Flowers Foods, Inc. Amends and Restates Bylaws (Aug 28, 2026)

What Happened
Flowers Foods, Inc. (FLO) announced on August 28, 2026 that its Board of Directors approved Amended and Restated Bylaws, effective that date. The filing (Form 8-K, Item 5.03) describes technical, conforming, modernizing, and clarifying changes to the company’s bylaws and the full text of the Amended and Restated Bylaws is filed as Exhibit 3.1 to the 8-K.

Key Details

• The Board approved the Amended and Restated Bylaws effective August 28, 2026.
• Revised advance-notice bylaw disclosure requirements for shareholder director nominations and submissions of other business (excluding Rule 14a-8 proxy proposals), including a simplified definition of “Derivative Instruments.”
• Clarified how the company will determine whether business or nominations are properly brought before a shareholder meeting.
• Updated the exclusive forum provision to align with recent changes to the Official Code of Georgia Annotated (O.C.G.A.) and to provide for removal or transfer of certain foreign actions to the Georgia State-wide Business Court (pursuant to O.C.G.A. § 15-5A-4).
• Added a severability provision.

Why It Matters
These bylaw updates affect governance procedures that determine how shareholders can nominate directors and bring proposals at meetings, and they clarify dispute venue rules by aligning forum selection with Georgia law. For investors, the changes could influence the mechanics and clarity of shareholder engagement and litigation venue, and the full bylaw text is available in the company’s 8-K filing for review.