UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 29, 2025 (
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 26, 2025, the board of directors (the “Board”) of Flowers Foods, Inc. (the “Company”) elected Sterling A. Spainhour as a director, effective October 1, 2025. Additionally, the Board appointed Mr. Spainhour to serve on the Audit Committee and Finance Committee of the Board. Mr. Spainhour was elected for a term expiring at the Company’s 2026 Annual Meeting of Shareholders, at which time his continued Board service will be subject to renomination and shareholder approval.
Mr. Spainhour 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, 2025. There are no arrangements or understandings between the new director and any other person pursuant to which Mr. Spainhour was selected as a director. Additionally, Mr. Spainhour has no related party transactions with the Company that would require disclosure under Item 404(a) of Regulation S-K.
Effective October 1, 2025, with the election of Mr. Spainhour, the size of the Board will increase to twelve members.
A copy of the press release issued by the Company announcing the election of Mr. Spainhour as director 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 September 29, 2025. | |
| 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: September 29, 2025 | By: | /s/ R. Steve Kinsey | ||||
| Name: | R. Steve Kinsey | |||||
| Title: | Chief Financial Officer | |||||