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 24, 2015 (November 20, 2015)
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 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)) |
| Item 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On November 20, 2014, the board of directors of Flowers Foods, Inc. (the “Company”) elected Rhonda Gass, age 52, and Richard Lan, age 61, to the board effective January 3, 2016. Mrs. Gass and Mr. Lan will both serve on the audit and finance committees. Mrs. Gass and Mr. Lan will both stand for reelection at the 2016 Annual Meeting of Shareholders. Mrs. Gass and Mr. Lan 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 24, 2015.
Mrs. Gass has served as vice president and chief information officer for Stanley Black & Decker since 2012 and was named an executive officer of the company the same year. Mrs. Gass is responsible for Stanley Black & Decker’s comprehensive and cross business unit IT strategy, delivery and support, and security infrastructure. She also leads the functional transformation activities for the company, focusing on effectiveness and efficiency. Previously, she was vice president of strategy, technology, and governance for Dell, where she worked for 12 years in positions of increasing scope and responsibility. She holds undergraduate and graduate degrees in computer science from the University of South Carolina.
Mr. Lan spent 20 years with Maple Leaf Foods/Canada Bread Ltd., Canada’s largest food processing company. He was chief operating officer of Maple Leaf Food Group, which included both Maple Leaf’s animal protein and bakery businesses. Lan also served as chief executive officer of Canada Bread Ltd., which was publicly traded and 90% owned by Maple Leaf Foods until it was sold in 2014. Prior to his career with Maple Leaf, Lan held management positions at other food and beverage companies, including Dell Products Corp. and McCain Foods, Ltd. He holds a bachelor’s degree in accounting from the University of Rhode Island.
| Item 9.01 | Financial Statements and Exhibits. |
| (c) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press Release of Flowers Foods, Inc. dated November 24, 2015 | |
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: | Executive Vice President and Chief Financial Officer | |
Date: November 24, 2015
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EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release of Flowers Foods, Inc. dated November 24, 2015 | |
4
Exhibit 99.1
| November 24, 2015 | Company Press Release | Flowers Foods (NYSE: FLO) |
FLOWERS FOODS ELECTS RHONDA O. GASS AND RICHARD LAN
TO BOARD OF DIRECTORS
THOMASVILLE, GA—The board of directors of Flowers Foods (NYSE: FLO) announced today it has elected two new board members: Rhonda O. Gass, vice president and chief information officer of Stanley Black & Decker, and Richard Lan, retired chief operating officer of Maple Leaf Food Group and chief executive officer of its former Canada Bread subsidiary. Gass and Lan will join Flowers Foods’ board of directors effective January 3, 2016.
“The elections of Mrs. Gass and Mr. Lan are in keeping with Flowers’ long-term board succession plan,” said George E. Deese, chairman of the board of Flowers Foods, “and their respective experiences and expertise nicely complement the current capabilities of the board.”
Commenting on the board members’ election, Allen L. Shiver, Flowers’ president and chief operating officer, said, “Mr. Lan’s experience in the food and baking industries enhances the composition of our board. Mrs. Gass’ expertise in information technology and strategic planning also strengthens the board’s depth. We look forward to their contributions as the board guides Flowers Foods’ development and growth strategy.”
Gass has served as vice president and chief information officer for Stanley Black & Decker since 2012 and was named an executive officer of the company the same year. Mrs. Gass is responsible for Stanley Black & Decker’s comprehensive and cross business unit IT strategy, delivery and support, and security infrastructure. She also leads the functional transformation activities for the company, focusing on effectiveness and efficiency. Previously, she was vice president of strategy, technology, and governance for Dell, where she worked for 12 years in positions of increasing scope and responsibility. She holds an undergraduate degree in computer science and a master’s in business administration from the University of South Carolina.
Lan spent 20 years with Maple Leaf Foods/Canada Bread Ltd., Canada’s largest food processing company. He was chief operating officer of Maple Leaf Food Group, which included both Maple Leaf’s animal protein and bakery businesses. Lan also served as chief executive officer of Canada Bread Ltd., which was publicly traded and 90% owned by Maple Leaf Foods until it was sold in 2014. Prior to his career with Maple Leaf, Lan held management positions at other food and beverage companies, including Dell Products Corp. and McCain Foods, Ltd. He holds a bachelor’s degree in accounting from the University of Rhode Island.
About Flowers Foods
Headquartered in Thomasville, Ga., Flowers Foods, Inc. (NYSE: FLO) is one of the largest producers of fresh packaged bakery foods in the United States, with 2014 sales of $3.75 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, Wonder, and Tastykake. Learn more at www.flowersfoods.com.
Contact: Paul Baltzer (229) 227-2380
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