FLOWERS FOODS INC - FORM 8-K - June 10, 2015

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EX-3.2 - EX-3.2 - FLOWERS FOODS INCd940559dex32.htm
EX-3.1 - EX-3.1 - FLOWERS FOODS INCd940559dex31.htm

 

 

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 10, 2015 (June 5, 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 5.07. Submission of Matters to a Vote of Security Holders.

On June 5, 2015, Flowers Foods, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) in Thomasville, Georgia for the following purposes and with the following voting results:

 

  (1) To amend the Company’s Restated Articles of Incorporation and Amended and Restated Bylaws to provide that, beginning in 2017, all directors will be elected on an annual basis for a term of one year:

 

For

      165,407,593   

Against

      89,371   

Abstain

      49,759   

Broker Non-Votes

      29,965,568   

 

  (2) To elect five nominees as directors of the Company, each to serve for a term of one year until the Company’s Annual Meeting of Shareholders in 2016:

 

Directors:

    For      Against      Abstain      Broker Non-
Votes		  

Joe E. Beverly

      164,418,826         1,036,896         91,001         29,956,568   

Amos R. McMullian

      161,153,101         4,275,543         118,079         29,956,568   

J.V. Shields, Jr.

      164,298,954         1,128,425         119,344         29,956,568   

David V. Singer

      164,987,138         452,840         106,745         29,956,568   

James T. Spear

      165,159,134         281,561         106,028         29,956,568   

 

  (3) To hold an advisory vote on the compensation of the Company’s named executive officers:

 

For

      161,574,502   

Against

      3,708,093   

Abstain

      264,128   

Broker Non-Votes

      29,956,568   

 

  (4) To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 2, 2016:

 

For

      194,360,456   

Against

      1,011,751   

Abstain

      131,084   

Broker Non-Votes

      —     

(5) The shareholder proposal regarding the vesting of equity awards of executive officers upon a change of control was withdrawn by the shareholder proponent prior to the Annual Meeting and was therefore not voted upon.

(6) Shareholder proposal regarding shareholder approval of certain future severance agreements for senior executives:

 

For

      43,382,285   

Against

      121,858,858   

Abstain

      305,580   

Broker Non-Votes

      29,956,568   

Proposal 1 received the affirmative vote of more than 66 2/3% of the outstanding shares of the Company’s common stock and therefore the amendments to the Company’s Restated Articles of Incorporation and Amended and Restated Bylaws were adopted. The Certificate of Amendment to the Company’s Restated Articles of Amendment was filed with the Secretary of State of the State of Georgia on June 5, 2015. Copies of the Company’s Restated Articles of Incorporation and Amended and Restated Bylaws, each as amended through June 5, 2015, are filed herewith as Exhibit 3.1 and 3.2, respectively, and incorporated herein by reference.

With respect to Proposal 2, each of the director-nominees received a majority of votes cast in the election of directors, and each was elected to serve for a term of one year.

Proposals 3 and 4 each received the affirmative vote of a majority of votes cast and therefore passed.

Proposals 6 did not receive the affirmative vote of a majority of votes cast and therefore did not pass.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number

   

Description

3.1    Restated Articles of Incorporation of Flowers Foods, Inc., as amended through June 5, 2015.
3.2    Amended and Restated Bylaws of Flowers Foods, Inc., as amended through June 5, 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: June 10, 2015

EXHIBIT INDEX

 

Exhibit
Number

   

Description

3.1    Restated Articles of Incorporation of Flowers Foods, Inc., as amended through June 5, 2015.
3.2    Amended and Restated Bylaws of Flowers Foods, Inc., as amended through June 5, 2015.

FLOWERS FOODS INC Reports