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): August 18, 2020 (August 14, 2020)

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

On August 14, 2020, the board of directors (the “Board”) of Flowers Foods, Inc. (the “Company”) elected Edward J. Casey, Jr., Thomas C. Chubb, III, and Terry S. Thomas as directors, effective immediately. Messrs. Casey, Chubb and Thomas were elected for terms expiring at the Company’s 2021 Annual Meeting of Shareholders, at which time their continued Board service will be subject to renomination and shareholder approval. With the election of the new directors, the size of the Board is now eleven members. There are no arrangements or understandings between any of the new directors and any other person pursuant to which Messrs. Casey, Chubb and Thomas were selected as directors. 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 8, 2020.

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release of Flowers Foods, Inc. dated August 18, 2020.
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: August 18, 2020

EX-99.1

Exhibit 99.1

August 18, 2020 Flowers Foods (NYSE: FLO)

FLOWERS FOODS ELECTS THREE NEW MEMBERS TO BOARD OF DIRECTORS

THOMASVILLE, Ga. – Flowers Foods, Inc. (NYSE: FLO), producer of Nature’s Own, Dave’s Killer Bread, Wonder, Tastykake, and other bakery foods, today announced that its board of directors elected three new independent directors effective August 14, 2020, expanding the board from eight to 11 members:

• Edward J. Casey, Jr., chief executive officer of IDEMIA Identity & Security NA;

• Thomas C. Chubb, III, chairman, chief executive officer and president of Oxford Industries, Inc.; and

• Terry S. Thomas, executive vice president, chief customer officer US of the Unilever Group.

“We welcome Ed, Tom, and Terry as new independent directors of the Flowers board,” said George E. Deese, chairman of the board of Flowers Foods. “Our board has long focused on bringing in new directors with the right mix of skills and experience that complement our existing board members and will help guide the company forward. These seasoned executives bring important expertise and we welcome their contributions.”

Commenting on the board elections, Ryals McMullian, Flowers Foods’ president and chief executive officer, said, “I couldn’t be more excited about our new board members, whose knowledge and experience extends across international business, M&A, IT strategies, brand building, and retail and customer insights. Their fresh perspectives will be invaluable as we execute our strategies to optimize our portfolio, unleash the full potential of our brands and drive innovation and profitability.”

Ed Casey, 62, has served as chief executive officer of the North American business for IDEMIA, a global leader in identity and digital security technologies, since 2018. Previously, he served as acting chief executive officer, chief operating officer, and a member of the board of Serco Group plc, a provider of public services in defense, transportation, immigration, healthcare, and other sectors based in the United Kingdom, and served as chairman and chief executive officer of Serco’s North American business. Casey also has served as group president of LG&E Energy, as president and chief operating officer of Tenneco Energy, and was founder and chief executive officer of NP Energy, an energy marketing firm. He holds a bachelor’s degree in economics from Harvard College and an MBA from the University of Virginia’s Darden School of Business.

Tom Chubb, 56, has served as chairman, chief executive officer and president of Oxford Industries, a publicly held, lifestyle apparel company with a brand portfolio that includes Tommy Bahama, Lilly Pulitzer, Southern Tide, The Beaufort Bonnet Company, and Duck Head, since 2015. During the course of his career with Oxford Industries, which spans more than 30 years, he was named vice president, general counsel, and secretary in 1999; executive vice president in 2004; president in 2009; a member of the board in 2012; and chief executive officer and president in 2013. Chubb holds a bachelor’s degree in economics from the University of North Carolina at Chapel Hill and a juris doctorate from the University of Georgia School of Law.

Terry Thomas, 51, has served as executive vice president, chief customer officer US for the Unilever Group, a global food, personal care, and household products company, since 2019. During his career with Unilever, he was named sector vice president of customer development in 2013 and senior vice president of customer development, U.S. grocery channel, DSD & natural channel in 2018. Prior to joining Unilever, Thomas worked for PepsiCo, Inc. for 13 years, serving as vice president and general manager of various business channels, including small format, global convenience, gas, drug, dollar, and super regional grocery. Thomas also held management positions at the Coca-Cola Company, Clorox Company, and Procter & Gamble Company. He holds a bachelor’s degree in economics from Northwestern University and an MBA from the Kellogg School of Management at Northwestern University.

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 2019 sales of $4.1 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, Wonder, and Tastykake. Learn more at www.flowersfoods.com.

Investor Contact: J.T. Rieck (229) 227-2253

Media Contact: Paul Baltzer (229) 227-2380

XML

Document and Entity Information	Aug. 14, 2020
Cover [Abstract]
Entity Registrant Name	FLOWERS FOODS INC
Amendment Flag	false
Entity Central Index Key	0001128928
Document Type	8-K
Document Period End Date	Aug. 14, 2020
Entity Incorporation State Country Code	GA
Entity File Number	1-16247
Entity Tax Identification Number	58-2582379
Entity Address, Address Line One	1919 Flowers Circle
Entity Address, City or Town	Thomasville
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	31757
City Area Code	(229)
Local Phone Number	226-9110
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	FLO
Security Exchange Name	NYSE
Entity Emerging Growth Company	false