Stockholders' Equity

12 Months Ended

Jan. 01, 2022

Equity [Abstract]

Stockholders' Equity

Note 17. 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 January 1, 2022, 5.8 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 2021 (amounts in thousands except shares purchased):

Fiscal 2021 Quarter	Total Number of Shares Purchased		Total Cost of Shares Purchased
For the quarter ended April 24, 2021		46,618	$	1,058
For the quarter ended July 17, 2021		—	$	—
For the quarter ended October 9, 2021		360,222	$	8,452
For the quarter ended January 1, 2022		—	$	—
Total		406,840	$	9,510

As of January 1, 2022, 68.8 million shares at a cost of $652.9 million have been purchased since the inception of this plan.

Dividends

During Fiscal 2021, 2020, and 2019, the company paid the following dividends, excluding dividends on vested stock-based compensation awards discussed in Note 18, Stock-Based Compensation, below (amounts in thousands except per share data):

	Dividends paid		Dividends paid per share
Fiscal 2021	$	175,669	$	0.8300
Fiscal 2020	$	167,161	$	0.7900
Fiscal 2019	$	158,626	$	0.7500