8-K

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 21, 2023 (November 16, 2023)

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 1.01. Entry into a Material Definitive Agreement.

On November 16, 2023, the Board of Directors of Flowers Foods, Inc. (the “Company”) approved a new form of Indemnification Agreement (the “Indemnification Agreement”) to be entered into with the Company’s officers and directors (each, an “Indemnitee”). The Indemnification Agreement provides that, subject to certain exclusions, the Company will indemnify an Indemnitee to the fullest extent permitted by applicable laws and the Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws. Among other things, the new form clarifies the scope of the Company’s indemnification obligations and an Indemnitee’s rights. The Indemnification Agreement also establishes various related procedures, processes and requirements.

The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, the form of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

10.1		Form of Indemnification Agreement.

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/ R. Steve Kinsey
			Name: R. Steve Kinsey
			Title: Chief Financial Officer and Chief Accounting Officer

Date: November 21, 2023