Flowers Foods (FLO) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM8-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 29, 2018 (May 24, 2018)

FLOWERS FOODS, INC.

(Exact name of registrant as specified in its charter)

Georgia	1-16247	58-2582379
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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 Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR§240.12b-2).

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 24, 2018, Flowers Foods, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) in Thomasville, Georgia for the following purposes and with the following voting results:

(1) To elect eleven nominees as directors of the Company, each to serve for a term of one year until the Company’s Annual Meeting of Shareholders in 2019:

Directors:	For		Against		Abstain		Broker Non-Votes
George E. Deese		164,891,815		6,144,796		154,072		26,700,240
Rhonda Gass		169,505,944		811,929		872,810		26,700,240
Benjamin H. Griswold, IV		166,919,779		3,400,167		870,737		26,700,240
Margaret G. Lewis		169,404,176		921,763		864,744		26,700,240
Amos R. McMullian		164,835,377		6,182,498		172,808		26,700,240
J.V. Shields, Jr.		167,291,982		3,655,511		243,190		26,700,240
Allen L. Shiver		169,735,403		1,266,010		189,270		26,700,240
David V. Singer		168,797,309		2,165,845		227,529		26,700,240
James T. Spear		169,659,101		637,984		893,598		26,700,240
Melvin T. Stith, Ph.D.		169,056,378		1,908,189		226,116		26,700,240
C. Martin Wood III		168,703,411		1,631,046		856,226		26,700,240

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

For	167,100,746
Against	3,218,066
Abstain	871,871
BrokerNon-Votes	26,700,240

(3) To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 29, 2018:

For	195,431,044
Against	2,174,172
Abstain	285,707
BrokerNon-Votes	0

(4) Shareholder proposal regarding whether the chairman of the board of directors should be independent:

For	37,014,921
Against	133,036,655
Abstain	1,139,107
BrokerNon-Votes	26,700,240

With respect to Proposal 1, each of the director-nominees received a majority of votes cast in the election of directors, and each was elected to serve for a term of one year.

Proposals 2 and 3 each received the affirmative vote of a majority of votes present at the Annual Meeting in person or represented by proxy and therefore passed. Proposal 4 did not receive the affirmative vote of a majority of votes present at the Annual Meeting or represented by proxy and therefore was not approved.

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, thereunto duly authorized.

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

Date: May 29, 2018