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  4. [8-K] FLOWERS FOODS INC Reports Material Event

Flowers Foods (NYSE: FLO) shareholders back board and all 2026 meeting proposals

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Flowers Foods, Inc. reported results from its May 29, 2026 Annual Meeting of Shareholders. All director nominees were elected for one-year terms, each receiving a majority of votes cast. For example, W. Jameson McFadden received 154,580,891 votes for, 4,941,083 against, and 1,082,280 abstentions.

Shareholders also approved three additional proposals. One proposal received 127,244,767 votes for, 23,492,424 against, and 9,867,063 abstentions, with 26,624,894 broker non-votes. Another proposal received 183,308,988 votes for, 3,174,835 against, and 745,325 abstentions, with no broker non-votes. A further proposal received 137,124,283 votes for, 21,826,012 against, 1,653,959 abstentions, and 26,624,894 broker non-votes.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for W. Jameson McFadden 154,580,891 votes Director election at May 29, 2026 Annual Meeting
Votes against W. Jameson McFadden 4,941,083 votes Director election at May 29, 2026 Annual Meeting
Proposal with 127.2M votes for 127,244,767 votes for Proposal showing 23,492,424 against and 9,867,063 abstain
Proposal with 183.3M votes for 183,308,988 votes for Proposal with 3,174,835 against, 745,325 abstain, 0 broker non-votes
Proposal with 137.1M votes for 137,124,283 votes for Proposal with 21,826,012 against and 1,653,959 abstain
Common stock par value $0.01 per share Flowers Foods common stock listed on NYSE under symbol FLO
Annual Meeting of Shareholders regulatory
"held its Annual Meeting of Shareholders for the following purposes and with the following voting results"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
Broker Non-Votes regulatory
"Broker Non-Votes | | | 26,624,894"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Submission of Matters to a Vote of Security Holders regulatory
"Item 5.07. Submission of Matters to a Vote of Security Holders."
Emerging growth company regulatory
"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.

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

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FAQ

What did Flowers Foods (FLO) shareholders vote on at the 2026 annual meeting?
Shareholders voted on the election of directors and three additional proposals. All director nominees received a majority of votes cast, and each of Proposals 2, 3, and 4 passed because votes favoring each proposal exceeded votes opposing it.

Were all Flowers Foods (FLO) director nominees elected in 2026?
Yes, all nominated directors were elected. Each nominee received more votes for than against, securing a one-year term ending at the 2027 Annual Meeting of Shareholders, consistent with the company’s majority voting standard for director elections.

How strong was shareholder support for key Flowers Foods proposals in 2026?
Support was generally strong. One proposal received 183,308,988 votes for and 3,174,835 against, with 745,325 abstentions and no broker non-votes, indicating substantial shareholder backing for that item on the meeting agenda.

Did any Flowers Foods (FLO) 2026 proposals face significant opposition?
While all proposals passed, some drew notable opposition. One proposal received 127,244,767 votes for and 23,492,424 against, with 9,867,063 abstentions and 26,624,894 broker non-votes, showing a measurable minority of shareholders voted against it.

What are broker non-votes in the Flowers Foods 2026 meeting results?
Broker non-votes occur when brokers hold shares but are not instructed how to vote on non-routine matters. Several proposals show 26,624,894 broker non-votes, while one proposal, likely considered routine, recorded zero broker non-votes.

Who signed the Flowers Foods 2026 shareholder meeting report?
The report was signed on behalf of Flowers Foods by D. Anthony Sacglione, the company’s Chief Financial Officer, confirming the accuracy of the disclosed shareholder voting results as required under the Securities Exchange Act of 1934.
false000112892800011289282026-05-292026-05-29

 

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): June 2, 2026 (May 29, 2026)

________________________

FLOWERS FOODS, INC.

(Exact name of registrant as specified in its charter)

________________________

 

Georgia

(State or other jurisdiction
of incorporation)
 

1-16247

(Commission File Number)

58-2582379

(I.R.S. Employer Identification No.)

1919 Flowers Circle, Thomasville, GA

(Address of principal executive offices)
 

31757

(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 29, 2026, Flowers Foods, Inc. (the “Company”), held its Annual Meeting of Shareholders for the following purposes and with the following voting results:

(1)

 Election of Nine Director-Nominees to Serve for One-Year Terms:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Directors:

For

Against

Abstain

Broker
Non-Votes

A. Ryals McMullian

131,625,472

20,619,671

8,359,111

26,624,894

Thomas C. Chubb, III

134,099,044

17,304,078

9,201,132

26,624,894

Rhonda O. Gass

152,329,138

7,881,956

393,160

26,624,894

Brigitte H. King

152,515,671

6,689,987

1,398,596

26,624,894

Margaret G. Lewis

139,188,826

20,898,531

516,897

26,624,894

W. Jameson McFadden

154,580,891

4,941,083

1,082,280

26,624,894

Joanne D. Smith

152,390,849

6,814,855

1,398,550

26,624,894

Sterling A. Spainhour

130,270,854

29,879,129

454,271

26,624,894

James T. Spear

154,135,892

5,179,401

1,288,961

26,624,894

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2)

 Approval, on an Advisory Basis, of the Company’s Named Executive Officer Compensation:

 

 

 

 

 

For

127,244,767

Against

23,492,424

Abstain

9,867,063

Broker Non-Votes

26,624,894

 

 

 

(3)

 Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm:

 

 

 

 

 

For

183,308,988

Against

3,174,835

Abstain

745,325

Broker Non-Votes

0

 

(4)

 Approval of the Flowers Foods, Inc. 2026 Equity and Incentive Compensation Plan:

 

 

 

 

 

 

For

137,124,283

Against

21,826,012

Abstain

1,653,959

Broker Non-Votes

26,624,894

 

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 Company’s 2027 Annual Meeting of Shareholders.

With respect to Proposals 2, 3 and 4, the votes cast within the voting group favoring each proposal exceeded the votes cast opposing each proposal and therefore passed.

 

 

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 Sacglione

 

 

Name:

D. Anthony Sacglione

 

 

Title:

Chief Financial Officer

 

 

Date: June 2, 2026

 

Source: View Original Filing on SEC EDGAR

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