8-K

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 1, 2023 (May 25, 2023)

FLOWERS FOODS, INC.

(Exact name of registrant as specified in its charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

On March 6, 2023, the Board of Directors (the “Board”) of Flowers Foods, Inc. (the “Company”), upon the recommendation of the compensation and human capital committee, approved and adopted the amendment and restatement of the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (the “Amended 2014 Plan”), subject to shareholder approval. On May 25, 2023, at the 2023 Annual Meeting of Shareholders of the Company (the “Annual Meeting”), upon the recommendation of the Board, the Company’s shareholders approved the Amended 2014 Plan. The Amended 2014 Plan became effective upon such shareholder approval.

The Amended 2014 Plan amends and restates in its entirety the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (the “2014 Plan”). The Amended 2014 Plan (1) increases the number of shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) available for awards under the 2014 Plan by 9,340,000 shares, (2) correspondingly increases the limit on shares that may be issued or transferred upon the exercise of incentive stock options granted under the 2014 Plan, during its duration, by 9,340,000 shares of Common Stock, (3) adds a new $750,000 limit on the amount of compensation (covering cash and equity awards in the aggregate) a non-employee director may be awarded each calendar year, (4) removes various provisions under the 2014 Plan intended to allow awards granted thereunder to potentially qualify for the “performance-based award” exception to the deductibility limit under Section 162(m) of the Internal Revenue Code of 1986, as amended from time to time, as such provisions are now obsolete following 2017 tax reform, (5) allows for share withholding for taxes above the minimum statutory rate if such higher rate is approved by the compensation and human capital committee and would not result in adverse accounting consequences, (6) revises the minimum vesting provisions to provide for one-year minimum vesting on all award types (rather than one or three years, depending on award type) subject to customary exceptions, extends such restrictions to awards to non-employee directors, and reduces the carveout for awards not subject to such minimum vesting requirement from 10% of the share reserve to 5% of the share reserve, (7) revises the clawback provisions of the 2014 Plan to accommodate anticipated final stock exchange clawback listing standards, (8) revises the change in control definition to clarify that only the specifically listed transactions or events will be a change in control, and (9) extends the term of the 2014 Plan until the 10th anniversary of the date of shareholder approval of the Amended 2014 Plan. The Amended 2014 Plan also makes certain other conforming, clarifying or nonmaterial changes to the terms of the 2014 Plan to implement the Amended 2014 Plan.

The description of the Amended 2014 Plan is qualified in its entirety by reference to the full text of the Amended 2014 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On May 25, 2023, the Company held its Annual Meeting for the following purposes and with the following voting results:

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 2024 Annual Meeting.

With respect to Proposals 2, 4 and 5, the votes cast within the voting group favoring each proposal exceeded the votes cast opposing each proposal and therefore passed. With respect to Proposal 3, the frequency option “1 Year” received the highest number of votes cast. Therefore, the Board will submit an advisory vote to approve the compensation of the Company’s named executive officers each year until the next required advisory vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers, which will occur no later than the Company’s Annual Meeting of Shareholders in 2029.

(d) Exhibits.

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.

Date: June 1, 2023