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Flowers Foods elects two directors effective Nov. 18

The appointments expand the board to 10 members and place both new directors on the Audit and Finance committees.

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Form Type
8-K

Rhea-AI Filing Summary

Flowers Foods elected Shaun P. Mara and Ken A. Plunk as independent directors, effective November 18, 2026. Both were appointed to the Audit and Finance committees, and their terms run until the 2027 Annual Meeting of Shareholders, when continued service is subject to renomination and shareholder approval. The board will increase to 10 members.

Mara has more than three decades of consumer products experience and retired in June 2025 as chief financial officer of The Simply Good Foods Company. Plunk previously served as chief financial officer and senior vice president of information technology at J&J Snack Foods.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Board size 10 members Effective November 18, 2026
Directors' term 2027 Annual Meeting of Shareholders Continued service is subject to renomination and shareholder approval
Flowers Foods 2025 sales $5.3 billion Company background
Consumer products experience More than three decades Shaun P. Mara
independent directors regulatory
"elected Shaun P. Mara and Ken Plunk as independent directors"
Members of a company’s board who do not have significant business, family, or financial ties to the company and are not part of its management; they are chosen to provide impartial oversight of strategy, financial reporting, executive pay and risk. They matter to investors because independent directors act like an objective referee, helping ensure decisions favor shareholders’ long-term interests rather than insiders, which can strengthen trust and reduce the chance of mismanagement or conflicts of interest.
non-employee directors financial
"compensation program for non-employee directors"
Non-employee directors are board members who do not work for the company as salaried employees and usually do not hold day-to-day management roles. They act like outside referees or independent coaches, providing oversight, asking tough questions, and protecting shareholders’ interests; investors care because these directors help ensure management is accountable, reduce conflicts of interest, and influence decisions that affect company strategy and long-term value.
forward-looking statements regulatory
"Forward-Looking Statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Who did FLO elect to its board, and which committees will they serve on?

Flowers Foods elected Shaun P. Mara and Ken A. Plunk as independent directors and appointed both to the Audit and Finance committees. Their service is effective November 18, 2026, and their terms run until the 2027 Annual Meeting of Shareholders, subject to renomination and shareholder approval.

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

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FLOWERS FOODS INC false 0001128928 0001128928 2026-11-03 2026-11-03
 
 

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): November 4, 2026 (November 3, 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)

 

(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

N/A

(Former name or former address, if changed since last report.)

 

 

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 3, 2026, the board of directors (the “Board”) of Flowers Foods, Inc. (the “Company”) elected Shaun P. Mara and Ken A. Plunk as directors, effective November 18, 2026. Additionally, the Board appointed Messrs. Mara and Plunk to serve on the Audit Committee and Finance Committee of the Board. Messrs. Mara and Plunk were elected for a term expiring at the Company’s 2027 Annual Meeting of Shareholders, at which time their continued Board service will be subject to renomination and shareholder approval.

The new directors will participate in the Company’s compensation program for non-employee directors as described in the Company’s Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 14, 2026. There are no arrangements or understandings between any of the new directors and any other person pursuant to which Messrs. Mara and Plunk were selected as directors. Additionally, Messrs. Mara and Plunk have no related party transactions with the Company that would require disclosure under Item 404(a) of Regulation S-K.

Effective November 18, 2026, with the election of the two new directors, the size of the Board will increase to ten members.

A copy of the press release issued by the Company announcing the election of Messrs. Mara and Plunk as directors is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.   

Description

99.1    Press Release of Flowers Foods, Inc. dated November 4, 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.
Date: November 4, 2026     By:  

 /s/ D. Anthony Scaglione

    Name:    D. Anthony Scaglione
    Title:    Chief Financial Officer

Exhibit 99.1

 

LOGO

FLOWERS FOODS ELECTS TWO NEW MEMBERS TO BOARD OF DIRECTORS

THOMASVILLE, Ga., November 4, 2026 – Flowers Foods, Inc. (NYSE: FLO) today announced that its board of directors has elected Shaun P. Mara and Ken Plunk as independent directors, effective Nov. 18, 2026. The board appointed Mara and Plunk to serve on the audit and finance committees. With the election of the two new directors, the size of the board will increase to 10 members.

“We are pleased to welcome Shaun and Ken to the Flowers Foods board,” said Ryals McMullian, chairman and chief executive officer. “Each brings extensive leadership experience and a distinct perspective. Their broad financial and transformation experience will be valuable as we continue to strengthen our portfolio, sharpen execution, and transform Flowers for future growth.”

Mara is an experienced financial executive and strategic adviser with more than three decades of consumer products experience. He retired in June 2025 as chief financial officer of The Simply Good Foods Company, where he helped guide the company’s growth, acquisitions, and integration of the Quest brand following its public-market launch. He previously held chief financial officer roles at Dean Foods, Teasdale Latin Foods, and Roofing Supply Group and served in senior financial leadership roles at William Wrigley Jr. Company and Gillette. Mara previously served on the board of Farmer Bros. Co. and chaired its audit committee.

Plunk is an accomplished public company chief financial officer with broad experience across consumer packaged goods, retail, manufacturing, and international operations. He previously served as chief financial officer and senior vice president of information technology at J&J Snack Foods, where he helped shape financial strategy, capital investment, supply chain expansion and acquisition activity. Earlier in his career, Plunk held senior finance and audit leadership roles at Walmart and worked at The Coca-Cola Company and The Home Depot. He currently serves on the boards of WD-40 Company and Milo’s Tea Company, with committee responsibilities spanning audit, finance, risk, and governance.

About Flowers Foods

Headquartered in Thomasville, Ga., Flowers Foods, Inc. (NYSE: FLO) is one of the largest producers of packaged bakery foods in the United States with 2025 sales of $5.3 billion. Flowers operates bakeries across the country that produce a wide range of bakery products. Among the company’s top brands are Nature’s Own, Dave’s Killer Bread, Canyon Bakehouse, Simple Mills, Wonder, and Tastykake. Learn more at www.flowersfoods.com.

Investor Contact: InvestorRelations@flocorp.com

Media Contact: http://flowersfoods.com/contact/

Forward-Looking Statements

Statements contained in this press release and certain other written or oral statements made from time to time by Flowers Foods, Inc. (the “company”, “Flowers Foods”, “Flowers”, “us”, “we”, or “our”) and its representatives that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to current expectations regarding our business and our future financial condition and results of operations and are often identified by the use of words and phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “will,” “would,” “is likely to,” “is expected to” or “will continue,” or the negative of these terms or other comparable terminology. These forward-looking statements are based upon assumptions we believe are reasonable. Forward-looking statements are based on current information and are subject to risks and uncertainties that could cause our actual results to differ materially from those projected. Certain factors that may cause actual results, performance, liquidity, and achievements to differ materially from those projected are discussed in our Annual Report on Form 10-K for the year ended January 3, 2026 (the “Form 10-K”) and our Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) and may include, but are not limited to, (a) unexpected changes in any of the following: (1) general economic and business conditions; (2) the competitive setting in which we operate, including advertising or promotional strategies by us or our competitors, as well as changes in consumer demand; (3) interest rates and other terms available to us on our borrowings; (4) supply chain conditions and any related impact on energy and raw materials costs and availability and hedging counter-party risks; (5) relationships with or increased costs related to our employees and third-party service providers; (6) laws and regulations (including environmental and health-related issues and the impacts of tariffs, including retaliatory tariffs); and (7) accounting standards or tax rates in the markets in which we operate, (b) the loss or financial instability of any significant customer(s), including as a result of product recalls or safety concerns related to our


products, (c) changes in consumer behavior, trends and preferences, including health and whole grain trends and consumer buying habits, the movement toward less expensive store branded products, and the continued reduction of purchases in the fresh packaged bread category, (d) the level of success we achieve in developing and introducing new products and entering new markets, (e) our ability to implement new technology and customer requirements as required, (f) our ability to operate existing, and any new, manufacturing lines according to schedule, (g) our ability to implement and achieve our corporate responsibility goals in accordance with regulatory requirements and the expectations of our stakeholders, suppliers, and customers; (h) our ability to execute our business strategies which may involve, among other things, (1) the ability to realize the intended benefits of completed, planned or contemplated acquisitions, dispositions or joint ventures, such as the acquisition of Simple Mills, (2) the deployment of new systems (e.g., our enterprise resource planning (“ERP”) system), distribution channels and technology, and (3) an enhanced organizational structure (e.g., our sales and supply chain reorganization), (i) consolidation within the baking industry and related industries, (j) changes in pricing, customer and consumer reaction to pricing actions (including decreased volumes), and the pricing environment among competitors within the industry, (k) our ability to adjust pricing to offset, or partially offset, inflationary pressure or tariffs (including retaliatory tariffs) on the cost of our products, including ingredient and packaging costs; (l) disruptions in our direct-store-delivery distribution model, including litigation or an adverse ruling by a court or regulatory or governmental body that could affect the independent contractor classifications of the independent distributor partners (“IDPs”), and changes to our direct-store-delivery distribution model in California, (m) increasing legal complexity and legal proceedings that we are or may become subject to, (n) labor shortages and turnover or increases in employee and employee-related costs, (o) the credit, business, and legal risks associated with IDPs and customers, which operate in the highly competitive retail food and foodservice industries, (p) any business disruptions due to political instability, pandemics, armed hostilities, incidents of terrorism, natural disasters, labor strikes or work stoppages, technological breakdowns, product contamination, product recalls or safety concerns related to our products, or the responses to or repercussions from any of these or similar events or conditions and our ability to insure against such events, (q) the failure of our information technology systems to perform adequately, including any interruptions, intrusions, cyber-attacks or security breaches of such systems or risks associated with the implementation of the upgrade of our ERP system; and (r) the potential impact of climate change on the company, including physical and transition risks, our availability or restriction of resources, higher regulatory and compliance costs, reputational risks, and our availability of capital on attractive terms. The foregoing list of important factors does not include all such factors, nor does it necessarily present them in order of importance. In addition, you should consult other disclosures made by the company (such as in our other filings with the SEC or in company press releases) for other factors that may cause actual results to differ materially from those projected by the company. Refer to Part I, Item 1A., Risk Factors, of our Form 10-K, Part II, Item 1A., Risk Factors, of the Form 10-Q for the quarter ended July 18, 2026 and subsequent filings with the SEC for additional information regarding factors that could affect the company’s results of operations, financial condition and liquidity. We caution you not to place undue reliance on forward-looking statements, as they speak only as of the date made and are inherently uncertain. The company undertakes no obligation to publicly revise or update such statements, except as required by law. You are advised, however, to consult any further public disclosures by the company (such as in our filings with the SEC or in company press releases) on related subjects.

Filing Exhibits & Attachments

4 documents

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