FLOWERS FOODS INC

8-K · flo-20260529.htm iXBRL

0001128928 2026-05-29 2026-05-29

  
 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 ________________________
 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): June 2, 2026 ( May 29, 2026 )
 ________________________
 FLOWERS FOODS, INC.
 (Exact name of registrant as specified in its charter)
 ________________________
  

 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
 ________________________
 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. ☐

  
  

 Item 5.07.	Submission of Matters to a Vote of Security Holders.
 On May 29, 2026, Flowers Foods, Inc. (the “Company”), held its Annual Meeting of Shareholders for the following purposes and with the following voting results:

 (1)

  Election of Nine Director-Nominees to Serve for One-Year Terms:

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

 Directors:

 For

 Against

 Abstain

 Broker
Non-Votes

 A. Ryals McMullian

 131,625,472

 20,619,671

 8,359,111

 26,624,894

 Thomas C. Chubb, III

 134,099,044

 17,304,078

 9,201,132

 26,624,894

 Rhonda O. Gass

 152,329,138

 7,881,956

 393,160

 26,624,894

 Brigitte H. King

 152,515,671

 6,689,987

 1,398,596

 26,624,894

 Margaret G. Lewis

 139,188,826

 20,898,531

 516,897

 26,624,894

 W. Jameson McFadden

 154,580,891

 4,941,083

 1,082,280

 26,624,894

 Joanne D. Smith

 152,390,849

 6,814,855

 1,398,550

 26,624,894

 Sterling A. Spainhour

 130,270,854

 29,879,129

 454,271

 26,624,894

 James T. Spear

 154,135,892

 5,179,401

 1,288,961

 26,624,894

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

 (2)

  Approval, on an Advisory Basis, of the Company’s Named Executive Officer Compensation:

  

  

  

  

  

 For

 127,244,767

 Against

 23,492,424

 Abstain

 9,867,063

 Broker Non-Votes

 26,624,894

  

  
  

 (3)

  Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm:

  

  

  

  

  

 For

 183,308,988

 Against

 3,174,835

 Abstain

 745,325

 Broker Non-Votes

 0

  

 (4)

  Approval of the Flowers Foods, Inc. 2026 Equity and Incentive Compensation Plan:

  

  

  

  

  

  

 For

 137,124,283

 Against

 21,826,012

 Abstain

 1,653,959

 Broker Non-Votes

 26,624,894

  
 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 2027 Annual Meeting of Shareholders.
 With respect to Proposals 2, 3 and 4, the votes cast within the voting group favoring each proposal exceeded the votes cast opposing each proposal and therefore passed.
  

  

 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/ D. Anthony Sacglione

  

  

 Name:

 D. Anthony Sacglione

  

  

 Title:

 Chief Financial Officer

  
  
 Date: June 2, 2026