UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 29, 2025 (May 22, 2025)
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FLOWERS FOODS, INC.
(Exact name of registrant as specified in its charter)
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Georgia (State or other jurisdiction
of incorporation)
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1-16247 (Commission File Number) |
58-2582379 (I.R.S. Employer Identification No.) |
1919 Flowers Circle, Thomasville, GA (Address of principal executive offices)
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31757 (Zip Code) |
Registrant’s telephone number, including area code: (229) 226-9110
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, par value $0.01 per share |
FLO |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 22, 2025, Flowers Foods, Inc. (the “Company”), held its Annual Meeting of Shareholders for the following purposes and with the following voting results:
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(1) |
Election of 11 Director-Nominees to Serve for One-Year Terms: |
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Directors: |
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For |
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Against |
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Abstain |
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Broker
Non-Votes |
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A. Ryals McMullian |
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173,441,295 |
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5,058,376 |
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547,183 |
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16,379,540 |
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Edward J. Casey, Jr. |
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176,958,023 |
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1,594,895 |
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493,936 |
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16,379,540 |
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Thomas C. Chubb, III |
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176,552,260 |
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2,064,065 |
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430,529 |
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16,379,540 |
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George E. Deese |
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177,337,371 |
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1,349,283 |
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360,200 |
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16,379,540 |
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Rhonda O. Gass |
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175,718,591 |
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2,878,335 |
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449,928 |
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16,379,540 |
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Brigitte H. King |
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176,060,812 |
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2,543,401 |
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442,641 |
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16,379,540 |
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Margaret G. Lewis |
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174,013,828 |
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4,535,489 |
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497,537 |
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16,379,540 |
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W. Jameson McFadden |
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175,869,625 |
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2,606,348 |
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570,881 |
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16,379,540 |
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Joanne D. Smith |
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175,761,099 |
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2,801,181 |
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484,574 |
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16,379,540 |
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James T. Spear |
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176,511,945 |
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2,088,427 |
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446,482 |
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16,379,540 |
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Melvin T. Stith, Ph.D. |
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175,669,742 |
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2,833,244 |
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543,868 |
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16,379,540 |
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(2) |
Approval, on an Advisory Basis, of the Company’s Named Executive Officer Compensation: |
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For |
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172,122,146 |
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Against |
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5,465,364 |
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Abstain |
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1,459,344 |
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Broker Non-Votes |
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16,379,540 |
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(3) |
Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm: |
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For |
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191,836,269 |
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Against |
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3,255,957 |
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Abstain |
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334,168 |
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Broker Non-Votes |
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0 |
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(4) |
Shareholder Proposal to Adopt a Policy for an Independent Board Chair: |
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For |
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51,446,241 |
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Against |
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126,813,996 |
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Abstain |
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786,617 |
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Broker Non-Votes |
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16,379,540 |
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With respect to Proposal 1, each of the nominees for director received a majority of votes cast in the election of directors, and each was elected to serve for a term of one year until the Company’s 2026 Annual Meeting of Shareholders.
With respect to Proposals 2 and 3, the votes cast within the voting group favoring each proposal exceeded the votes cast opposing each proposal and therefore passed. The votes cast within the voting group favoring Proposal 4 did not exceed the votes cast opposing Proposal 4 and therefore Proposal 4 was not approved.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FLOWERS FOODS, INC. |
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By: |
/s/ R. Steve Kinsey |
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Name: |
R. Steve Kinsey |
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Title: |
Chief Financial Officer |
Date: May 29, 2025