UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 20, 2019 (May 23, 2019)
FLOWERS FOODS, INC.
(Exact name of registrant as specified in its charter)
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Georgia | | 1-16247 | | 58-2582379 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
Explanatory Note
This Amendment No. 1 to Form 8-K (this “Amendment”) is being filed as an amendment to the Current Report on Form 8-K filed by Flowers Foods, Inc. (the “Company”) on May 29, 2019 (the “Original 8-K”). The Original 8-K was filed to, among other things, announce the appointment of Stephanie B. Tillman to the position of chief legal counsel, effective January 1, 2020. At the time of the filing of the Original 8-K, Ms. Tillman’s compensation in connection with her appointment as chief legal counsel had not been determined. Accordingly, the sole purpose of this Amendment is to provide Ms. Tillman’s compensation in connection with her appointment as chief legal counsel.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 14, 2019, the Compensation Committee of the Board of Directors of the Company approved Ms. Tillman’s compensation in connection with her appointment as chief legal counsel. Effective January 1, 2020, Ms. Tillman’s annual base salary increased to $320,179. Ms. Tillman’s target bonus percentage under the Company’s Annual Executive Bonus Plan is 50% of her base salary. In addition, Ms. Tillman’s target award payout under the 2020 program under the Company’s 2014 Omnibus Equity and Incentive Compensation Plan will be 105% of her base salary.
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.
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| | FLOWERS FOODS, INC. |
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By: | | /s/ R. Steve Kinsey |
Name: | | R. Steve Kinsey |
Title: | | Chief Financial Officer and Chief Administrative Officer |
Date: November 20, 2019
