Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On August 28, 2026, the Board of Directors (the “Board”) of Flowers Foods, Inc. (the “Company”) approved the Amended and Restated Bylaws of Flowers Foods, Inc., effective as of such date (the “Amended and Restated Bylaws”).…
Filed Aug 28, 2026Accepted Aug 28, 2026, 12:05 PM EDTCIK 1128928Accession 0001193125-26-374329
Headquartered in Thomasville, Ga., Flowers Foods, Inc. (NYSE: FLO) is one of the largest producers of packaged bakery foods in the United States with 2025 sales of $5.3 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, Canyon Bakehouse, Simple Mills, Wonder, and Tastykake. Learn more at www.flowersfoods.com.
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Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 28, 2026, the Board of Directors (the “Board”) of Flowers Foods, Inc. (the “Company”) approved the Amended and Restated Bylaws of Flowers Foods, Inc., effective as of such date (the “Amended and Restated Bylaws”).
Among certain other technical, conforming, modernizing, and clarifying changes, the Amended and Restated Bylaws:
revise and clarify disclosure requirements set forth in the advance notice bylaw provisions in connection with shareholder nominations of directors and submissions of proposals regarding other business at shareholder meetings (other than proposals to be included in the Company’s proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended), including revising and simplifying the definition of “Derivative Instruments;”
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clarify certain provisions regarding the determination of whether business or nominations are properly brought before a shareholder meeting;
revise the exclusive forum provision to align the Company’s bylaws with recent changes to the Official Code of Georgia Annotated (the “O.C.G.A.”) and provide for the removal or transfer of certain foreign action to the Georgia State-wide Business Court, pursuant to Section 15-5A-4 of the O.C.G.A; and
add a severability provision.
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.