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

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EX-99.1

XBRL TAXONOMY EXTENSION SCHEMA

XBRL TAXONOMY EXTENSION LABEL LINKBASE

XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

IDEA: R1.htm

IDEA: FilingSummary.xml

IDEA: MetaLinks.json

IDEA: d191836d8k_htm.xml