Flowers Foods Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

________________________

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 30, 2024 (May 23, 2024)

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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)	1-16247 (Commission File Number)	58-2582379 (I.R.S. Employer Identification No.)
1919 Flowers Circle, Thomasville, GA (Address of principal executive offices)		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:

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. ☐

 

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Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 23, 2024, Flowers Foods, Inc. (the “Company”), held its Annual Meeting of Shareholders for the following purposes and with the following voting results:

	(1)	To elect twelve nominees as directors of the Company, each to serve for a term of one year until the Company’s 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”):

Directors:		For				Against				Abstain				Broker Non-Votes
A. Ryals McMullian			170,563,716				3,672,762				237,388				20,052,604
Edward J. Casey, Jr.			171,961,499				2,274,749				237,618				20,052,604
Thomas C. Chubb, III			163,363,728				10,913,763				196,375				20,052,604
George E. Deese			173,316,867				977,330				179,669				20,052,604
Rhonda O. Gass			173,755,434				491,186				227,246				20,052,604
Brigitte H. King			173,908,683				354,749				210,434				20,052,604
Margaret G. Lewis			171,163,005				3,115,710				195,151				20,052,604
W. Jameson McFadden			173,769,715				420,041				284,110				20,052,604
Joanne D. Smith			173,808,723				404,978				260,165				20,052,604
James T. Spear			173,617,958				606,024				249,884				20,052,604
Melvin T. Stith, Ph.D.			170,075,701				4,094,145				304,020				20,052,604
C. Martin Wood III			171,107,490				3,012,212				354,164				20,052,604

 

	(2)	To hold an advisory vote to approve the compensation of the Company’s named executive officers:

For			171,768,770
Against			2,376,388
Abstain			328,708
Broker Non-Votes			20,052,604

 

 

	(3)	To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2024:

For			192,007,218
Against			2,325,270
Abstain			193,982
Broker Non-Votes			0

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 2025 Annual Meeting.

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.

 

 

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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.

	FLOWERS FOODS, INC.
	By:	/s/ R. Steve Kinsey
		Name:	R. Steve Kinsey
		Title:	Chief Financial Officer and Chief Accounting Officer

 

 

Date: May 30, 2024

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