STOCK TITAN

Flowers Foods (NYSE: FLO) adopts amended corporate bylaws

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

FLOWERS FOODS, INC. (FLO) reported that its Board of Directors approved Amended and Restated Bylaws, effective August 28, 2026. The company states that these bylaws include certain technical, conforming, modernizing, and clarifying changes. The full text of the Amended and Restated Bylaws is filed as Exhibit 3.1 and incorporated by reference.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Effective date of Amended and Restated Bylaws August 28, 2026 Date the Board-approved Amended and Restated Bylaws became effective
Amended and Restated Bylaws regulatory
"approved the Amended and Restated Bylaws of Flowers Foods, Inc., effective as of such date"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.
Emerging growth company regulatory
"Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Exhibit 3.1 regulatory
"a copy of which is filed as Exhibit 3.1 to this"

FAQ

What corporate action did FLOWERS FOODS INC (FLO) announce on August 28, 2026?

The Board of Directors approved Amended and Restated Bylaws of Flowers Foods, Inc., effective August 28, 2026. The company describes the changes as including technical, conforming, modernizing, and clarifying updates, with the full bylaws text provided as Exhibit 3.1.

When do the new Amended and Restated Bylaws of FLO become effective?

The Amended and Restated Bylaws of Flowers Foods, Inc. become effective on August 28, 2026. The Board of Directors approved them as of that date and the company filed the full bylaws as Exhibit 3.1.

Where can investors find the full text of FLO’s Amended and Restated Bylaws?

The full text of Flowers Foods, Inc.’s Amended and Restated Bylaws is filed as Exhibit 3.1 to the current report and is incorporated by reference. The company notes that its brief description is qualified in its entirety by that exhibit.

How does FLO describe the nature of the changes in its Amended and Restated Bylaws?

Flowers Foods, Inc. states that the Amended and Restated Bylaws include technical, conforming, modernizing, and clarifying changes, among other updates. Specific detailed provisions are contained in the full bylaws text in Exhibit 3.1.

Who signed the current report for FLOWERS FOODS INC (FLO)?

The report was signed on behalf of Flowers Foods, Inc. by D. Anthony Scaglione, who is identified as the company’s Chief Financial Officer, dated August 28, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
FLOWERS FOODS INC false 0001128928 --01-02 0001128928 2026-08-28 2026-08-28
 
 

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): August 28, 2026

 

 

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)
  (I.R.S. 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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 28, 2026, the Board of Directors (the “Board”) of Flowers Foods, Inc. (the “Company”) approved the Amended and Restated Bylaws of Flowers Foods, Inc., effective as of such date (the “Amended and Restated Bylaws”).

Among certain other technical, conforming, modernizing, and clarifying changes, the Amended and Restated Bylaws:

 

   

revise and clarify disclosure requirements set forth in the advance notice bylaw provisions in connection with shareholder nominations of directors and submissions of proposals regarding other business at shareholder meetings (other than proposals to be included in the Company’s proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended), including revising and simplifying the definition of “Derivative Instruments;”

 

   

clarify certain provisions regarding the determination of whether business or nominations are properly brought before a shareholder meeting;

 

   

revise the exclusive forum provision to align the Company’s bylaws with recent changes to the Official Code of Georgia Annotated (the “O.C.G.A.”) and provide for the removal or transfer of certain foreign action to the Georgia State-wide Business Court, pursuant to Section 15-5A-4 of the O.C.G.A; and

 

   

add a severability provision.

The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

  

Description

3.1    Amended and Restated Bylaws of Flowers Foods, Inc., as amended through August 28, 2026.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.

 

FLOWERS FOODS, INC.
By:  

/s/ D. Anthony Scaglione

Name:   D. Anthony Scaglione
Title:   Chief Financial Officer

Date: August 28, 2026

Filing Exhibits & Attachments

4 documents