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 28, 2020 (May 21, 2020)
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 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 21, 2020, 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 eight nominees as directors of the Company, each to serve for a term of one year until the Company’s 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”): |
| | | | | | | | | | | | | | | | |
Directors: | | For | | | Against | | | Abstain | | | Broker
Non-Votes | |
George E. Deese | | | 176,163,607 | | | | 2,400,946 | | | | 201,367 | | | | 19,001,204 | |
Rhonda Gass | | | 177,477,044 | | | | 364,421 | | | | 924,455 | | | | 19,001,204 | |
Benjamin H. Griswold, IV | | | 175,652,979 | | | | 2,811,427 | | | | 301,514 | | | | 19,001,204 | |
Margaret G. Lewis | | | 177,070,420 | | | | 772,821 | | | | 922,679 | | | | 19,001,204 | |
A. Ryals McMullian | | | 177,335,108 | | | | 1,224,963 | | | | 205,849 | | | | 19,001,204 | |
James T. Spear | | | 178,058,031 | | | | 438,832 | | | | 269,057 | | | | 19,001,204 | |
Melvin T. Stith, Ph.D. | | | 176,461,318 | | | | 2,026,811 | | | | 277,791 | | | | 19,001,204 | |
C. Martin Wood III | | | 176,104,124 | | | | 2,457,828 | | | | 203,968 | | | | 19,001,204 | |
| | (2) | To hold an advisory vote on the compensation of the Company’s named executive officers: |
| | | | |
For | | | 172,735,971 | |
Against | | | 4,934,029 | |
Abstain | | | 1,095,920 | |
Broker Non-Votes | | | 19,001,204 | |
| | (3) | To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 2, 2021: |
| | | | |
For | | | 191,979,359 | |
Against | | | 5,501,114 | |
Abstain | | | 286,651 | |
Broker Non-Votes | | | 0 | |
| | (4) | Management proposal to amend the Company’s Restated Articles of Incorporation and Amended and Restated Bylaws to reduce supermajority vote requirements, including the supermajority threshold required to call a special meeting: |
| | | | |
For | | | 175,182,203 | |
Against | | | 3,038,778 | |
Abstain | | | 544,939 | |
Broker Non-Votes | | | 19,001,204 | |
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 2021 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.
Proposal 4 received the affirmative vote of more than 66 2/3% of the outstanding shares of the Company’s common stock and therefore the amendments to the Company’s Restated Articles of Incorporation and Amended and Restated Bylaws were adopted. The Certificate of Restatement, including the Amended and Restated Articles of Incorporation, as amended through May 21, 2020, was filed with the Secretary of State of the State of Georgia on May 22, 2020. Copies of the Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, each as amended through May 21, 2020, are filed herewith as Exhibit 3.1 and 3.2, respectively, and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(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.
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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 Accounting Officer |
Date: May 28, 2020
