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 26, 2017 (May 25, 2017)
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 Instructions 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)) |
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 Rule 12b-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 25, 2017, 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 twelve nominees as directors of the Company, each to serve for a term of one year until the Company’s Annual Meeting of Shareholders in 2018: |
| Directors: |
For | Against | Abstain | Broker Non- Votes |
||||||||||||
| George E. Deese |
161,034,541 | 5,422,710 | 154,617 | 27,666,774 | ||||||||||||
| Rhonda Gass |
164,696,071 | 1,733,223 | 182,574 | 27,666,774 | ||||||||||||
| Benjamin H. Griswold, IV |
164,794,290 | 1,626,432 | 191,146 | 27,666,774 | ||||||||||||
| Richard Lan |
164,718,607 | 1,705,382 | 187,879 | 27,666,774 | ||||||||||||
| Margaret G. Lewis |
164,560,296 | 1,864,094 | 187,478 | 27,666,774 | ||||||||||||
| Amos R. McMullian |
160,717,140 | 5,671,559 | 223,169 | 27,666,774 | ||||||||||||
| J.V. Shields, Jr. |
164,644,676 | 1,797,294 | 169,898 | 27,666,774 | ||||||||||||
| Allen L. Shiver |
165,536,141 | 901,828 | 173,899 | 27,666,774 | ||||||||||||
| David V. Singer |
165,655,888 | 773,623 | 182,357 | 27,666,774 | ||||||||||||
| James T. Spear |
164,684,918 | 1,743,660 | 183,290 | 27,666,774 | ||||||||||||
| Melvin T. Stith |
165,168,831 | 1,253,125 | 189,912 | 27,666,774 | ||||||||||||
| C. Martin Wood III |
164,023,256 | 2,391,763 | 196,849 | 27,666,774 | ||||||||||||
| (2) | To hold an advisory vote on the compensation of the Company’s named executive officers: |
| For |
164,187,989 | |||
| Against |
2,053,747 | |||
| Abstain |
370,132 | |||
| Broker Non-Votes |
27,666,774 |
| (3) | To hold an advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers: |
| 1 Year |
148,450,410 | |||
| 2 Years |
2,144,529 | |||
| 3 Years |
15,670,078 | |||
| Abstain |
346,851 | |||
| Broker Non-Votes |
27,666,774 |
| (4) | To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2017: |
| For |
189,474,935 | |||
| Against |
4,261,429 | |||
| Abstain |
542,278 | |||
| Broker Non-Votes |
0 |
| (5) | Shareholder proposal regarding whether the chairman of the board of directors should be independent: |
| For |
39,074,372 | |||
| Against |
124,942,570 | |||
| Abstain |
2,594,926 | |||
| Broker Non-Votes |
27,666,774 |
2
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 4 each received the affirmative vote of a majority of votes present at the Annual Meeting in person or represented by proxy and therefore passed. With respect to Proposal 3, the option “1 Year” received the affirmative vote of a majority of votes present at the Annual Meeting or represented by proxy. Proposal 5 did not receive the affirmative vote of a majority of votes present at the Annual Meeting or represented by proxy and therefore did not pass.
With respect to Proposal 3, the board of directors will submit an advisory vote on the compensation of the Company’s named executive officers each year until the next required advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers, which will occur no later than the Company’s Annual Meeting of Shareholders in 2023.
3
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: | R. Steve Kinsey | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
Date: May 26, 2017
4