FLOWERS FOODS INC (FLO)
Sector: Consumer Staples
2026 Annual Meeting Analysis
FLOWERS FOODS INC · Meeting: May 29, 2026
Directors FOR
3
Directors AGAINST
6
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Nine Director-Nominees to Serve for One-Year Terms
Against Analysis
As CEO and director since 2019, McMullian's tenure fully overlaps the severe 3-year underperformance period: FLO's stock fell 64.2% over 3 years while the Food & Beverage ETF Benchmark (PBJ — Invesco Dynamic Food & Beverage ETF) gained 12.9%, a gap of -77.1 percentage points, far exceeding the 30pp trigger threshold for negative absolute TSR; the 5-year return is also deeply negative (-56.1%) with a similar underperformance gap against PBJ, so the 5-year mitigant does not apply.
Chubb has served since 2020 and his tenure fully overlaps the underperformance period; FLO trailed PBJ by 77.1pp over 3 years (threshold 30pp for negative TSR) and the 5-year record does not provide mitigation; additionally, as a sitting CEO of Oxford Industries he holds an outside public board seat at Flowers Foods, which raises engagement concerns under the overboarding standard for sitting CEOs (permitted 1 outside seat; Flowers is his outside seat but the combination of the TSR trigger and his CEO role at another company warrants flagging).
Gass has served since 2016 and her tenure fully overlaps the 3-year underperformance period; FLO's stock declined 64.2% versus PBJ's gain of 12.9%, a gap of 77.1pp well above the 30pp trigger for negative absolute TSR, and the 5-year return (-56.1%) provides no mitigation as underperformance is sustained.
Lewis has served since 2014 and her tenure fully overlaps the underperformance period; FLO trailed the Food & Beverage ETF Benchmark (PBJ — Invesco Dynamic Food & Beverage ETF) by 77.1pp over 3 years against a 30pp trigger threshold, and the 5-year return is also severely negative, providing no mitigation.
McFadden has served since 2021 and his tenure overlaps the 3-year underperformance period; FLO's stock fell 64.2% versus PBJ's +12.9% return, a gap of 77.1pp far exceeding the 30pp threshold for negative absolute TSR, and the 5-year record does not mitigate as the stock is down more than 56% over that horizon as well.
Spear has served since 2015 and his tenure fully overlaps the underperformance period; FLO's 3-year price return of -64.2% versus PBJ's +12.9% represents a gap of 77.1pp well beyond the 30pp trigger, and the 5-year return (-56.1%) similarly underperforms, so the 5-year mitigant does not apply.
For Analysis
King joined the board in 2023, which is within the 24-month new-director exemption window relative to this 2026 meeting, so she is exempt from the TSR underperformance trigger; no overboarding, independence, attendance, or qualification concerns identified.
Smith joined the board in 2023, which falls within the 24-month new-director exemption from the TSR trigger; no overboarding, independence, attendance, or qualification concerns identified.
Spainhour joined the board in October 2025, well within the 24-month new-director exemption from the TSR underperformance trigger; no other policy concerns identified.
The TSR underperformance trigger fires broadly across the slate: FLO's stock has lost 64.2% over 3 years while the Food & Beverage ETF Benchmark (PBJ — Invesco Dynamic Food & Beverage ETF) gained 12.9%, a gap of -77.1 percentage points far exceeding the 30pp threshold applicable to negative absolute TSR. Directors with tenure exceeding 24 months who served during this underperformance period receive AGAINST votes; the two newest directors (King, joined 2023; Smith, joined 2023; Spainhour, joined 2025) are exempt under the 24-month new-director rule and receive FOR votes.
Say on Pay
✗ AGAINSTCEO
A. Ryals McMullian
Total Comp
$7,776,698
Prior Support
96%%
While the prior year Say on Pay received over 96% support and the compensation structure has positive features (clawbacks, double-trigger equity, no employment agreements, 70% of long-term incentives are performance-based), the pay-for-performance alignment check fails: the CEO received total compensation of $7,776,698 including a large performance share grant valued at approximately $5.75M, yet FLO's stock declined 64.2% over 3 years while the Food & Beverage ETF Benchmark (PBJ — Invesco Dynamic Food & Beverage ETF) gained 12.9%, a gap of -77.1 percentage points, indicating that above-benchmark variable/incentive compensation was awarded despite severe shareholder underperformance. The annual incentive paid out at only 56.3% of target reflecting weak underlying results, but the long-term equity grant level remains large relative to a company whose market cap has collapsed from a peer-relative standpoint, and the pay structure has not been visibly recalibrated in response to the sustained stock underperformance.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not include an auditor fee table in the text provided, so the non-audit fee ratio cannot be computed; per policy, when fee data is unavailable the default vote is FOR and the absence of fee disclosure is noted as a minor negative but does not trigger a No vote. PricewaterhouseCoopers is a Big 4 firm appropriate for a $1.7B market cap company, and no tenure disclosure, restatement, or other disqualifying issue was identified in the filing.
Overall Assessment
This ballot is dominated by severe stock underperformance: FLO's shares have lost more than 64% over three years while the Food & Beverage ETF Benchmark (PBJ — Invesco Dynamic Food & Beverage ETF) gained nearly 13%, triggering AGAINST votes on seven of nine director nominees and on Say on Pay due to pay-for-performance misalignment. The two newest directors are exempt from the TSR trigger, and the auditor ratification passes without identified fee or tenure concerns.