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 4, 2012 (June 1, 2012)

 

 

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))

 

 

 

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Item 5.07.

Submission of Matters to a Vote by Security Holders.

The company’s Annual Meeting of Shareholders was held on June 1, 2012 in Thomasville, Georgia for the following purposes and with the following voting results:

(1) To elect four nominees as directors of the company to serve in Class II until 2015:

 

Class I Directors:		For				Withheld				Broker-Non Votes
Joe E. Beverly			115,304,906				1,078,907				12,314,255
Amos R. McMullian			113,433,081				2,950,732				12,314,255
J.V. Shields, Jr.			114,809,234				1,574,579				12,314,255
David V. Singer			115,478,080				905,734				12,314,255

(2) To hold an advisory vote on executive compensation:

 

For			113,233,761
Against			1,035,367
Abstain			2,114,684
Broker Non-Votes			12,314,255

(3) To ratify the selection of PricewaterhouseCoopers LLP to serve as the independent registered public accounting firm for Flowers Foods for the fiscal year ending December 29, 2012:

 

For			127,743,014
Against			829,779
Abstain			125,275
Broker Non-Votes			—

With respect to Proposal 1, Director-nominees received a plurality of votes cast in the election of directors and were each elected to serve in Class II for a term of three years. Proposals 2 and 3 both received a majority of votes cast and therefore passed.

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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.

 

Date: June 4, 2012

 

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