8-K - FLO - Equibles

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): 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<br><br>(State or other jurisdiction<br>of incorporation)	1-16247<br><br>(Commission File Number)	58-2582379<br><br>(I.R.S. Employer Identification No.)
1919 Flowers Circle, Thomasville, GA<br><br>(Address of principal executive offices)		31757<br><br>(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 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<br>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.

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