Ladies and gentlemen, thank you for standing by, and welcome to the Flowers Foods Inc. annual meeting. I'll now turn the conference over to Ryals McMullian, Chairman of the Board and Chief Executive Officer of Flowers Foods.
Thank you. It's my pleasure to call to order the Flowers Foods 2026 annual meeting of shareholders. To those joining us today, welcome. We appreciate your interest in Flowers. Joining us in today's meeting are my fellow directors, Tom Chubb, our independent presiding director, George Deese, Rhonda Gass, Brigitte King, Margaret Lewis, Jameson McFadden , Joanne Smith, Sterling Spainhour, and Jim Spear. Others attending today's meeting from the Flowers team are Anthony Scaglione, Chief Financial Officer, Stephanie Tillman, Chief Legal Officer, and Brenda Smith, Corporate Legal Manager. Welcome to all. Now, I'll turn it over to Stephanie Tillman for the business portion of the meeting. Stephanie?
Thank you, Ryals. Good morning and welcome. The rules of conduct for this meeting may be accessed via the rules of conduct link on your screen. They describe the procedures outlined for voting and also for any technical issues during the meeting. Shareholder questions that were properly submitted in advance may be addressed at the end of the meeting during the Q&A session. Please note that the meeting is being recorded by Flowers. However, recording the meeting or copying materials presented at the meeting by any other person, including screenshots, is prohibited.
As corporate secretary of the company, I have submitted the following documents for this meeting: the notice of the meeting, which was mailed to all shareholders of record as of the close of business on March 24th, 2026, an affidavit of the distribution of that notice, which began on April 14th, 2026, and a certified list of the shareholders of record as of March 24th, 2026. Broadridge Financial Solutions is the official proxy tabulator for the meeting, and Brenda Smith will be serving as our Inspector of Election. The Inspector of Election has reported to me that we have a quorum. Voting today is by proxy and electronic ballot. Before we proceed, I'd like to point out that shareholders who have submitted proxies or who have previously voted do not need to vote again today.
However, they may choose to do so by following the link on the virtual meeting site, and their vote today will supersede any previous votes. The votes cast during this meeting will be included by the Inspector of Election in her final report. It is recommended that the reading of the minutes of the 2025 annual meeting of shareholders be waived and that such minutes stand approved. May we have a motion to that effect?
I so move.
Second.
All in favor, please indicate by saying aye. Aye.
Aye.
Aye.
All opposed? The motion carries. There are four proposals duly submitted to be voted upon. The first is the election of nine director nominees to serve for one-year terms. Second, an approval on an advisory basis of the company's named executive officer compensation. Third, the ratification of the appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm. Fourth, approval of the Flowers Foods, Inc. 2026 Equity and Incentive Compensation Plan. There are no other proposals to be presented for a vote at this meeting. If you're voting through the virtual meeting website, please submit your final votes now. By now, all shareholders have had a chance to vote. I now declare the polls closed. The first order of business is the election of the director nominees.
The Nominating/Corporate Governance Committee and the board of directors have nominated the following persons for election as directors of the company, each to serve for a one-year term: A. Ryals McMullian, Thomas C. Chubb, III, Rhonda O. Gass, Brigitte H. King, Margaret G. Lewis, W. Jameson McFadden, Joanne D. Smith, Sterling A. Spainhour, Jr., and James T. Spear. May we have a motion on these nominations?
I move that the nine director nominees, as submitted in the proxy statement, be nominated to election.
Second.
Will the Inspector of Election please report the results of the election?
Madam Secretary, each director nominee has received a favorable vote of at least 130,270,854 shares, which represents 81.34% of votes cast on this proposal.
Thank you, Ms. Smith. I hereby declare that the director nominees have been duly elected. The next order of business is an approval on an advisory basis of the company's named executive officer compensation. As described in the compensation discussion and analysis section of the proxy statement, the Compensation and Human Capital Committee evaluates both performance and compensation to help the company maintain its ability to attract and retain the most qualified executives while motivating high company performance. In accordance with the Dodd-Frank Act, Proposal 2, this year's advisory say on pay vote gives shareholders the opportunity to express their views on the compensation of the company's named executive officers. Although the vote is advisory and will not be binding, the board values the opinions of the company's shareholders and will take into account the outcome of the vote when considering future executive compensation arrangements.
May we have a motion regarding the approval on an advisory basis of the company's named executive officer compensation?
Madam Secretary, I move that the compensation of the company's named executive officers, as disclosed in the proxy statement, be approved.
Second.
Will the Inspector of Election please report the results of the advisory vote?
Madam Secretary, the proposal regarding the approval on an advisory basis of the company's named executive officer compensation has received a favorable vote of 127,244,767 shares, which represents 84.41% of the votes cast on this proposal.
Thank you, Ms. Smith. I hereby declare that the compensation of the company's named executive officers is approved. Next order of business is the ratification of the appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm. The Audit committee and the Board of Directors have appointed PricewaterhouseCoopers as our independent registered public accounting firm for the fiscal year ending January 2nd, 2027. The board recommends that this appointment be ratified. May we have a motion regarding the ratification of the appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm?
Madam Secretary, I move that the appointment of PricewaterhouseCoopers be ratified.
Second.
Will the Inspector of Election please report the results of the vote?
Madam Secretary, the proposal to ratify the appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm has received a favorable vote of 183,308,988 shares, which represents 98.29% of the votes cast on this proposal.
Thank you, Ms. Smith. I hereby declare that the appointment of PricewaterhouseCoopers has been ratified. The final order of business is the approval of the Flowers Foods, Inc. 2026 Equity and Incentive Compensation Plan. Upon recommendation of the Compensation and Human Capital Committee, the Board of Directors approved and adopted the Flowers Foods, Inc. 2026 Equity and Incentive Compensation Plan, subject to shareholder approval at this meeting. May we have a motion regarding the approval of the Flowers Foods, Inc. 2026 Equity and Incentive Compensation Plan?
Madam Secretary, I move that the Flowers Foods, Inc. 2026 Equity and Incentive Compensation Plan be approved.
Second.
Will the Inspector of Election please report the results of the vote?
Madam Secretary, the proposal to approve the Flowers Foods, Inc. 2026 Equity and Incentive Compensation Plan has received a favorable vote of 137,124,283 shares, which represents 86.26% of the votes cast on this proposal.
Thank you, Ms. Smith. I hereby declare that the Flowers Foods, Inc. 2026 Equity and Incentive Compensation Plan is approved. This concludes the business portion of the meeting. I now turn the meeting back to Ryals McMullian, Chairman and Chief Executive Officer.
Thank you, Stephanie. Earlier this year, we announced the retirement of George Deese from the Board of Directors, effective as of today's annual meeting. On behalf of the entire board, I wish to express our sincere gratitude for your unwavering commitment to the company throughout your 61 years of service. Your wisdom, industry experience, and leadership have been invaluable to our board and our shareholders. Thank you, George. Once again, thank you to everyone who joined today's meeting. We appreciate your interest in Flowers. This meeting is now adjourned.
Ladies and gentlemen, this concludes today's annual meeting. You may now disconnect.