8-K
FLOWERS FOODS INC (FLO)
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): November 16, 2020 (November 13, 2020)
FLOWERS FOODS, INC.
(Exact name of registrant as specified in its charter)
| Georgia | 1-16247 | 58-2582379 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification No.) |
| 1919 Flowers Circle, Thomasville, GA | 31757 | |
| (Address of principal executive offices) | (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)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On November 13, 2020, the board of directors (the “Board”) of Flowers Foods, Inc. (the “Company”) elected W. Jameson McFadden as a director, effective January 4, 2021. Additionally, the Board appointed Mr. McFadden to serve on the Audit Committee and Finance Committee of the Board. Mr. McFadden was elected for a term expiring at the Company’s 2021 Annual Meeting of Shareholders, at which time his continued Board service will be subject to renomination and shareholder approval. With the election of Mr. McFadden, the size of the Board will increase to twelve members.
There are no arrangements or understandings between the new director and any other person pursuant to which Mr. McFadden was selected as a director. Mr. McFadden is the nephew of director C. Martin Wood III. Mr. McFadden will participate in the Company’s compensation program for non-employee directors as described in the Company’s Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 8, 2020.
A copy of the press release issued by the Company announcing the election of Mr. McFadden as director is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit<br>Number | Description |
|---|---|
| 99.1 | Press Release of Flowers Foods, Inc. dated November 16, 2020. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: November 16, 2020
EX-99.1
Exhibit 99.1
| November 16, 2020 | Flowers Foods (NYSE: FLO) |
|---|
FLOWERS FOODS ELECTS W. JAMESON MCFADDEN TO BOARD OF DIRECTORS
THOMASVILLE, Ga. – Flowers Foods, Inc. (NYSE: FLO), producer of Nature’s Own, Dave’s Killer Bread, Wonder, Tastykake, and other bakery foods, today announced that its board of directors has elected a new board member. W. Jameson McFadden, president of Wellington Shields & Co., will join Flowers Foods’ board of directors effective January 4, 2021.
“We welcome Jameson as an independent director of the Flowers board,” said George E. Deese, chairman of the board of Flowers Foods. “His financial and marketing experience will provide valuable perspective to the board and our company.”
Commenting on the board election, Ryals McMullian, Flowers Foods’ president and chief executive officer, said, “I’m energized by the collective expertise on our board, and the addition of Jameson only enhances that. I look forward to his contributions as we work together to execute our strategic priorities and maximize returns.”
McFadden, 38, joined Wellington Shields & Co., a New York-based wealth management and investment firm, in 2006 and has served in his current role since 2017. He also serves as chief executive officer of Capital Management Associates, a registered investment advisor based in New York, and as head of sales and distribution for Blue Quail Wines. He holds a bachelor’s degree in history from Loyola Marymount University and an MBA in finance and management from New York University’s Leonard N. Stern School of Business.
About Flowers Foods
Headquartered in Thomasville, Ga., Flowers Foods, Inc. (NYSE: FLO) is one of the largest producers of packaged bakery foods in the United States with 2019 sales of $4.1 billion. Flowers operates bakeries across the country that produce a wide range of bakery products. Among the company’s top brands are Nature’s Own, Dave’s Killer Bread, Wonder, and Tastykake. Learn more at www.flowersfoods.com.
Investor Contact: J.T. Rieck (229) 227-2253
Media Contact: Paul Baltzer (229) 227-2380