Stockholders' Equity

12 Months Ended

Dec. 31, 2016

Equity [Abstract]

Stockholders' Equity

Note 15. Stockholders’ Equity

Flowers Foods’ articles of incorporation provide that its authorized capital consist of 500,000,000 shares of common stock having a par value of $0.01 per share and 1,000,000 shares of preferred stock. The preferred stock of which (a) 200,000 shares have been designated by the Board of Directors as Series A Junior Participating Preferred Stock, having a par value per share of $100 and (b) 800,000 shares of preferred stock, having a par value per share of $0.01, have not been designated by the Board of Directors. No shares of preferred stock have been issued by Flowers Foods.

Common Stock

The holders of Flowers Foods common stock are entitled to one vote for each share held of record on all matters submitted to a vote of shareholders. Subject to preferential rights of any issued and outstanding preferred stock, including the Series A Preferred Stock, holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors of the company out of funds legally available. In the event of a liquidation, dissolution, or winding-up of the company, holders of common stock are entitled to share ratably in all assets of the company, if any, remaining after payment of liabilities and the liquidation preferences of any issued and outstanding preferred stock, including the Series A Preferred Stock. Holders of common stock have no preemptive rights, no cumulative voting rights, and no rights to convert their shares of common stock into any other securities of the company or any other person.

Preferred Stock

The Board of Directors has the authority to issue up to 1,000,000 shares of preferred stock in one or more series and to fix the designations, relative powers, preferences, rights, qualifications, limitations, and restrictions of all shares of each such series, including without limitation, dividend rates, conversion rights, voting rights, redemption and sinking fund provisions, liquidation preferences, and the number of shares constituting each such series, without any further vote or action by the holders of our common stock. Although the Board of Directors does not presently intend to do so, it could issue shares of preferred stock, with rights that could adversely affect the voting power and other rights of holders of our common stock without obtaining the approval of our shareholders. In addition, the issuance of preferred shares could delay or prevent a change in control of the company without further action by our shareholders.

Stock Repurchase Plan

Our Board of Directors has approved a plan (on December 19, 2002) that currently authorizes share repurchases of up to 74.6 million shares of the company’s common stock. As of December 31, 2016, 6.8 million shares remained available for repurchase under the existing authorization. Under the plan, the company may repurchase its common stock in open market or privately negotiated transactions or under an accelerated repurchase program at such times and at such prices as determined to be in the company’s best interest.

The table below presents the shares repurchased under the Stock Repurchase Plan during our fiscal 2016 (amounts in thousands except shares purchased):

Fiscal 2016 Quarter	TotalNumber of Shares Purchased		Total Cost of Shares Purchased
For the quarter ended April 23, 2016		5,959,814	$	108,298
For the quarter ended July 16, 2016		932,380	$	18,000
For the quarter ended October 8, 2016		—	$	—
For the quarter ended December 31, 2016		128	$	2
Total		6,892,322	$	126,300

As of December 31, 2016, 67.8 million shares at a cost of $630.4 million have been purchased since the inception of this plan.

Accelerated Share Repurchase Program

On March 16, 2016, the company announced that we entered into an accelerated share repurchase program (“ASR”) agreement to repurchase an aggregate of $120.0 million of the company’s common stock.  Under the terms of the ASR, the company paid $120.0 million in cash and received an initial delivery of 5.6 million shares immediately.  The final number of shares repurchased was based on the daily volume-weighted average stock price over the life of the transaction, less a negotiated discount.  During the second quarter of fiscal 2016, a total of 0.9 million shares were issued to the company at the time of final settlement.  The ASR met all applicable criteria for equity classification and, therefore, was not accounted for as a derivative instrument.  Shares repurchased under the ASR were added to our treasury shares.  The company funded the ASR with borrowings on its credit facility and cash on hand.

Dividends

During fiscal years 2016, 2015, and 2014, the company paid the following dividends, excluding dividends on vested stock-based compensation awards discussed in Note 16, Stock-Based Compensation, below (amounts in thousands except per share data):

	Dividends paid		Dividends paid per share
Fiscal 2016	$	130,490	$	0.6250
Fiscal 2015	$	119,563	$	0.5675
Fiscal 2014	$	101,694	$	0.4850