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FLOWERS FOODS INC — fact timeline

Source-grounded facts extracted from FLOWERS FOODS INC's SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

FLO FLOWERS FOODS INC JSON

Thomas C. Chubb, III resigned as Director at FLOWERS FOODS INC.

“On June 4, 2026, Thomas C. Chubb, III notified the board of directors (the “Board”) of Flowers Foods, Inc. (the “Company”) of his intention to resign from the Company, effective immediately.”
Shareholder Votes

FLOWERS FOODS INC shareholders approved Approval of the Flowers Foods, Inc. 2026 Equity and Incentive Compensation Plan at the 2026-05-29 meeting.

“(4) Approval of the Flowers Foods, Inc. 2026 Equity and Incentive Compensation Plan: For 137,124,283 Against 21,826,012 Abstain 1,653,959 Broker Non-Votes 26,624,894”
Shareholder Votes

FLOWERS FOODS INC shareholders approved Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm at the 2026-05-29 meeting.

“(3) Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm: For 183,308,988 Against 3,174,835 Abstain 745,325 Broker Non-Votes 0”
Shareholder Votes

FLOWERS FOODS INC shareholders approved Approval, on an Advisory Basis, of the Company’s Named Executive Officer Compensation at the 2026-05-29 meeting.

“(2) Approval, on an Advisory Basis, of the Company’s Named Executive Officer Compensation: For 127,244,767 Against 23,492,424 Abstain 9,867,063 Broker Non-Votes 26,624,894”
Shareholder Votes

FLOWERS FOODS INC shareholders approved Election of Nine Director-Nominees to Serve for One-Year Terms at the 2026-05-29 meeting.

“On May 29, 2026, Flowers Foods, Inc. (the “Company”), held its Annual Meeting of Shareholders for the following purposes and with the following voting results: (1) Election of Nine Director-Nominees to Serve for One-Year Terms:”
Debt Financings

FLOWERS FOODS INC incurred term loan of $400.0 million with Wells Fargo Bank, National Association, as administrative agent at SOFR plus an applicable margin ranging from a maximum of 2.000% to a minimum of maturing the third anniversary of the funding date.

“standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01 Entry into a Material Definitive Agreement. In anticipation of the upcoming maturity of its $400 million aggregate principal amount of 3.500% senior notes due in October (the “2026 Notes”), on April 6, 2026, Flowers Foods, Inc., a Georgia corporation (the “Company”), entered into a”
Material Agreements

FLOWERS FOODS INC entered into Revolver Amendment with Wells Fargo Bank, National Association valued at First Amendment to Credit Agreement extending Covenant Holiday through fiscal quarter ending October (effective 2026-04-06).

“on April 6, 2026, the Company entered into the First Amendment (the “Revolver Amendment”) to the Credit Agreement, dated as of February 5, 2025, with certain financial institutions party thereto as lenders and Wells Fargo Bank, National Association, as administrative agent”
Material Agreements

FLOWERS FOODS INC entered into 2026 Term Loan Credit Agreement with Wells Fargo Bank, National Association valued at $400,000,000 senior unsecured delayed draw term loan credit facility (effective 2026-04-06).

“on April 6, 2026, Flowers Foods, Inc., a Georgia corporation (the “Company”), entered into a $400.0 million senior unsecured delayed draw term loan credit facility (the “2026 Term Loan Facility”)”

C. Martin Wood III retired as Director at FLOWERS FOODS INC.

“On February 14, 2025, C. Martin Wood III notified the board of directors (the “Board”) of Flowers Foods, Inc. (the “Company”) that he does not wish to stand for re-election as a director and will retire from the Board at the end of his current term at the Company’s 2025 annual meeting of shareholders (the “2025 Annual Meeting”).”
Governance Changes

FLOWERS FOODS INC: On November 15, 2024, the Board approved a new Code of Conduct that combines prior codes, expands guidance on conflicts of interest, clarifies internal reporting procedures, and makes other technical amendments (effective 2024-11-15).

“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.”
Earnings Releases

FLOWERS FOODS INC reported 16-week first quarter ended April 20, 2024 results: revenue $1.577 billion, net income $73.0 million, EPS $0.34. Guidance reaffirmed.

“FLOWERS FOODS, INC. REPORTS FIRST QUARTER 2024 RESULTS THOMASVILLE, Ga. – Flowers Foods, Inc. (NYSE: FLO) today reported financial results for the company’s 16-week first quarter ended April 20, 2024. First Quarter Summary: Compared to the prior year first quarter where applicable • Sales increased 2.8% to a first-quarter record, $1.577 billion. • Net income increased 3.3% to $73.0 million, primarily due to moderating input costs and price increases implemented in the prior year, partly offset by higher selling, distribution, and administrative expenses. Adjusted net income (1) decreased 0.8% to $80.3 million. • Adjusted EBITDA (1) increased 5.5% to $159.4 million, representing 10.1% of sales, a 30-basis point increase. • Diluted EPS increased $0.01 to $0.34. Adjusted diluted EPS (1) was consistent with the prior year period at $0.38.”
Earnings Releases

FLOWERS FOODS INC reported 12-week fourth quarter ended December 30, 2023 results: revenue $1.129 billion, net income $35.7 million, EPS $0.17. Guidance initiated.

“Fourth Quarter Summary: Compared to the prior year fourth quarter where applicable • Sales increased 4.3% to a fourth-quarter record, $1.129 billion. • Net income decreased 26.6% to $35.7 million, primarily due to increased SD&A and depreciation and amortization expense. Adjusted net income (1) decreased 11.2% to $42.7 million. • Adjusted EBITDA (1) increased 0.1% to $96.3 million, representing 8.5% of sales, a 40-basis point decrease. • Diluted EPS decreased $0.06 to $0.17. Adjusted diluted EPS (1) decreased $0.03 to $0.20.”
Earnings Releases

FLOWERS FOODS INC reported 52-week fiscal 2023 ended December 30, 2023 results: revenue $5.091 billion, net income $123.4 million, EPS $0.58. Guidance initiated.

“Fiscal 2023 Summary: Compared to the prior year where applicable • Sales increased 5.9% to a record $5.091 billion. • Net income decreased 46.0% to $123.4 million, primarily due to increased legal settlement expense. Adjusted net income (1) decreased 5.4% to $256.3 million. • Adjusted EBITDA (1) decreased 0.1% to $501.7 million, representing 9.9% of sales, a 50-basis point decrease. • Diluted EPS decreased $0.49 to $0.58. Adjusted diluted EPS (1) decreased $0.07 to $1.20.”
Earnings Releases

FLOWERS FOODS INC reported fiscal year 2023 results: EPS $1.18 to $1.25 (adjusted diluted EPS). Guidance reaffirmed.

“For the 52-week Fiscal 2023, the Company Expects: • Sales in the range of approximately $5.085 billion to $5.104 billion, representing an increase of approximately 5.8% to 6.2% compared to the prior year period. Prior guidance called for sales of approximately $5.095 billion to $5.141 billion, representing an increase of approximately 6.0% to 7.0% compared to the prior year period.”
Earnings Releases

FLOWERS FOODS INC reported 12-week fiscal third quarter ended October 7, 2023 results: revenue $1.199 billion, net income net loss of $46.7 million, EPS loss of $0.22.

“fiscal third quarter ended October 7, 2023. Third Quarter Summary: Compared to the prior year third quarter where applicable • Sales increased 3.5% to a third-quarter record, $1.199 billion. • Net income decreased $87.3 million to a net loss of $46.7 million, primarily due to increased legal settlement expense. Adjusted net income (1) decreased 4.5% to $61.7”
Governance Changes

FLOWERS FOODS INC: Amended and Restated Bylaws effective August 18, 2023, including changes to shareholder meeting procedures, advance notice provisions, universal proxy rules, proxy card color, candidate interviews, and exclusive forum provisions (effective 2023-08-18).

“On August 18, 2023, the Board approved the Amended and Restated Bylaws of Flowers Foods, Inc., effective as of such date (the “Amended and Restated Bylaws”).”

Joanne Smith was elected as Director at FLOWERS FOODS INC.

“the Board elected Brigitte King and Joanne Smith as directors, effective October 1, 2023.”

Brigitte King was elected as Director at FLOWERS FOODS INC.

“the Board elected Brigitte King and Joanne Smith as directors, effective October 1, 2023.”

Terry S. Thomas was appointed as Chief Growth Officer at FLOWERS FOODS INC.

“Mr. Thomas’ decision to resign from the Board was made in connection with his appointment as Chief Growth Officer of the Company, effective September 1, 2023.”

Terry S. Thomas resigned as Director at FLOWERS FOODS INC.

“Terry S. Thomas notified the Board of his decision to resign as a member of the Board, effective August 31, 2023.”

Heeth Varnedoe was appointed as President and Chief Operating Officer at FLOWERS FOODS INC.

“appointed Heeth Varnedoe, the current chief operating officer of the Company, to serve as president and chief operating officer, effective September 1, 2023.”
Earnings Releases

FLOWERS FOODS INC reported for the company's 12-week fiscal second quarter ended July 15, 2023 results: revenue a second quarter-record $1.228 billion, net income $63.8 million, EPS $0.30. Guidance raised.

“Flowers Foods, Inc. (NYSE: FLO) today reported financial results for the company's 12-week fiscal second quarter ended July 15, 2023. Second Quarter Summary: Compared to the prior year second quarter where applicable • Sales increased 8.8% to a second quarter-record $1.228 billion. • Net income increased 18.8% to $63.8 million. Adjusted net income(1) increased 8.8% to $70.9 million. • Adjusted EBITDA(1) increased 10.9% to $133.1 million, representing 10.8% of sales, a 20-basis point increase. • Diluted EPS increased $0.05 to $0.30. Adjusted diluted EPS(1) increased $0.02 to $0.33.”

D. Keith Wheeler departed as chief sales officer at FLOWERS FOODS INC.

“On August 10, 2023, D. Keith Wheeler, chief sales officer of the Company, notified the Company that he will retire from the Company.”
Shareholder Votes

FLOWERS FOODS INC shareholders approved Ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm at the 2023-05-25 meeting.

“(5) To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2023: For 186,330,538 Against 9,391,231 Abstain 208,754 Broker Non-Votes 0”
Shareholder Votes

FLOWERS FOODS INC shareholders approved Amendment and restatement of the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan at the 2023-05-25 meeting.

“(4) To approve the amendment and restatement of the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan: For 160,928,536 Against 15,575,656 Abstain 362,540 Broker Non-Votes 19,063,791”
Shareholder Votes

FLOWERS FOODS INC shareholders approved Advisory vote on the frequency of future advisory votes to approve executive compensation at the 2023-05-25 meeting.

“(3) To hold an advisory vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers: 1 Year 172,431,176 2 Years 1,367,158 3 Years 2,833,783 Abstain 234,615 Broker Non-Votes 19,063,791”
Shareholder Votes

FLOWERS FOODS INC shareholders approved Advisory vote to approve the compensation of the Company’s named executive officers at the 2023-05-25 meeting.

“(2) To hold an advisory vote to approve the compensation of the Company’s named executive officers: For 173,102,073 Against 3,391,868 Abstain 372,791 Broker Non-Votes 19,063,791”
Shareholder Votes

FLOWERS FOODS INC shareholders approved Election of eleven nominees as directors at the 2023-05-25 meeting.

“On May 25, 2023, the Company held its Annual Meeting for the following purposes and with the following voting results: (1) To elect eleven nominees as directors of the Company, each to serve for a term of one year until the Company’s 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”): Directors: For Against Abstain Broker Non-Votes George E. Deese 174,989,931 1,666,565 210,236 19,063,791 Edward J. Casey, Jr. 169,097,985 7,520,223 248,524 19,063,791 Thomas C. Chubb, III 145,253,852 31,375,217 237,663 19,063,791 Rhonda Gass 175,274,235 1,360,428 232,069 19,063,791 Margaret G. Lewis 169,342,821 7,333,233 190,678 19,063,791 W. Jameson McFadden 174,825,848 1,798,900 241,984 19,063,791 A. Ryals McMullian 173,105,991 3,586,053 174,688 19,063,791 James T. Spear 173,714,754 2,954,601 197,377 19,063,791 Melvin T. Stith, Ph.D. 165,568,237 11,063,294 235,201 19,063,791 Terry S. Thomas 174,789,672 1,823,976 253,084 19,063,791 C. Martin Wood III 173,139,839 3,525,153 201,740 19,063,791”
Earnings Releases

FLOWERS FOODS INC reported 52-week Fiscal 2023 results: revenue Sales in the range of approximately $5.086 billion to $5.141 billion, EPS Adjusted EPS(2) in the range of approximately $1.15 to $1.25. Guidance lowered.

“For the 52-week Fiscal 2023, the Company Expects: • Sales in the range of approximately $5.086 billion to $5.141 billion, representing an increase of approximately 5.8% to 7.0% compared to the prior year period. • Adjusted EBITDA(2) in the range of approximately $494 million to $528 million. • Adjusted EPS(2) in the range of approximately $1.15 to $1.25.”

Thomas C. Chubb, III was elected as Presiding Director and Chair of the Nominating/Corporate Governance Committee at FLOWERS FOODS INC.

“the Board elected Thomas C. Chubb, III to serve as presiding director and chair of the nominating/corporate governance committee, effective immediately following the 2023 Annual Meeting.”

Benjamin H. Griswold, IV departed as Director at FLOWERS FOODS INC.

“On March 6, 2023, Benjamin H. Griswold, IV notified the Board that he will retire from the Board, effective as of the 2023 Annual Meeting.”

A. Ryals McMullian was elected as Chairman of the Board at FLOWERS FOODS INC.

“the Board elected A. Ryals McMullian, president and chief executive officer and a director of the Company, as the next chairman of the Board, effective immediately following the 2023 Annual Meeting.”

George E. Deese changed role as Chairman of the Board at FLOWERS FOODS INC.

“On March 6, 2023, George E. Deese notified the board of directors (the “Board”) of Flowers Foods, Inc. (the “Company”) that he will retire from his role as chairman of the Board, effective as of the Company’s 2023 annual meeting of shareholders (the “2023 Annual Meeting”).”
Earnings Releases

FLOWERS FOODS INC reported the 52-week fiscal 2023 results: revenue $5.176 billion to $5.242 billion, EPS $1.20 to $1.30. Guidance initiated.

“For the 52-week Fiscal 2023, the Company Expects: • Sales in the range of approximately $5.176 billion to $5.242 billion, representing an increase of approximately 7.7% to 9.1% compared to the prior year period. • Adjusted EBITDA(2) in the range of approximately $513 million to $543 million. • Adjusted EPS(2) in the range of approximately $1.20 to $1.30.”
Earnings Releases

FLOWERS FOODS INC reported the 12-week fourth quarter ended December 31, 2022 results: revenue $1.083 billion, net income $48.6 million, EPS $0.23.

“Fourth Quarter Summary: Compared to the prior year fourth quarter where applicable • Sales increased 10.1% to a quarter-record $1.083 billion. • Net income increased 23.6% to $48.6 million. Adjusted net income increased 14.9% to $48.1 million. • Adjusted EBITDA(1) increased 8.5% to $96.2 million, representing 8.9% of sales, a 10-basis point decrease. • Diluted EPS increased $0.05 to $0.23. Adjusted diluted EPS(1) increased $0.03 to $0.23.”
Earnings Releases

FLOWERS FOODS INC reported the 52-week fiscal 2022 ended December 31, 2022 results: revenue $4.806 billion, net income $228.4 million, EPS $1.07.

“Fiscal 2022 Summary: Compared to the prior year where applicable • Sales increased 11.0% to a record $4.806 billion. • Net income increased 10.8% to $228.4 million. Adjusted net income increased 3.0% to $271.0 million. • Adjusted EBITDA(1) increased 2.3% to $502.0 million, representing 10.4% of sales, a 90-basis point decrease. • Diluted EPS increased $0.10 to $1.07. Adjusted diluted EPS(1) increased $0.03 to $1.27.”
Earnings Releases

FLOWERS FOODS INC reported the 52-week Fiscal 2022 results: revenue approximately $4.807 billion to $4.850 billion, EPS approximately $1.25 to $1.30. Guidance raised.

“For the 52-week Fiscal 2022, the Company Expects: • Sales in the range of approximately $4.807 billion to $4.850 billion, representing an increase of approximately 11.0% to 12.0% compared to the prior year period. Prior guidance called for sales of $4.764 billion to $4.850 billion, representing an increase of approximately 10% to 12%. • Adjusted EPS(1) in the range of approximately $1.25 to $1.30.”
Earnings Releases

FLOWERS FOODS INC reported the company’s 12-week third quarter ended October 8, 2022 results: revenue $1.158 billion, net income $40.5 million, EPS $0.19.

“Third Quarter Summary: Compared to the prior year third quarter where applicable • Sales increased 12.7% to a quarter-record $1.158 billion. • Net income increased 4.3% to $40.5 million. Adjusted net income decreased 0.4% to $64.6 million. • Adjusted EBITDA(1) increased 1.6% to $120.4 million, representing 10.4% of sales, a 110-basis point decrease. • Diluted EPS increased $0.01 to $0.19. Adjusted diluted EPS(1) was consistent with the prior year period at $0.30.”

Heeth Varnedoe was appointed as chief operating officer at FLOWERS FOODS INC.

“the Company appointed Heeth Varnedoe, the current chief transformation officer of the Company, to serve as chief operating officer, effective January 1, 2023.”

Bradley K. Alexander departed as chief operating officer at FLOWERS FOODS INC.

“Bradley K. Alexander, chief operating officer of Flowers Foods, Inc. (the “Company”), notified the Company that he will retire from this position at the end of the year after 41 years of service.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.