.⁽¹⁾

•

Adjusted EBITDA increased 23.4% to $521.7 million.⁽¹⁾

•

Adjusted EBITDA margin was 11.9% of sales, as compared to 10.3% of sales in fiscal 2019.⁽¹⁾

(1)

Adjusted EBITDA, adjusted EBITDA margin, adjusted earnings per diluted share and adjusted net income differ from the measures reported under U.S. generally accepted accounting principles (“GAAP”). See Appendix A for a reconciliation of non-GAAP financial measures to the nearest financial measure reported under GAAP.

6 FLOWERS FOODS, INC. - 2021 Proxy Statement

Governance of the Company (page 20)

Forward-Leaning Corporate Governance

LOGO

•

Director Independence — Pursuant to our corporate governance guidelines, the nominating/corporate governance committee and the board of directors are required to annually review the independence of each director and director-nominee. The purpose of this annual review is to determine whether each director meets the applicable criteria for independence under the rules and regulations of the SEC, the New York Stock Exchange Listed Company Manual (“NYSE Rules”) and our corporate governance guidelines. Only those directors who meet the applicable criteria for independence and the board of directors affirmatively determines to have no direct or indirect material relationship with the company are considered independent directors.

Additional guidelines apply to the members of the audit committee under the SEC rules and regulations and NYSE Rules.

•

Board Leadership Structure — George E. Deese, our former chairman and chief executive officer, now serves as non-executive chairman of the board of directors. In fiscal 2020, Benjamin H. Griswold, IV was reappointed to serve as presiding director. With the active participation by all of our directors, including eleven independent directors, we believe that the board leadership structure best positions Flowers to benefit from the respective strengths of our chief executive officer, non-executive chairman of the board of directors and presiding director.

Directors (page 17)

Name

Age

Director

since

Experience

Independent

Committee

Memberships

Other Company Boards

George E. Deese

2004

Retired Chairman and Chief Executive Officer of Flowers Foods

Yes

—

Edward J. Casey, Jr.⁽¹⁾

2020

Former Chief Executive Officer of IDEMIA’s North American business

Yes

Audit and Finance Committees

—

Thomas C. Chubb, III⁽¹⁾

2020

Chairman, Chief Executive Officer and President of Oxford Industries

Yes

Audit and Finance Committees

Oxford Industries, Inc.

Rhonda Gass

2016

Vice President and Chief Information Officer of Stanley Black & Decker

Yes

Audit and Finance Committees

—

Benjamin H. Griswold, IV

2005

Partner and Chairman of Brown Advisory; retired Senior Chairman of Deutsche Bank Securities

Yes

Nominating/Corporate Governance and Compensation Committees

—

Margaret G. Lewis

2014

Former President of Hospital Corporation of America’s Capital Division

Yes

Nominating/Corporate Governance and Compensation Committees

W.P. Carey Inc.

W. Jameson McFadden⁽²⁾

2020

President of Wellington Shields & Co.

Yes

Audit and Finance Committees

—

A. Ryals McMullian

2019

President and Chief Executive Officer of Flowers Foods

—

FLOWERS FOODS, INC. - 2021 Proxy Statement 7

Name

Age

Director

since

Experience

Independent

Committee

Memberships

Other Company Boards

James T. Spear

2015

Retired Executive Vice President and Chief Financial Officer of Cadence Health

Yes

Audit and Finance Committees

The Trust Company of Illinois

Melvin T. Stith, Ph.D.

2004

Former Interim President, Norfolk State University; former Dean Emeritus, Whitman School of Management, Syracuse University

Yes

Nominating/Corporate Governance and Compensation Committees

Aflac Incorporated

Terry S. Thomas⁽¹⁾

2020

Executive Vice President, Chief Customer Officer US for the Unilever Group

Yes

Audit and Finance Committees

—

C. Martin Wood III

2001

Partner of Wood Associates; retired Senior Vice President and Chief Financial Officer of Flowers Foods

Yes

Audit and Finance Committees

Archbold Medical Center; Archbold Foundation

(1)

On August 14, 2020, the board of directors elected Messrs. Casey, Chubb and Thomas as directors, effective immediately.

(2)

On November 13, 2020, the board of directors elected Mr. McFadden as a director, effective January 4, 2021.

Below are highlights regarding the diversity of our twelve director nominees (amounts may not compute due to rounding):

8 FLOWERS FOODS, INC. - 2021 Proxy Statement

2020 Executive Compensation (page 31)

Summary of Our Compensation Practices (page 32)

Practices We Have Adopted

Practices We Do Not Engage In

• Pay targeted to the size-adjusted 50th percentile of market data

• Long-term incentives that are entirely performance-based for Named Executives

• Multiple performance measures used in incentive plans

• Capped incentives

• Clawback policy

• Stock ownership guidelines for executives and outside directors and share retention requirements for executives

• Moderate change of control severance arrangements

• Double-trigger equity vesting upon a change of control

• Annual review of tally sheets by the compensation committee

• Incentives that are risk-mitigated through plan design and administration

• Compensation committee comprised solely of independent directors

• Independent compensation consultant who reports directly to the compensation committee

• Anti-hedging policy for executives and outside directors

• Employment agreements

• Dividend equivalents on unvested performance shares

• Income tax gross-ups

• Excise tax gross-ups on change of control severance

• Backdating or repricing of stock options

• Pension credited service for years not worked

• Employee/director perquisites

2020 Executive Compensation Summary (page 32)

Named Executive Compensation

Set forth below is a summary of the 2020 compensation for each named executive officer of the company as determined under applicable SEC rules and regulations (the “Named Executives”). Stock awards made in 2020 are performance-contingent and are established at market levels based on the industry survey data discussed under “Executive Compensation — Executive Compensation Generally — Compensation Benchmarking” on page 34. All other compensation consists solely of employer contributions to retirement plans, as we offer no perquisites to our Named Executives. The information below should be read in connection with the explanatory information contained on page 31 under “Executive Compensation — Compensation Discussion and Analysis” and page 40 under “Executive Compensation — Summary Compensation Table,” and is qualified in its entirety by reference to such information.


Name and Principal Position	Salary ($)		Stock Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change In Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
A. Ryals McMullian President and Chief Executive Officer		726,452		2,600,146		1,674,293		31,380		54,499		5,086,770
R. Steve Kinsey Chief Financial Officer and Chief Accounting Officer		611,760		1,090,444		979,268		34,806		45,450		2,761,728
Bradley K. Alexander Chief Operating Officer		570,889		1,017,530		913,846		71,583		41,996		2,615,844
D. Keith Wheeler Chief Sales Officer		487,563		751,579		682,904		6,938		35,352		1,964,336
H. Mark Courtney Chief Brand Officer		400,577		450,106		517,769		17,406		28,300		1,414,158

FLOWERS FOODS, INC. - 2021 Proxy Statement 9

2020 Executive Total Compensation Mix (page 33)

The information below should be read in connection with the explanatory information beginning on page 33 under “Executive Compensation — Executive Compensation Generally — Mix of Compensation Opportunity,” and is qualified in its entirety by reference to such information.

Social Responsibility (page 25)

At Flowers Foods, we recognize our responsibility to uphold the company’s founding values, which for more than 100 years have always centered on working ethically, responsibly and with integrity. We also look for ways to make a positive difference in our community.


		We are responsive to our shareholders

		✓ Annual election of all directors ✓ Simple majority voting for directors ✓ No supermajority vote requirements ✓ Shareholder right to call a special meeting ✓ Non-executive chairman and independent presiding director structure ✓ Director-driven shareholder outreach ✓ Annual “say-on-pay” vote ✓ Potent clawback policy ✓ Double-trigger equity vesting upon a change of control


		We are committed to environmental, social and governance (ESG) in all elements of our business

		✓ We foster a work environment that is safe, inclusive, respectful, and fair ✓ Established new, more aggressive sustainability goals for 2025 ✓ Improved waste and recycling program to increase internal support, identify new recycling opportunities, and share best practices ✓ Donated a total of $8.8 million in bakery foods to Feeding America and other food banks in 2020* ✓ We recruit U.S. military veterans, employing more than 600 veterans in 2020** ✓ Established in 2015, the Dave’s Killer Bread Foundation strives to inspire other businesses to become Second Chance Employers. * Total value of product donations in wholesale dollars ** A veteran is any individual who has served honorably on active duty in the Armed Forces of the United States.

10 FLOWERS FOODS, INC. - 2021 Proxy Statement

FLOWERS FOODS, INC.

1919 Flowers Circle

Thomasville, Georgia 31757

PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 27, 2021

This proxy statement and the accompanying form of proxy are being furnished to the shareholders of Flowers Foods, Inc. on or about April 13, 2021 in connection with the solicitation of proxies by the board of directors for use at the annual meeting of shareholders to be held on May 27, 2021 at 11:00 a.m., Eastern Time, virtually via the Internet at www.virtualshareholdermeeting.com/FLO2021, and any adjournment or postponement thereof.

QUESTIONS AND ANSWERS ABOUT

THE ANNUAL MEETING AND VOTING

What is the purpose of the annual meeting?

At the annual meeting, shareholders will:

(1)	vote to elect as directors of the company the twelve nominees identified in this proxy statement, each to serve for a term of one year;

(2)	hold an advisory vote on compensation of the Named Executives;

(3)	vote on the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Flowers Foods for the fiscal year ending January 1, 2022; and

(4)	hold a vote on a shareholder proposal regarding political contribution disclosure, if properly presented at the annual meeting.

The shareholders will also transact any other business that may properly come before the annual meeting and any adjournment or postponement of the annual meeting. In addition, Flowers Foods’ senior management team will report on the performance of the company and respond to questions from shareholders.

How do I attend the annual meeting?

This year’s annual meeting will be a virtual meeting of the shareholders conducted via live webcast. The meeting will include senior management team remarks and a question and answer session. All shareholders of record on March 23, 2021 are invited to participate in the meeting. We have structured our virtual meeting to provide shareholders the same rights as if the meeting were held in person, including the ability to vote shares electronically during the meeting and ask questions in accordance with the rules of conduct for the meeting.

To attend the meeting please visit www.virtualshareholdermeeting.com/FLO2021. To participate in the annual meeting, you will need the 16-digit control number included on your notice or in your proxy card. If you are the beneficial owner of shares held in street name, you may contact your bank, broker or other record holder if you have questions about obtaining your 16-digit control number; instructions should also be provided on the notice or voting instruction form provided by your bank, broker or other record holder.

Shareholders may submit questions in advance of the annual meeting at www.proxyvote.com by clicking the “Submit Questions” tab no later than 24 hours before the meeting. To submit questions through

www.proxyvote.com, you will need to log in with the 16-digit control number included on your proxy card, voting instruction form or notice of internet availability of proxy materials previously received. Questions pertinent to annual meeting matters may be answered during the annual meeting, subject to time constraints. Questions that are substantially similar may be grouped and answered once to avoid repetition.

Additional information regarding the rules of conduct and other materials for the virtual annual meeting, including the list of our shareholders of record, will be available during the meeting on the meeting website.

If you have any technical difficulties or any questions regarding the virtual meeting website, please call the support team at the numbers listed on the log-in screen. If there are any technical issues in convening or hosting the meeting, we will promptly post information to our Investors website, https://www.flowersfoods.com/investors, including information on when the meeting will be reconvened.

Electronic entry to the meeting will begin at 10:45 a.m., Eastern Time, and the meeting will begin promptly at 11:00 a.m., Eastern Time.

FLOWERS FOODS, INC. - 2021 Proxy Statement 11

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

How does the board of directors recommend that I vote on each proposal?

The board of directors recommends that you vote:

•

“FOR” the election of all the director-nominees to serve as directors until the 2022 annual meeting of shareholders;

•

“FOR” the approval, on an advisory basis, of the compensation of the Named Executives;

•

“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 1, 2022; and

•

“AGAINST” the shareholder proposal regarding political contribution disclosure, if properly presented at the annual meeting.

What is a proxy?

A proxy is your legal designation of another person to vote the shares of Flowers Foods common stock you own as of the record date for the annual meeting. If you appoint someone as your proxy in a written document, that document is also called a proxy or a proxy card. We have

designated three of our executive officers as proxies for the annual meeting. These three officers are A. Ryals McMullian, our president and chief executive officer, R. Steve Kinsey, our chief financial officer and chief accounting officer, and Stephanie B. Tillman, our chief legal counsel.

Are the proxy materials available electronically?

Yes. Under SEC rules and regulations, Flowers Foods is making this proxy statement and its 2020 annual report available to its shareholders electronically on the Internet at www.proxyvote.com. On or about April 13, 2021, we mailed to our shareholders a notice (the “Notice”) containing instructions on how to access this proxy statement and our 2020 annual report online. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Rather, the Notice instructs you on how to access and review all of the important

information contained in this proxy statement and our 2020 annual report on the Internet. The Notice also instructs you on how you may submit your proxy vote over the Internet.

If you received a Notice by mail but would like to receive a printed copy of this proxy statement and our 2020 annual report, please follow the instructions contained on the Notice.

Who can vote?

To be eligible to vote, you must have been a shareholder of record of the company’s common stock at the close of business on March 23, 2021, which is the record date for the annual meeting. There were

211,699,835 shares of our common stock outstanding and entitled to vote on the record date.

How many votes do I have?

You are entitled to one vote on each of the twelve director-nominees, and one vote on each other matter to be voted upon at the annual meeting, for each share of common stock you held on the record date for the annual meeting. For example, if you owned 100 shares of our

common stock on the record date, you would be entitled to 100 votes for each of the twelve director-nominees and for each other matter to be voted upon at the annual meeting.

How do I vote?

You can vote in the following ways:

•

Voting by Mail. If you elect to receive your proxy materials by mail, you may vote by completing and signing the enclosed proxy card and promptly mailing it in the enclosed postage-paid envelope. The envelope does not require additional postage if you mail it within the United States.

•

Internet Voting. If you have Internet access, you may vote your shares from any location in the world by following the “Vote by Internet” instructions set forth on the Notice or the proxy card.

•

Telephone Voting. You may authorize the voting of your shares by following the “Vote by Telephone” instructions set forth on the proxy card.

•

Vote at the Meeting. You may vote during the annual meeting by logging into the annual meeting website at www.virtualshareholdermeeting.com/FLO2021 and following the instructions provided on the website. If you are the beneficial owner of shares held in street name, you should refer to the voting instructions provided by your bank, broker or other record

12 FLOWERS FOODS, INC. - 2021 Proxy Statement

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

holder. Beneficial owners may also attend and vote online during the annual meeting. We encourage you to vote your proxy by Internet, telephone or mail prior to the meeting, even if you plan to attend the virtual annual meeting.

By executing and returning your proxy (either by returning the proxy card or by submitting your proxy electronically by the Internet or telephone or during the annual meeting), you appoint A. Ryals McMullian, R. Steve Kinsey and Stephanie B. Tillman to represent you at the annual meeting and to vote your shares at the annual meeting in

accordance with your voting instructions. The Internet, telephone and virtual annual meeting voting procedures are designed to authenticate shareholder identities, allow shareholders to give voting instructions and confirm that shareholders’ instructions have been recorded properly. Any shareholder voting by Internet, telephone or during the annual meeting should understand that there may be costs associated with electronic access, like usage charges from Internet access and telephone or cable service providers, that must be paid by the shareholder.

If I am a registered shareholder, what if I do not give any instructions on a particular matter described in this proxy statement when voting by mail?

Registered shareholders should specify their choice for each matter on the proxy card. If no specific instructions are given, proxies that are signed and returned will be voted:

•

“FOR” the election of each director-nominee, the approval, on an advisory basis, of the compensation of the Named Executives, and

the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 1, 2022; and

•

“AGAINST” the shareholder proposal regarding political contribution disclosure, if properly presented at the annual meeting.

Can I change my vote after I have mailed my proxy card or after I have authorized the voting of my shares by Internet or telephone?

Yes. You can change your vote and revoke your proxy at any time before the polls close at the annual meeting by doing any one of the following things:

•

signing and delivering to our corporate secretary another proxy with a later date;

•

giving our corporate secretary a written notice before the annual meeting that you want to revoke your proxy; or

•

voting during the virtual annual meeting.

How do I vote my 401(k) shares?

If you participate in the Flowers Foods, Inc. 401(k) Retirement Savings Plan (the “401(k) Plan”) and you received the Notice, you may vote by the Internet or telephone as previously described in this proxy statement. If you elect to receive your proxy materials by mail, you may vote by completing and signing the enclosed proxy card and promptly mailing it in the enclosed postage-paid envelope. In addition, if you received a Notice by mail but would like to receive a printed copy of this proxy statement and our 2020 annual report, please follow the instructions contained on the Notice. By voting, you will direct Great-

West Trust Company, LLC, as trustee of the 401(k) Plan (the “Trustee”), how to vote the shares of Flowers Foods common stock allocated to your account. Any unvoted or unallocated shares will be voted by the Trustee in the same proportion on each proposal as the Trustee votes the shares of common stock credited to the 401(k) Plan participants’ accounts for which the Trustee receives voting instructions from the 401(k) Plan participants. The number of shares you are eligible to vote is based on the number of shares of Flowers Foods common stock in your account on the record date for the annual meeting.

FLOWERS FOODS, INC. - 2021 Proxy Statement 13

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Can I vote if my shares are held in “street name” by a bank, broker or other record holder?

If your shares of Flowers Foods common stock are held in “street name” by a bank, broker or other record holder, you will receive instructions from the registered holder that you must follow in order for your shares to be voted for you by that bank, broker or other record holder. Internet and telephone voting are offered to shareholders who own their shares of Flowers Foods common stock through certain banks and brokers.

The election of directors (Proposal I), the advisory vote on the compensation of the Named Executives (Proposal II) and the shareholder proposal regarding political contribution disclosure, if properly presented at the annual meeting (Proposal IV), are considered

non-discretionary matters under applicable NYSE Rules. A broker or other nominee cannot vote without instructions on non-discretionary matters, and therefore there may be broker “non-votes” on Proposal I, Proposal II and Proposal IV. The ratification of the appointment of our independent registered public accounting firm for the fiscal year ending January 1, 2022 (Proposal III) is considered a discretionary matter under applicable NYSE Rules, and a broker or other nominee may (but is not required to) vote “FOR” Proposal III without instructions. Accordingly, it is important that you follow the voting instructions sent to you by the registered holder of your shares held in “street name” if you want your vote to be counted.

How will abstentions be treated?

Abstentions will be counted as present in determining whether the quorum requirement is satisfied, but will not be included in vote totals

and will not affect the outcome of the vote with respect to Proposals I, II, III and IV.

What constitutes a quorum?

The holders of at least a majority of the shares of our common stock entitled to vote at the annual meeting are required to be present in person or represented by proxy to constitute a quorum for the transaction of business at the annual meeting. Abstentions and broker “non-votes” will be counted as present in determining whether the quorum requirement is satisfied. The aggregate number of votes cast by

all shareholders present in person or represented by proxy at the annual meeting, whether those shareholders vote for or against the proposals, and the total number of votes cast for each of these proposals will be counted for purposes of determining whether the proposals have been approved by the shareholders.

What if a quorum is not present at the meeting?

If a quorum is not present at the scheduled time of the annual meeting, we may adjourn or postpone the annual meeting until a quorum is present. The time and place of the adjourned or postponed annual meeting will be announced at the time the adjournment or

postponement is taken, and, unless such adjournment or postponement is for more than 120 days, no other notice will be given. An adjournment or postponement will not affect the business that may be conducted at the annual meeting.

What vote is required for each matter to be voted upon at the annual meeting?

•

With regard to Proposal I, each of the twelve nominees for director who receive a majority of the votes cast at the meeting in person or by proxy will be elected (meaning the number of shares voted “FOR” a director-nominee must exceed the number of shares voted “AGAINST” that director-nominee), subject to the board of directors’ existing policy regarding resignations by directors who do not receive

a majority of “FOR” votes, which is described in our corporate governance guidelines.

•

Approval of Proposals II, III and IV requires the votes cast within the voting group favoring the action to exceed the votes cast opposing the action.

14 FLOWERS FOODS, INC. - 2021 Proxy Statement

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

How will broker “non-votes” be treated?

Broker “non-votes” will be counted as present in determining whether the quorum requirement is satisfied but will not be included in vote totals and generally will not affect the outcome of the vote. A “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a proposal because the nominee has not received instructions from the beneficial owner and does not have discretionary power to vote.

In order for your shares to be voted on all matters presented at the annual meeting, including the election of directors, we urge all shareholders whose shares are held in street name by a bank, broker or other record holder to provide voting instructions to the bank, broker or other record holder.

Will any other business be conducted at the annual meeting or will other matters be voted on?

At this time, the board of directors does not know of any other business to be brought before the annual meeting, but if any other business is properly brought before the annual meeting, the persons named as

proxies, Messrs. McMullian and Kinsey and Ms. Tillman, will exercise their judgment in deciding how to vote or otherwise act at the annual meeting with respect to that matter or proposal.

Where can I find the voting results from the annual meeting?

We will report the voting results from the annual meeting on a Current Report on Form 8-K, which we expect to file with the SEC on or before June 2, 2021.

How and when may I submit a shareholder proposal for the 2022 annual meeting?

For information on how and when you may submit a shareholder proposal for the 2022 annual meeting, please refer to the section entitled “2022 Shareholder Proposals” in this proxy statement.

Who pays the costs of soliciting proxies?

We will pay the cost of soliciting proxies. We have engaged Morrow Sodali LLC, 470 West Ave, Stamford, CT 06902, to assist in the solicitation of votes for a fee of $12,000, plus out-of-pocket expenses. In addition, our directors and officers may solicit proxies in person, by telephone or facsimile, but will not receive additional compensation for

these services. Brokerage houses, nominees, custodians and fiduciaries will be requested to forward soliciting material to beneficial owners of common stock held of record by them, and we will reimburse those persons for their reasonable expenses in doing so.

How can I obtain an Annual Report on Form 10-K?

The Notice, this proxy statement and our 2020 annual report are available on the Internet at www.proxyvote.com. You may also receive a copy of our 2020 annual report free of charge by sending a written request to Flowers Foods, Inc., 1919 Flowers Circle, Thomasville, Georgia 31757, Attention: Shareholder Relations Department.

If you elected to receive your proxy materials by mail, a copy of our 2020 annual report, which includes our Annual Report on Form 10-K

and our financial statements for the fiscal year ended January 2, 2021, is included in the mailing of this proxy statement.

The annual report does not form any part of the material for the solicitation of proxies.

FLOWERS FOODS, INC. - 2021 Proxy Statement 15

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Can I elect to receive future notices and proxy materials electronically?

Yes. If you are a registered shareholder or if you participate in the 401(k) Plan, go to the company’s website, www.flowersfoods.com, and follow the instructions for signing up for electronic delivery of proxy materials. Those shareholders signing up for this service will receive all future proxy materials, including the Notice, proxy statement and annual report electronically. Please call Lisa Hay, our manager of shareholder relations, at (229) 226-9110, if you need assistance.

If you hold your shares in a brokerage account or bank you may also have the opportunity to receive these documents electronically. Please contact your brokerage service, bank or financial advisor to make arrangements for electronic delivery of your proxy materials.

Who should I contact if I have any questions?

If you have any questions about the annual meeting or your ownership of our common stock, please contact Lisa Hay, our manager of shareholder relations, at the above address or by calling (229) 226-9110.

16 FLOWERS FOODS, INC. - 2021 Proxy Statement

DIRECTORS AND CORPORATE GOVERNANCE

Directors

Below is certain information about our directors, their principal occupation, business experience as well as other matters, and the board of directors’ assessment of their individual qualifications to serve on our board of directors. Each of the individuals named below, has been nominated to serve as a director until the 2022 annual meeting of shareholders.

LOGO

George E. Deese has gained extensive operational and financial experience as an executive in various capacities during his 56-year career with the company. Mr. Deese, age 75, served as executive chairman of the board of directors of the company from May 22, 2013 until he retired December 31, 2014 and continues to serve as non-executive chairman. Mr. Deese was chief executive officer of Flowers Foods from January 2004 until May 2013. Mr. Deese has served as a director of Flowers Foods since June 2004 and chairman of the board of directors since January 1, 2006. Previously, he served as president and chief operating officer of Flowers Foods from May 2002 to January 2004 and as president and chief operating officer of Flowers Bakeries, the company’s core business division, from 1983 to May 2002. Mr. Deese joined the company in 1964. He previously served as a board member of the Grocery Manufacturers of America (GMA), and previously served as a trustee of the Georgia Research Alliance. Mr. Deese previously served as chairman of the American Bakers Association (ABA) and on the ABA board and executive committee. He previously served as vice chairman of the board for Quality Bakers of America (QBA) and as a member of the QBA board for 15 years.

LOGO

Edward J. Casey, Jr. brings broad leadership and management skills to the board of directors. Mr. Casey, age 63, served as the chief executive officer of the North American business for IDEMIA, a global leader in identity and digital security technologies, from January 2018 to February 2021. Previously, he served as acting chief executive officer, chief operating officer, and a member of the board of Serco Group plc (LSE), a provider of public services in defense, transportation, immigration, healthcare, and other sectors based in the United Kingdom, from 2013 to 2017, and served as chairman and chief executive officer of Serco’s North American business from 2005 to 2013. Mr. Casey also served as group president of LG&E Energy, an electricity and natural gas company, as president and chief operating officer of Tenneco Energy, a diversified energy company, and was founder and chief executive officer of NP Energy, an energy marketing firm. He previously served as a director of Talen Energy (NYSE), from 2015 until it was sold in 2016.

Thomas C. Chubb, III brings extensive legal, operational, and branded products knowledge to the board of directors. Mr. Chubb, age 57, has served as chairman, chief executive officer and president of Oxford Industries, Inc. (NYSE), a publicly held, lifestyle apparel company with a brand portfolio that includes Tommy Bahama, Lilly Pulitzer, Southern Tide, The Beaufort Bonnet Company, and Duck Head, since 2015. During the course of his career with Oxford Industries, which spans more than 30 years, he was named vice president, general counsel, and secretary in 1999; executive vice president in 2004; president in 2009; a member of the board in 2012; and chief executive officer and president in 2013.

LOGO

Rhonda Gass brings extensive strategic and information technology experience to the board of directors. Ms. Gass, age 57, has served as vice president and chief information officer for Stanley Black & Decker since 2012 and was named an executive officer of the company the same year. Mrs. Gass is responsible for Stanley Black & Decker’s comprehensive and cross business unit IT strategy, delivery and support, and security infrastructure. She also leads the functional transformation activities for the company, focusing on effectiveness and efficiency. Previously, she was vice president of strategy, technology, and governance for Dell, where she worked for 12 years in positions of increasing scope and responsibility.

LOGO

Benjamin H. Griswold, IV has extensive experience in investment banking, corporate finance and strategic planning. Mr. Griswold, age 80, is partner and chairman of Brown Advisory. Mr. Griswold retired in February 2005 as senior chairman of Deutsche Bank Securities, a position he had held since 1999. Prior to that time, Mr. Griswold held several positions with Alex. Brown & Sons, ultimately being elected to the firm’s chairman of the board. Following the merger of Alex. Brown and Bankers Trust New York, he became senior chairman of BT Alex. Brown, which was acquired by Deutsche Bank in 1999. Mr. Griswold also served on the board of the New York Stock Exchange, completing his term in 1999. He served as a director and non-executive chairman of W.P. Carey Inc. (NYSE) since 2006 and 2012, respectively, until 2020. Previously he served as a director of Stanley Black & Decker, Inc. (NYSE) from 2001 until his retirement from the board effective April 20, 2016 and is a trustee emeritus of Johns Hopkins University.

FLOWERS FOODS, INC. - 2021 Proxy Statement 17

DIRECTORS AND CORPORATE GOVERNANCE

LOGO

Margaret G. Lewis brings extensive leadership experience and management skills to the board of directors. Her variety of senior management roles provides expertise in executive decision-making and strategic planning. Ms. Lewis, age 67, is the retired president of HCA’s Capital Division, which includes facilities in northern, central and southwestern Virginia, New Hampshire, Indiana and Kentucky. She began her career with HCA in 1978 and held several positions in nursing management and quality management before becoming chief nursing officer of HCA’s Richmond Division in 1997. Ms. Lewis became chief operating officer of CJW Medical Center in 1998 and chief executive officer in 2001. She is a registered nurse and a fellow with the American College of Healthcare Executives. Ms. Lewis served as a director of the Federal Reserve Bank of Richmond from September 2013 until December 2019, including chairman from January 2017 to December 2018 and deputy chair from January 2019 to December 2019. Ms. Lewis has served as a director of Flowers Foods since May 2014, and as a director of W.P. Carey Inc. (NYSE) since 2017. She previously served as a director of Smithfield Foods from 2011 to 2013.

LOGO

W. Jameson McFadden brings experience in investment banking and corporate finance to the board of directors. Mr. McFadden, 39, joined Wellington Shields & Co., a New York-based wealth management and investment firm, in 2006 as a research analyst and has served in his current role as president since January 2017. He also has served as chief executive officer of Capital Management Associates, a registered investment advisor based in New York, since 2014, and as head of sales and distribution for Blue Quail Wines, a winery in California, since 2010. He holds a bachelor’s degree in history from Loyola Marymount University and an MBA in finance and management from New York University’s Leonard N. Stern School of Business.

LOGO

A. Ryals McMullian has extensive leadership, operational and financial experience that he has acquired through multiple leadership positions held during his 18 years with the company. Mr. McMullian, age 51, was elected president and chief executive officer effective May 2019 and was elected to the board of directors in August 2019. He served as chief operating officer from June 2018 until May 2019 and as chief strategy officer from May 2017 until June 2018. Prior to that, Mr. McMullian served as vice president of mergers and acquisitions and deputy general counsel from 2015 until 2017, and vice president and associate general counsel from 2011 until 2015. He joined the company in 2003 as associate general counsel. He holds a master’s degree in business administration, a juris doctor, and a bachelor’s degree in finance and real estate from Florida State University.

LOGO

James T. Spear has extensive food and health care industry, and leadership experience with public and private companies along with expertise in acquisitions and divestitures, financial reporting and auditing, corporate finance, risk management, information technology, investor relations, and strategic planning. Mr. Spear, age 66, joined the company’s board of directors on January 1, 2015. Mr. Spear is the retired executive vice president and chief financial officer of Cadence Health, where he served from 2006 to 2012. Prior to that Mr. Spear served as vice president finance at Keebler Foods (NYSE) and also operated an independent advisory and consulting business. Since his retirement, Mr. Spear has periodically engaged in various consulting activities. Mr. Spear also currently serves on the board of directors of both The Trust Company of Illinois and The Trinity Forum. He also serves on the board of advisors to the Wheaton College Center for Faith, Politics, and Economics, where he previously served as an adjunct professor. Since 2013, the National Association of Corporate Directors has designated Mr. Spear as a Board Leadership Fellow.

LOGO

Melvin T. Stith, Ph.D. has a significant background in marketing and accounting, has a high level of financial literacy and brings a unique academic perspective to the board of directors. Dr. Stith, age 74, is the former interim president of Norfolk State University. He previously served as dean emeritus of the Whitman School of Management at Syracuse University in New York. From June 2013 until he retired in December 2015, he was professor of marketing at the Whitman School of Management. He previously served as dean of the Whitman School of Management from 2005 to 2013. Prior to that time, he was dean of the College of Business at Florida State University and the Jim Moran Professor of Business Administration. He also is a director of Aflac Incorporated (NYSE) (2012-present). Dr. Stith previously served as a director of Synovus Financial Corp. (NYSE) from 1998 until April 2019 and Keebler Foods Company from 1999 to 2001. He has served as a director of Flowers Foods since July 2004.

LOGO

Terry S. Thomas brings extensive brand and consumer products experience to the board of directors. Mr. Thomas, age 51, has served as executive vice president, chief customer officer US for the Unilever Group, a global food, personal care, and household products company, since August 2019. During his career with Unilever, he was named sector vice president of customer development in 2013 and senior vice president of customer development, U.S. grocery channel, DSD & natural channel in 2018. Prior to joining Unilever, Mr. Thomas worked for PepsiCo, Inc. (NASDAQ) for 13 years, serving as vice president and general manager of various business channels, including small format, global convenience, gas, drug, dollar, and super regional grocery. Mr. Thomas also held management positions at the Coca-Cola Company (NYSE), Clorox Company (NYSE), and Procter & Gamble Company (NYSE). He holds a bachelor’s degree in economics from Northwestern University and an MBA from the Kellogg School of Management at Northwestern University.

18 FLOWERS FOODS, INC. - 2021 Proxy Statement

DIRECTORS AND CORPORATE GOVERNANCE

LOGO

C. Martin Wood III has a high degree of financial literacy and extensive knowledge of the company gained through his 50 years of service with the company, 22 of which he served as its chief financial officer. Mr. Wood, age 77, has been a partner in Wood Associates, a private investment firm, since January 2000. He retired as senior vice president and chief financial officer of Flowers Industries, Inc. on January 1, 2000, a position that he had held since 1978. Mr. Wood has served as a director of Flowers Foods since March 2001 and he previously served as a director of Flowers Industries, Inc. from 1975 until March 2001. Mr. Wood joined the company in 1970. Mr. Wood also serves as senior active trustee on the board of Archbold Medical Center and as a trustee for the Archbold Foundation.

FLOWERS FOODS, INC. - 2021 Proxy Statement 19

DIRECTORS AND CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

General

We believe that good corporate governance is essential to ensure that the company is effectively managed for the long-term benefit of our shareholders. We have thoroughly reviewed our corporate governance policies and practices and compared them with those recommended by corporate governance advisors and the policies and practices of other publicly-held companies.

Based upon this review we have adopted the following corporate governance documents:

•

Corporate Governance Guidelines

•

Audit Committee Charter

•

Compensation Committee Charter

•

Nominating/Corporate Governance Committee Charter

•

Finance Committee Charter

•

Code of Business Conduct and Ethics for Officers and Members of the Board of Directors

•

Stock Ownership Guidelines

•

Flowers Foods, Inc. Employee Code of Conduct

•

Disclosure Policy

You can access the full text of all these corporate governance documents on our website at www.flowersfoods.com by clicking on the “INVESTORS” tab and selecting “CORPORATE GOVERNANCE.” You can also receive a copy of these documents by writing to Flowers Foods, Inc., 1919 Flowers Circle, Thomasville, Georgia 31757, Attention: Shareholder Relations Department.

Determination of Independence

Pursuant to our corporate governance guidelines, the nominating/corporate governance committee and the board of directors are required to annually review the independence of each director and director-nominee. During this review, transactions and relationships among each director and director-nominee or any member of his or her immediate family and the company are considered, including, among others, all commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships and those reported in this proxy statement under the section entitled “Transactions with Management and Others.” In addition, transactions and relationships among directors or director-nominees or their affiliates and members of senior management and their affiliates are examined.

The purpose of this annual review is to determine whether each director and director-nominee meets the applicable criteria for independence in accordance with the SEC rules and regulations, NYSE Rules and our corporate governance guidelines. Only those directors who meet the applicable criteria for independence and the board of directors affirmatively determines to have no direct or indirect material relationship with the company are considered independent directors.

As part of our corporate governance guidelines, we have adopted categorical standards, which provide that certain relationships will be considered material relationships and will preclude a director’s independence. Under these standards, an “independent” director is one who:

•

has not been employed by the company or any of its subsidiaries or affiliates, or whose immediate family member has not been employed as an executive officer by the company, within the previous three years;

•

does not, or whose immediate family member does not, receive more than $120,000 per year in direct compensation from the company, other than director and committee fees and pension or other forms of deferred compensation for prior service, provided such compensation is not contingent in any way on continued service (such person is presumed not to be “independent” until three years after he or she (or their immediate family member) ceases to receive more than $120,000 per year in such compensation); provided that

compensation received by an immediate family member for service as an employee of the company (other than as an executive officer) need not be considered;

•

is not affiliated with or employed by, or whose immediate family member is not affiliated with or employed in a professional capacity by, a present or former internal or external auditor of the company (such person is not “independent” until three years after the end of either the affiliation or the auditing relationship);

•

is not employed, or whose immediate family member is not employed, as an executive officer of another company where any of Flowers Foods’ present executives serve on such other company’s compensation committee (such person is not “independent” until three years after the end of such service or the employment relationship); and

•

is not a current employee, or whose immediate family member is not a current executive officer, of a company that has made payments to, or received payments from, Flowers Foods or any of its subsidiaries or affiliates for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues.

The nominating/corporate governance committee and the board of directors conducted the required annual independence review in February 2021. Upon the recommendation of the nominating/corporate governance committee, the board of directors affirmatively determined that a majority of our directors and director-nominees are independent of the company and its management as required by the SEC rules and regulations, NYSE Rules and our corporate governance guidelines. Messrs. Deese, Casey, Chubb, Griswold, McFadden, Spear, Thomas and Wood, Dr. Stith and Mses. Lewis and Gass are independent directors and director-nominees, as applicable. Mr. McMullian is an inside director because he is currently the president and chief executive officer of the company. In determining the independence of Mr. Deese, the board of directors considered the employment by the company of his family members. Each director and director-nominee abstained from voting on his or her own independence.

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DIRECTORS AND CORPORATE GOVERNANCE

The foregoing discussion of director independence is applicable only to service as a member of the board of directors, the compensation committee and the nominating/corporate governance committee.

Additional guidelines apply to the members of the audit committee under the SEC rules and regulations and NYSE Rules.

Presiding Director

Pursuant to our corporate governance guidelines, the board of directors created the position of “presiding director,” whose primary responsibilities are to preside over periodic executive sessions of the board of directors in which non-independent directors and other members of management do not participate and to:

•

serve as the liaison between the chairman of the board of directors and the independent, non-management directors of the company;

•

oversee information sent by the company to directors;

•

review meeting agendas and schedules for the board of directors;

•

call meetings of the independent, non-management directors; and

•

be available for consultation and director communication with shareholders.

Each year at the meeting of the board of directors following the annual meeting, a presiding director is appointed among the independent directors to serve until the company’s annual meeting of shareholders the following year. On May 21, 2020, Benjamin H. Griswold, IV was reappointed to serve as the presiding director until the 2021 annual meeting of shareholders.

The Board of Directors and Committees of the Board of Directors

In accordance with the company’s amended and restated bylaws (the “bylaws”), the board of directors has set the number of members of the board of directors at twelve. The board of directors held five meetings in fiscal 2020, and no incumbent director attended fewer than 75% of the aggregate of:

•

the total number of meetings of the board of directors held during the period for which he or she has been a director; and

•

the total number of committee meetings held by all committees of the board of directors on which he or she served during the periods that he or she served.

The board of directors has established several standing committees: an audit committee, a nominating/corporate governance committee, a compensation committee and a finance committee. The board of directors has adopted a written charter for each of these committees, all of which are available on the company’s website at www.flowersfoods.com.

The following table describes the current members of each of the committees and the number of meetings held during fiscal 2020:


	Audit Committee	Nominating/Corporate Governance Committee	Compensation Committee	Finance Committee
George E. Deese*
Edward J. Casey, Jr.*	X			X
Thomas C. Chubb, III*	X			X
Rhonda Gass*	X			X
Benjamin H. Griswold, IV*		Chair	X
Margaret G. Lewis*		X	Chair
W. Jameson McFadden*	X			X
A. Ryals McMullian
James T. Spear*	Chair			X
Melvin T. Stith, Ph.D.*		X	X
Terry S. Thomas*	X			X
C. Martin Wood III*	X			Chair
NUMBER OF MEETINGS	9	5	4	5

*	Independent Directors

FLOWERS FOODS, INC. - 2021 Proxy Statement 21

DIRECTORS AND CORPORATE GOVERNANCE

Audit Committee

Under the terms of its charter, the audit committee represents and assists the board of directors in fulfilling its oversight responsibilities with respect to:

•

the integrity of our financial statements;

•

our compliance with legal and regulatory requirements;

•

the independent registered public accounting firm’s qualifications and independence; and

•

the performance of the company’s internal audit function and the independent registered public accounting firm.

The audit committee’s duties and responsibilities include:

•

responsibility for overseeing our financial reporting process on behalf of the board of directors;

•

direct responsibility for the appointment, retention, termination, compensation and oversight of the work of the independent registered public accounting firm employed by the company, which reports directly to the committee, and sole authority to pre-approve all services to be provided by the independent registered public accounting firm;

•

review and discussion of our annual audited financial statements and quarterly financial statements with management and our independent registered public accounting firm;

•

review of the internal audit function’s organization, plans and results and of the qualifications and performance of our independent

registered public accounting firm (our internal audit function and its compliance officer report directly to the audit committee);

•

review with management and our independent registered public accounting firm the effectiveness of our internal controls;

•

review with management any material legal matters and the effectiveness of our procedures to ensure compliance with our legal and regulatory responsibilities, including the monitoring of our whistle-blower hotline;

•

discussion of guidelines and policies with respect to risk assessment and risk management to assess and manage the company’s exposure to risk; and

•

oversight of the company’s enterprise risk management activities (“ERM”), with the full understanding that responsibility for ERM continues to be shared by the entire board of directors and all directors have the authority and obligation to scrutinize the company’s ERM efforts.

The board of directors has determined that all audit committee members serving during 2020 are or were “independent” under the SEC rules and regulations, NYSE Rules and our corporate governance guidelines.

The board of directors has also determined that Mr. Spear is an “audit committee financial expert” under Item 407(d)(5) of Regulation S-K of the Securities Act of 1933. Each member of the audit committee is financially literate, knowledgeable and qualified to review financial statements.

Nominating/Corporate Governance Committee

Under the terms of its charter, the nominating/corporate governance committee is responsible for considering and making recommendations to the board of directors with regard to the function and needs of the board of directors, and the review and development of our corporate governance guidelines. In fulfilling its duties, the nominating/corporate governance committee shall:

•

receive identification of individuals qualified to become board members;

•

select, or recommend that the board of directors select, the director-nominees for our next annual meeting of shareholders;

•

evaluate incumbent directors;

•

develop and recommend corporate governance principles applicable to the company;

•

review possible conflicts of interest of directors and management and make recommendations to prevent, minimize or eliminate such conflicts;

•

make recommendations to the board of directors regarding the independence of each director or director-nominee;

•

review director compensation;

•

review the company’s stock ownership guidelines applicable to executive officers and non-employee directors and monitor compliance with such guidelines;

•

oversee the evaluation of the board of directors and management;

•

assist the board of directors in fulfilling its oversight responsibilities relating to corporate responsibility and environmental, social and governance (ESG) matters;

•

oversee risks related to ethics issues, shareholder activism, change of control, investor relations and corporate structure;

•

review succession planning issues and report its findings and recommendations, if any, to the board of directors; and

•

perform any other duties and responsibilities delegated to the committee from time to time.

The board of directors has determined that all members of the nominating/corporate governance committee are “independent” under the SEC rules and regulations, NYSE Rules and our corporate governance guidelines. For information relating to nomination of directors by shareholders, please see “— Selection of Director-Nominees.”

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Compensation Committee

Under the terms of its charter, the compensation committee has overall responsibility for evaluating and approving the company’s compensation plans, policies and programs. The compensation committee’s duties and responsibilities include:

•

review and approval of corporate goals and objectives relevant to our chief executive officer’s compensation, evaluation of our chief executive officer’s performance in light of these goals and objectives, and, either as a committee or together with the other independent directors (as directed by the board of directors), determination and approval of our chief executive officer’s compensation level based on this evaluation;

•

making recommendations to the board of directors with respect to senior officer compensation, incentive-compensation plans and equity-based plans;

•

administration of equity-based incentive plans and other plans adopted by the board of directors that contemplate administration by the compensation committee;

•

overseeing regulatory compliance with respect to compensation matters;

•

review of employment agreements (if any), severance agreements and any severance or other termination payments proposed with respect to any of our executive officers;

•

overseeing risks related to executive compensation disclosures, human capital needs, intellectual capital loss, labor relations, employee retention and public compensation disclosures; and

•

production of a report on executive compensation for inclusion in our proxy statement for the annual meeting of shareholders.

For fiscal 2020, the compensation committee completed its annual review of our compensation philosophies and practices with respect to our employees and concluded that the risks arising from such policies and practices are not reasonably likely to have a material adverse effect on us. While risk is inherent in any strategy for growth, the company’s compensation programs minimize risk through the following design elements, among others:

•

balanced incentive plans designed to reward both annual and long-term performance, and both internal and stock price performance;

•

incentive goals set at the corporate level;

•

capped incentives;

•

double-trigger equity vesting upon a change of control;

•

stock ownership guidelines requiring the Named Executives to own a significant amount of our common stock; and

•

the Clawback Policy (as defined below) applies to executive officers and provides for mandatory recoupment in the event of an accounting restatement due to material noncompliance with financial reporting requirements and discretionary recoupment in the event the recipient engages in certain types of detrimental activity.

The board of directors has determined that all members of the compensation committee are “independent” under SEC rules and regulations, NYSE Rules and our corporate governance guidelines.

Finance Committee

Under the terms of its charter, the finance committee reviews and makes recommendations with respect to financial matters affecting the company. The finance committee’s duties and responsibilities include:

•

making recommendations to the board of directors with respect to (i) management’s capital expenditure plans and other uses of the company’s cash flows (including the financial impact of stock repurchases, acquisitions and the payment of dividends), (ii) the company’s credit facilities, (iii) commodities hedging and (iv) liquidity matters;

•

making plan design recommendations to the board of directors with respect to the approval, adoption and any significant amendment of all defined benefit and defined contribution retirement plans;

•

recommending to the board of directors appointments to and having oversight over the Fiduciary Oversight Committee; and

•

being responsible for oversight of risks regarding the following matters:

–

leverage and debt service/cash flow;

–

access to capital;

–

deployment of capital;

–

mergers and acquisitions;

–

benefit plan funding and multi-employer pension plan funding;

–

use of derivatives, including for commodity and foreign currency exchange;

–

global procurement and interruption of supply chain;

–

volatility of inventory because of inflation or deflation; and

–

energy availability and cost, including unstable fuel costs.

FLOWERS FOODS, INC. - 2021 Proxy Statement 23

DIRECTORS AND CORPORATE GOVERNANCE

Board Leadership Structure

Mr. Deese, our former executive chairman of the board of directors, is non-executive chairman and continues to provide guidance regarding the strategic direction of the company. Mr. McMullian, in his role as president and chief executive officer, has primary responsibility for the day-to-day operations of the company. In his role as non-executive chairman of the board of directors, Mr. Deese continues to set the strategic priorities for the board of directors (with input from the presiding director), preside over its meetings and communicate its strategic findings and guidance to management. The board of directors believes that the close working relationship between the president and chief executive officer and non-executive chairman of the board of directors will continue to provide consistent communication and coordination throughout the organization, which results in a more effective and efficient implementation of corporate strategy. The board of directors further believes that Mr. Deese’s continued active role on

the board of directors is important in unifying the company’s strategy behind a consistent vision as the company transitions through its established succession plans.

As noted earlier, the independent non-management directors reappointed Mr. Griswold as independent presiding director in fiscal 2020, which provides balance to the board’s leadership structure. With a supermajority of independent directors, an audit committee, compensation committee, nominating/corporate governance committee and finance committee each comprised entirely of independent directors, and an independent presiding director to oversee all meetings of the independent directors, the board of directors believes the existing leadership structure provides for an appropriate balance that best serves the company and its shareholders. The board of directors annually reviews its leadership structure to ensure that it remains the optimal structure for the company and its shareholders.

Risk Management

The board of directors is actively involved in oversight of risks that could affect the company. This oversight is conducted primarily through the audit committee, as described above and in the audit committee charter, but the full board of directors has retained responsibility for general oversight of risks. Specifically, the board of directors has responsibility for overseeing, reviewing and monitoring the company’s overall risks, and each board committee is responsible for the oversight of specific risk areas relevant to its purpose as provided in the committee charters. The overall responsibility of the board of directors and its committees is enabled by an enterprise risk management model and process implemented by management that is designed to identify, assess, manage and mitigate risks. The board of directors satisfies this responsibility through full reports by each committee chair regarding the

committee’s considerations and actions, as well as through regular reports to the board of directors directly from management responsible for oversight of particular risks within the company. In addition, the compensation committee, nominating/corporate governance committee and finance committee are responsible for the oversight of specific risks, as described above and in each committee’s charter. The company believes that the board’s leadership structure, discussed in detail above, supports the risk oversight function of the board of directors. Strong directors chair the various board committees involved with risk oversight, there is open communication between management and directors and all directors are actively involved in the risk oversight function.

Relationships Among Certain Directors

W. Jameson McFadden is the nephew of the spouse of C. Martin Wood III.

Attendance at Annual Meetings

In accordance with our corporate governance guidelines, directors are expected to rigorously prepare for, attend and participate in all meetings of the board of directors and meetings of the committees on which they serve and to devote the time necessary to appropriately discharge their

responsibilities. Aside from these requirements, the company does not maintain a formal policy for attendance by directors at annual meetings of shareholders. All of our directors attended the annual meeting of shareholders held virtually on May 21, 2020.

Selection of Director-Nominees

The nominating/corporate governance committee identifies and considers director candidates recommended by its members and other directors, as well as management and shareholders. A shareholder who wishes to recommend a prospective director-nominee for the committee’s consideration should submit the candidate’s name and qualifications to Flowers Foods, Inc., 1919 Flowers Circle, Thomasville, Georgia 31757, Attention: Chief Legal Counsel. The nominating/corporate governance committee will also consider whether to

recommend for nomination any person identified by a shareholder pursuant to the provisions of our bylaws relating to shareholder nominations. Recommendations by shareholders that are made in accordance with these procedures will receive the same consideration given to nominees of the nominating/corporate governance committee.

The nominating/corporate governance committee believes that any director-nominee must meet the director qualification criteria set forth in

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our corporate governance guidelines before such director-nominee can be recommended for election to the board of directors. These factors include:

•

integrity and demonstrated high ethical standards;

•

the ability to express opinions, raise tough questions and make informed, independent judgments;

•

experience managing or operating public companies;

•

knowledge, experience and skills in at least one specialty area;

•

ability to devote sufficient time to prepare for and attend board of directors meetings;

•

willingness and ability to work with other members of the board of directors in an open and constructive manner;

•

ability to communicate clearly and persuasively; and

•

diversity in background, personal and professional experience, viewpoints or other demographics.

The nominating/corporate governance committee considers these factors as it deems appropriate, as well as other factors it determines are pertinent in light of the current needs of the board of directors. The nominating/corporate governance committee may use the services of a third-party executive search firm to assist it in identifying and evaluating possible director-nominees.

Shareholder & Other Interested Party Communication with Directors

The board of directors will give proper attention to written communications that are submitted by shareholders and other interested parties and will respond if appropriate. Shareholders and other interested parties interested in communicating directly with the board of directors as a group, the independent, non-management directors as a group or any individual director may do so by writing to Flowers Foods, Inc., 1919 Flowers Circle, Thomasville, GA 31757,

Attention: Presiding Director. Absent circumstances contemplated by committee charters, the chair of the nominating/corporate governance committee and the presiding director, with the assistance of our chief legal counsel, will monitor and review all correspondence from shareholders and other interested parties and provide copies or summaries of such communications to other directors as they deem appropriate.

Social Responsibility

At Flowers Foods, we recognize our responsibility to uphold the company’s founding values, which for more than 100 years have always centered on working ethically, responsibly, and with integrity. We also look for ways to make a positive difference at work and in our communities.

Our Workplace. We believe the talent and dedication of the Flowers Foods team is second to none in the baking industry. Our diverse workforce of talented, dedicated employees is one of the company’s most valuable assets.

Workplace Highlights

✓ We foster a work environment that is safe, inclusive, respectful, and fair – and that allows people of different backgrounds, experiences, and perspectives to reach common business and professional goals.

✓ In 2020, we began work on a comprehensive diversity, equity and inclusion program to ensure our workplace values all people and allows team members to reach their full potential.

✓ The safety of our team members is a top priority.

✓ Flowers Foods prohibits discrimination and harassment of any type without regard to race, color, religion, age, sex, national origin, disability status, genetics, protected veteran status, sexual orientation, gender identity or expression, or any other characteristic protected by federal, state or local laws.

✓ We are successful because of our employees, and they share in that success, as we provide competitive wages and benefits, and when annual company goals are met, eligible team members at all levels are rewarded with a bonus.

Sustainability. Sustainability is core to our strategy and how we connect with consumers and grow our company. Our leading brands and delicious bakery foods are made with a commitment to operating efficiently, reducing waste, and sourcing ingredients responsibly.

As part of that strategy, we recognize our responsibility to uphold the company’s founding values, which for more than 100 years have centered on working ethically, responsibly, and with integrity. We also look for ways to make a positive difference at work and in our communities. By collaborating with stakeholders, including team members, business partners, suppliers, and customers, we’re working to become a more sustainable company.

We integrate environmental, social and governance objectives into our decision making to deliver long-term value. In doing so, we consider

guidance by our stakeholders and third-party frameworks, including the Sustainability Accounting Standards Board (SASB).

To reduce our environmental impact and to improve our operational efficiency, we have set specific goals focused on addressing carbon emissions, energy usage, water sustainability, waste and recycling, packaging, and logistics.

Flowers Foods 2025 Sustainability Goals:

•

Reducing greenhouse gas emissions. Flowers continues to find new ways to integrate energy efficiency into the business to achieve our carbon reduction goal. For example, we incorporated energy efficiency into the design of a recent line addition at the Suwanee, Georgia bakery. Fifteen Flowers bakeries achieved U.S. Environmental Protection Agency (EPA) ENERGY STAR Certification in 2020 in part due to these improvements.

FLOWERS FOODS, INC. - 2021 Proxy Statement 25

DIRECTORS AND CORPORATE GOVERNANCE

•

Reducing water use. We are committed to applying water stewardship principles to all aspects of our business. We seek to assess and reduce water usage across our direct operations and supply chain through monitoring, water re-use (in processes that do not come into direct contact with food products), and training and recognition programs.

•

Reducing waste to landfill company-wide. We have strengthened our waste program and developed innovative methods to reduce and reuse materials at our bakeries and warehouses. Flowers conducts site assessments to identify potential recycling savings and improvements.

As a result, we have invested in waste equipment, such as balers and compactors, to improve recycling efforts at several bakeries.

•

Converting packaging to recyclable/reusable or compostable material and introducing recycled materials into packaging. Flowers looks for ways to improve the sustainability of our packaging and limit the amount of materials used to package our products. Most packaging is made of recycled or recyclable materials.

•

Sourcing 100% RSPO-certified palm oil for all cake products and maintaining RSPO Supply Chain Certification for all cake bakeries. We are proud to have achieved these targets.

Sustainability Highlights

✓ Established new, more aggressive sustainability goals for 2025

✓ 15 EPA ENERGY STAR Certified Bakeries

✓ Partnered with EPA Energy Star and the Department of Energy (DOE) Better Plants Program.

✓ Improved waste and recycling program to increase internal support, identify new recycling opportunities, and share best practices

✓ Sold product in 100% recyclable bread bags

✓ Reused more than 150,000 pallets

✓ Responded publicly to CDP’s Water, Climate and Forests programs

Community Involvement. Flowers Foods is committed to giving back to the community. We focus on helping improve the lives of children, feeding the hungry, and supporting veterans. Additionally, our Dave’s Killer Bread brand is built upon the belief that everyone is capable of greatness, and that a second chance can change lives.

Community Involvement Highlights

✓ Donated a total of $8.8 million in bakery foods toward the mission of Feeding America and other food banks in 2020.*

✓ Broadened our support of racial equality and education in 2021 with a collective $1.5 million donation to the Thurgood Marshall College Fund (TMCF), the United Negro College Fund, and the NAACP Legal Defense Fund and was a sponsor of #RISE, TMCF’s 2020 annual homecoming and fundraising event.

✓ Through our Wonder Bread and Tastykake brands, we have made a commitment to donate up to $0.9 million to the USO by the end of 2022 in addition to the $0.9 million of donations through fiscal 2020.

✓ We recruit U.S. military veterans, employing more than 600 veterans in 2020.**

✓ Established in 2015, the Dave’s Killer Bread Foundation strives to inspire other businesses to become Second Chance Employers. Nearly 30% of the workforce in the Dave’s Killer Bread Oregon bakery has a criminal background.

*Total value of product donations in wholesale dollars **A veteran is any individual who has served honorably on active duty in the Armed Forces of the United States.

DIRECTOR COMPENSATION

General

Based upon the recommendations of the nominating/corporate governance committee, the board of directors considers and establishes director compensation. An employee of the company who also serves as a director does not receive any additional compensation for serving as a director or as a member or chair of a board committee.

2020 Director Compensation Package

During 2020, the directors’ compensation package for non-employee directors was based on the following principles:

•

a significant portion of director compensation should be aligned with creating and sustaining shareholder value;

•

directors should have an equity interest in the company; and

•

total compensation should be structured to attract and retain a diverse and superior board of directors.

The nominating/corporate governance committee annually reviews the status of director compensation in relation to other comparable companies and other factors it deems appropriate. In 2020, that committee engaged Meridian Compensation Partners (“Meridian”), an independent compensation consultant, to assist it in its assessment of the competitiveness of director compensation. Meridian developed two peer groups of companies comparable to Flowers Foods in size – an

26 FLOWERS FOODS, INC. - 2021 Proxy Statement

DIRECTORS AND CORPORATE GOVERNANCE

industry-specific group and a general industry group – and provided details of the values and designs of the director pay programs at those companies. The nominating/corporate governance committee considered that data, the frequency of expected changes to director

pay at Flowers Foods, the expected rate of change in that data and other relevant factors to determine the 2020 program shown below.

The resulting program, slightly modified for 2020, is in the midrange of both peer groups.

Cash and Stock Compensation

Given the above principles and market data, the non-employee director compensation package consisted of the following:


Compensation Element	2019 Program		2020 Program
Annual Cash Retainer		$100,000		$100,000	⁽¹⁾
Committee Chair Retainers:
● Audit Committee		$ 22,500		$ 22,500	⁽²⁾
● Compensation Committee		$ 20,000		$ 20,000
● Nominating/Corporate Governance Committee		$ 15,000		$ 15,000
Finance Committee		$ 15,000		$ 15,000
Audit Committee Member Retainer		$ 7,500		$ 7,500
Presiding Director Retainer		$ 20,000		$ 20,000
Non-Executive Chairman Retainer		$170,000		$100,000	⁽³⁾
Annual Stock Award		$130,000		$130,000	⁽⁴⁾

(1)

Cash retainers may be deferred at the director’s option; see “ — Additional Compensation Program Details.”

(2)

Includes audit committee member retainer.

(3)

The retainer for the non-executive chairman will be unchanged for 2021.

(4)

Vests one year from the date of grant based upon the closing price of the company’s common stock on May 27, 2021. Shares issued are calculated by dividing the dollar amount of the award by the stock price on the award date and are rounded down to the nearest whole share.

Additional Compensation Program Details

Non-employee directors are eligible to participate in the 2014 Omnibus Equity and Incentive Compensation Plan (the “Omnibus Plan”) and the Executive Deferred Compensation Plan (the “EDCP”).

Non-employee directors have the option to convert their annual cash board retainer fees into deferred stock equal in value to the cash payments they would otherwise have received. These deferred shares

vest pro rata over a one-year period based on service. Accumulated dividends are paid upon the delivery of the vested shares.

Non-employee directors may alternatively elect to defer all or any portion of their annual retainers and cash committee fees into an interest-bearing account in the EDCP. Generally, the deferral plus interest is paid to the director upon retirement or termination from the company’s board of directors.

Stock Ownership Guidelines

In order to align the economic interests of directors with those of shareholders, all directors are expected to hold shares of common stock in the company. A non-employee director must own shares of common stock with a value of at least six times the annual cash retainer paid to the non-employee directors. In addition, the non-executive chairman of the board of directors is required to hold six times his

annual board retainer plus his additional cash retainer. All direct holdings of our common stock, certain indirect holdings, and all vested and unvested shares of deferred stock are included for purposes of determining compliance. Directors have five years to meet the required guidelines. All non-employee directors with at least five years of service were in compliance with the guidelines as of March 8, 2021.

Other Arrangements

We reimburse all directors for out-of-pocket expenses incurred in connection with attendance at board of directors meetings, or when traveling in connection with the performance of their services for the company. Individuals in their service as directors do not receive any additional retirement benefits. Any retirement benefits received are due to legacy participation in benefit programs when they were employees of the company.

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DIRECTORS AND CORPORATE GOVERNANCE

DIRECTOR SUMMARY COMPENSATION TABLE

The following table details compensation to non-employee members of the board of directors for the 2020 fiscal year:


Name	Fees Earned or Paid in Cash ($)⁽¹⁾		Stock Awards ($)⁽²⁾		Change in Pension Value and Nonqualified Deferred Comp. Earnings ($)⁽³⁾		All Other Comp. ($)⁽⁴⁾		Total ($)
George E. Deese		200,000		130,000		—		13,969		343,969
Edward J. Casey, Jr.⁽⁵⁾		58,333		97,500		—		—		155,833
Thomas C. Chubb, III⁽⁵⁾		58,333		97,500		—		—		155,833
Rhonda Gass		107,500		130,000		15,336		—		252,836
Benjamin H. Griswold, IV		135,000		130,000		—		—		265,000
Margaret G. Lewis		119,792		130,000		10,040		—		259,832
David V. Singer⁽⁶⁾		50,000		—		—		—		50,000
James T. Spear		122,500		130,000		—		—		252,500
Melvin T. Stith, Ph.D.		100,000		130,000		—		—		230,000
Terry S. Thomas⁽⁵⁾		58,333		97,500		—		—		155,833
C. Martin Wood III		122,500		130,000		—		—		252,500

(1)

Directors have the option under the Omnibus Plan to convert their annual board of directors’ retainer fees into deferred stock equal in value to the cash payments these directors would have otherwise received. Directors may also elect to defer all or a portion of their annual retainer and cash committee fees, if any, through the EDCP. In 2020, Ms. Gass elected to defer 50% of her annual board of directors’ retainer fees into the EDCP. In fiscal 2020, under the Omnibus Plan, Ms. Gass elected to convert 50% of her annual board of directors’ retainer fees to deferred stock equal in value to the cash payments she would have received. Such deferred stock vests pro rata over one year from the date of grant and is delivered to the grantee along with accumulated dividends at a designated time selected by the grantee at the date of the grant. The deferred stock is accounted for in accordance with the provisions of Financial Accounting Standards Board (“FASB”) ASC Topic 718 (“ASC 718”).

(2)

The stock awards represent the grant date fair value computed in accordance with ASC 718 of deferred stock granted to each non-employee director under the Omnibus Plan in fiscal 2020 and deferred stock granted in connection with certain directors’ elections to convert annual retainer fees into deferred stock. Deferred stock awards vest one year from the date of grant and deferred stock granted in connection with a director’s election to convert annual board of directors retainer fees into deferred stock under the Omnibus Plan vests pro rata over a one-year period from the date of grant. Details regarding the deferred stock outstanding (vested and non-vested) by director as of January 2, 2021 are as follows:


Name	Deferred Stock (#)		Deferred Stock ($)
George E. Deese		5,700		128,991
Edward J. Casey, Jr.⁽⁵⁾		3,980		90,067
Thomas C. Chubb, III⁽⁵⁾		3,980		90,067
Rhonda Gass		32,069		725,721
Benjamin H. Griswold, IV		5,700		128,991
Margaret G. Lewis		5,700		128,991
W. Jameson McFadden⁽⁶⁾		—		—
David V. Singer⁽⁷⁾		—		—
James T. Spear		22,849		517,073
Melvin T. Stith, Ph.D.		84,332		1,908,433
Terry S. Thomas⁽⁵⁾		3,980		90,067
C. Martin Wood III		5,700		128,991

(3)

Amounts reported in this column represent above-market earnings on deferred compensation under the EDCP for Mses. Gass and Lewis. The Company transferred all benefit obligations under the pension plan to a highly rated insurance company on March 4, 2020 in the form of a group annuity contract which began paying benefits on May 1, 2020. As a result, for Messrs. Deese and Wood changes in pension value under the Retirement Plan were $0.

(4)

Amounts reported as “All Other Compensation” in the Director Summary Compensation Table above is primarily administrative support provided to Mr. Deese by the company for his service as non-executive chairman of the board of directors.

(5)

On August 14, 2020, the board of directors elected Messrs. Casey, Chubb and Thomas as directors, effective immediately.

(6)

On November 13, 2020, the board of directors elected Mr. McFadden as a director, effective January 4, 2021.

(7)

Mr. Singer’s term as a director expired upon his retirement effective at the 2020 annual meeting of shareholders.

28 FLOWERS FOODS, INC. - 2021 Proxy Statement

TRANSACTIONS WITH MANAGEMENT AND OTHERS

Chris Mulford, the son-in-law of George E. Deese, the non-executive chairman of the board of directors, was employed by the company throughout fiscal 2020 as a general plant manager. In fiscal 2020, he was paid an aggregate salary and cash bonus and received vested time-based restricted stock units for total compensation of $244,818. Mr. Mulford is not an executive officer of the company.

Additionally, Margaret Ann Marsh, the daughter of Robert Benton, an executive officer, was employed by the company throughout fiscal 2020 as the Vice President of Sustainability and Environmental Sustainability. In fiscal 2020, she was paid an aggregate salary and cash bonus and received vested time-based restricted stock units for total compensation of $199,634. Ms. Marsh is not an executive officer of the company.

Any transaction between the company and a related party is disclosed to the nominating/corporate governance committee and then presented to the full board of directors for evaluation and approval. The company’s policies with respect to related party transactions are set forth in our corporate governance guidelines, which state that the company does not engage in transactions with related parties if such a transaction would cast into doubt the independence of the director, present the appearance of a conflict of interest or violate any applicable law, rule or regulation. Each of the transactions set forth above were reviewed and approved by the full board of directors in accordance with the company’s policies.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2020, Ms. Lewis, Messrs. Griswold and Singer, and Dr. Stith served on the compensation committee. No member of the compensation committee was, during 2020, an officer or employee of the company, was formerly an officer of the company, or had any relationship requiring disclosure by the company as a related party

transaction under Item 404 of Regulation S-K. During 2020, none of the company’s executive officers served on the board of directors or the compensation committee of any other entity, any officers of which served either on the company’s board of directors or its compensation committee.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Principal Shareholders

The following table lists information regarding the ownership of our common stock by the only non-affiliated individuals, entities or groups known to us to be the beneficial owner of more than 5% of our common stock:


Name and Address of Beneficial Owner	Shares of Common Stock Beneficially Owned		Percent of Class⁽¹⁾
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355⁽²⁾		18,177,472		8.58%
BlackRock, Inc. 55 East 52^nd Street New York, NY 10055⁽³⁾		17,205,892		8.12%
T. Rowe Price Associates, Inc. 100 E. Pratt Street Baltimore, MD 21202⁽⁴⁾		19,206,675		9.07%

(1)

Percent of class is based upon the number of shares of Flowers Foods common stock outstanding on March 8, 2021.

(2)

The beneficial ownership reported is based upon a Schedule 13G/A filed by The Vanguard Group on February 10, 2021. The Schedule 13G/A indicates that The Vanguard Group has sole dispositive power as to 17,844,418 shares, sole voting power as to zero shares, shared voting power as to 169,273 shares and shared dispositive power as to 333,054 shares.

(3)

The beneficial ownership reported is based upon a Schedule 13G/A filed by BlackRock, Inc. on January 29, 2021. The Schedule 13G/A indicates that BlackRock, Inc. has sole dispositive power as to all shares reported and sole voting power as to 16,504,183 shares.

(4)

The beneficial ownership reported is based upon a Schedule 13G/A filed by T. Rowe Price Associates, Inc. and T. Rowe Price Mid-Cap Value Fund, Inc. on February 16, 2021. The Schedule 13G/A indicates that T. Rowe Price Associates, Inc. has sole dispositive power as to all shares reported and sole voting power as to 6,812,244 shares. T. Rowe Price Mid-Cap Value Fund, Inc. has sole voting power as to 12,233,416 shares and no dispositive power as to any of the shares reported.

FLOWERS FOODS, INC. - 2021 Proxy Statement 29

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Share Ownership of Certain Executive Officers and Directors

The following table lists information as of March 8, 2021 regarding the number of shares owned by each director and each executive officer listed on the Summary Compensation Table included later in this proxy statement and by all of our directors and executive officers as a group. The address of each person in the table is Flowers Foods, Inc., 1919 Flowers Circle, Thomasville, Georgia 31757.


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership⁽¹⁾			Percent of Class
Bradley K. Alexander		320,642			*
Edward J. Casey, Jr.		3,316	⁽²⁾		*
Thomas C. Chubb, III		13,337	⁽³⁾		*
H. Mark Courtney		44,697			*
George E. Deese		3,064,876	⁽⁴⁾		1.45%
Rhonda Gass		18,765	⁽⁵⁾		*
Benjamin H. Griswold, IV		341,326	⁽⁶⁾		*
R. Steve Kinsey		328,657			*
Margaret G. Lewis		49,349	⁽⁷⁾		*
W. Jameson McFadden		9,274,175	⁽⁸⁾		4.38%
A. Ryals McMullian		897,786	⁽⁹⁾		*
James T. Spear		96,317	⁽¹⁰⁾		*
Melvin T. Stith, Ph.D.		129,539	⁽¹¹⁾		*
Terry S. Thomas		3,316	⁽¹²⁾		*
D. Keith Wheeler		59,168			*
C. Martin Wood III		10,085,923	⁽¹³⁾		4.76%
All Directors and Executive Officers as a Group (16 persons)		24,731,189	⁽¹⁴⁾		11.67%

*	Represents beneficial ownership of less than 1% of Flowers Foods common stock.

(1)

Unless otherwise indicated, each person has sole voting and dispositive power with respect to all shares listed opposite his or her name.

(2)

Includes 3,316 shares of deferred stock, which would be distributed to Mr. Casey if he had separated his service from the company on March 8, 2021.

(3)

Includes 3,316 shares of deferred stock, which would be distributed to Mr. Chubb if he had separated his service from the company on March 8, 2021.

(4)

Includes (i) 50,301 shares owned by the spouse of Mr. Deese, as to which shares Mr. Deese disclaims any beneficial ownership; (ii) 675,000 shares held by a family LLC, over which shares Mr. Deese shares joint voting and dispositive power; (iii) 263,568 shares held by ten family trusts, over which shares Mr. Deese shares joint voting and dispositive power; and (iv) 4,750 shares of deferred stock, which would be distributed to Mr. Deese if he had separated his service from the company on March 8, 2021.

(5)

Includes 7,973 shares of deferred stock, which would be distributed to Ms. Gass if she had separated her service from the company on March 8, 2021.

(6)

Includes (i) 5,062 shares owned by the spouse of Mr. Griswold, as to which shares Mr. Griswold disclaims any beneficial ownership; and (ii) 4,750 shares of deferred stock, which would be distributed to Mr. Griswold if he had separated his service from the company on March 8, 2021.

(7)

Includes 4,750 shares of deferred stock, which would be distributed to Ms. Lewis if she had separated her service from the company on March 8, 2021.

(8)

Includes: (i) 8,638,025 shares held by investment advisory clients of Wellington Shields & Co., of which Mr. McFadden is president; (ii) 460,383 shares held in a trust of which Mr. McFadden is the sole beneficiary and has no voting power over such shares; (iii) 128,491 shares held by family trusts, of which Mr. McFadden is trustee; and (iv) 96 shares held in custodial accounts, of which Mr. McFadden is custodian, in each case as to which shares Mr. McFadden disclaims any beneficial ownership. Mr. McFadden’s business address is Wellington Shields & Co., 140 Broadway, New York, NY 10005.

(9)

Includes (i) time-based restricted stock units of 43,330 shares, all of which are subject to forfeiture; (ii) 19,710 shares held by the spouse of Mr. McMullian and 95,025 shares held by family trusts for the benefit of Mr. McMullian’s minor children, in each case as to which shares Mr. McMullian disclaims any beneficial ownership; and (iii) 55,063 shares held by a corporation of which Mr. McMullian is a director and shares voting and dispositive power over the shares.

(10)

Includes (i) 100 shares held by Mr. Spear’s child, over which shares Mr. Spear shares voting and investment authority; and (ii) 11,218 shares of deferred stock, which would be distributed to Mr. Spear if he had separated his service from the company on March 8, 2021.

(11)

Includes (i) 64 shares held by the spouse of Dr. Stith as custodian for a minor child, as to which shares Dr. Stith disclaims any beneficial ownership; and (ii) 83,382 shares of deferred stock, which would be distributed to Dr. Stith if he had separated his service from the company on March 8, 2021.

(12)

Includes 3,316 shares of deferred stock, which would be distributed to Mr. Thomas if he had separated his service from the company on March 8, 2021.

(13)

Includes (i) 17,934 shares held by a trust of which Mr. Wood is trustee, 6,527,872 shares owned by the spouse of Mr. Wood and 2,301,915 shares held by trusts of which the spouse of Mr. Wood is independent trustee, including 460,383 shares held in a trust of which Mr. McFadden is the sole beneficiary and has sole dispositive power over such shares, in each case as to which shares Mr. Wood disclaims any beneficial ownership; and (ii) 4,750 shares of deferred stock, which would be distributed to Mr. Wood if he had separated his service from the company on March 8, 2021.

(14)

Includes 460,383 shares reported by Mr. McFadden and Mr. Wood as described above.

30 FLOWERS FOODS, INC. - 2021 Proxy Statement

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Delinquent Section 16(a) Reports

Based solely upon a review of our records and written representations by the persons required to file these reports, except as set forth below, all stock transaction reports required to be filed by Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), with the SEC were timely filed in fiscal 2020 by directors and executive officers.

Due to administrative errors, late Form 4s reporting awards of deferred stock granted to Messrs. Chubb and Thomas that were due on August 18, 2020 were filed on August 25, 2020, a late Form 3 for Mr. Casey and a late Form 4 reporting awards of deferred stock granted to Mr. Casey that were due on August 24, 2020 and August 18, 2020, respectively, were filed on August 31, 2020, and a late Form 4 reporting three purchases of shares by Dr. Stith’s spouse as custodian for a minor grandchild, which should have been reported by April 16, 2019, August 9, 2019 and September 17, 2020, respectively, was filed on January 28, 2021.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

2020 In Brief

COVID-19 Impact

The COVID-19 pandemic significantly impacted our business operations and results of operations during fiscal 2020. The resulting dramatic changes in consumer buying patterns has led to a significant rise in demand for our branded retail products, but sales through our non-retail category, which includes foodservice, restaurant, institutional, vending, thrift stores, and contract manufacturing, have declined substantially during the pandemic. The additional week in fiscal 2020 and decreases in legal settlement charges also contributed to the increase in income from operations, partially offset by greater restructuring and consulting costs and appreciation bonuses paid to frontline workers. Although sales of our branded retail products have moderated as the pandemic has continued, we cannot currently estimate when or if they will return to levels prior to the pandemic.

During the course of the COVID-19 pandemic, the Committee evaluated the impact of the pandemic on the company and, in consultation with its compensation consultant and management, determined not to make any discretionary adjustments to any component of the 2020 executive compensation program, including equity and non-equity performance-based compensation. However, in recognition and support of our frontline workers, we paid $12.3 million in bonuses to eligible hourly and non-exempt employees, leased labor, and contract workers in fiscal 2020. These appreciation bonuses are in addition to the company’s annual bonus program, in which all Flowers employees participate.

Looking Ahead

Today, we are a brands focused company dedicated to the consumer and committed to growing our most profitable brands through innovation, market expansion, and prudent mergers and acquisitions. Based on insights gained from the completion of Project Centennial, we have redefined our strategic priorities and our long-term goals which are as follows:

Strategic Priorities:

•

Develop team: Capabilities to build brands and create value.

•

Focus on brands: Enhance relevancy and expand presence. This objective is to invest in our brands to align brands to consumers to maximize our return on investment.

•

Prioritize margins: Optimize the portfolio and supply chain.

•

Smart M&A: Disciplined approach to acquisitions in the grain-based foods arena that enhance our branded portfolio and margin profile.

Long-term Goals:

•

Grow sales by 1% to 2% (excluding any future acquisitions).

•

Grow EBITDA by 4% to 6% (excluding any future acquisitions) (The company defines EBITDA as net income before interest, taxes, depreciation and amortization.).

•

Grow earnings per share by 7% to 9%.

Consideration of 2020 Say on Pay Vote

We currently hold our say on pay vote every year. At our 2020 annual meeting of shareholders, more than 97% of the shares voted were cast in support of our executive compensation program. As a result of the significant level of approval, we continued to apply similar principles to our executive compensation decisions during the remainder of 2020 and early 2021. Shareholders will have an opportunity to cast an advisory vote on the frequency of future say on pay votes at least every six years. The next required advisory vote on the frequency of future say on pay votes will occur no later than the company’s annual meeting of shareholders in 2023.

FLOWERS FOODS, INC. - 2021 Proxy Statement 31

EXECUTIVE COMPENSATION

Summary of Our Compensation Practices



Practices We Have Adopted				Practices We Do Not Engage in
• Pay targeted to the size-adjusted 50th percentile of market data • Long-term incentives that are entirely performance-based for Named Executives • Multiple performance measures used in incentive plans • Capped incentives • Clawback policy • Stock ownership guidelines for executives and outside directors and share retention requirements for executives

SEC Form DEF 14A filed by Flowers Foods, Inc.