Form 8-K - Current report

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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 19, 2024 (November 15, 2024)

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FLOWERS FOODS, INC.

(Exact name of registrant as specified in its charter)

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Georgia (State or other jurisdiction of incorporation)	1-16247 (Commission File Number)	58-2582379 (I.R.S. Employer Identification No.)
1919 Flowers Circle, Thomasville, GA (Address of principal executive offices)		31757 (Zip Code)

Registrant’s telephone number, including area code: [phone]

________________________

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. ☐

 

 

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Item 5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On November 15, 2024, the Board of Directors of Flowers Foods, Inc. (the “Company”) approved a new Code of Conduct (the “New Code”). The New Code combines the Company’s prior Code of Business Conduct and Ethics with and into the Company’s existing Code of Conduct, expands guidance with respect to the handling of actual or apparent conflicts of interest between personal and professional relationships, clarifies procedures with respect to internal reporting of violations of the New Code, and makes certain other technical and administrative amendments. The New Code applies to all officers, directors and employees of the Company and its subsidiaries and includes all topics covered by the Company’s prior Code of Business Conduct and Ethics, including the information required by New York Stock Exchange listing standards and Item 406 of Regulation S-K.

The foregoing description of the New Code is qualified in its entirety by the full text of the New Code, which has been posted on the Company’s website at flowersfoods.com, in the “CORPORATE GOVERNANCE” section of the “INVESTORS” tab. The information on the Company’s website does not constitute part of this Current Report on Form 8-K and is not incorporated by reference herein.

 

 

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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 19, 2024

 

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Document and Entity Information	Nov. 15, 2024
Cover [Abstract]
Entity Registrant Name	FLOWERS FOODS, INC.
Amendment Flag	false
Entity Central Index Key	0001128928
Document Type	8-K
Document Period End Date	Nov. 15, 2024
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

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