Flowers Foods (FLO) Proxy filing summary

Executive summary

• Achieved strong 2025 results, closing at the high end of expectations, with $5.3B in sales and $83.8M net income.

• Strategic priorities include team development, brand focus, margin improvement, and disciplined M&A, highlighted by the acquisition and integration of Simple Mills.

• Anticipates ongoing category headwinds in 2026 and is conducting a comprehensive operational review to reignite growth and expand margins.

• Long-term goals target annual net sales growth of 1–2%, adjusted EBITDA growth of 4–6%, and adjusted EPS growth of 7–9%.

Voting matters and shareholder proposals

• Shareholders will vote on: election of nine director-nominees for one-year terms, advisory approval of named executive officer compensation, ratification of PricewaterhouseCoopers LLP as independent auditor, and approval of the 2026 Equity and Incentive Compensation Plan.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board will reduce from 11 to 9 members after the annual meeting; two directors are retiring.

• Eight of nine director-nominees are independent; board committees are fully independent.

• Board succession planning and annual evaluations are in place; six new independent directors added since 2020.

• Leadership structure combines CEO and chairman roles, with an independent presiding director providing oversight.

• Directors are expected to attend all meetings and the annual meeting; all did so in 2025.