Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 21, 2020, Flowers Foods, Inc. (the "Company") held its Annual Meeting of Shareholders (the "Annual Meeting") in Thomasville, Georgia for the following purposes and with the following voting results:



    (1) To elect eight nominees as directors of the Company, each to serve for a
        term of one year until the Company's 2021 Annual Meeting of Shareholders
        (the "2021 Annual Meeting"):


                                                                              Broker
Directors:                      For            Against        Abstain       Non-Votes
George E. Deese              176,163,607       2,400,946       201,367       19,001,204
Rhonda Gass                  177,477,044         364,421       924,455       19,001,204
Benjamin H. Griswold, IV     175,652,979       2,811,427       301,514       19,001,204
Margaret G. Lewis            177,070,420         772,821       922,679       19,001,204
A. Ryals McMullian           177,335,108       1,224,963       205,849       19,001,204
James T. Spear               178,058,031         438,832       269,057       19,001,204
Melvin T. Stith, Ph.D.       176,461,318       2,026,811       277,791       19,001,204
C. Martin Wood III           176,104,124       2,457,828       203,968       19,001,204


    (2) To hold an advisory vote on the compensation of the Company's named
        executive officers:


For                  172,735,971
Against                4,934,029
Abstain                1,095,920
Broker Non-Votes      19,001,204


    (3) To ratify the appointment of PricewaterhouseCoopers LLP as the Company's
        independent registered public accounting firm for the fiscal year ending
        January 2, 2021:


For                  191,979,359
Against                5,501,114
Abstain                  286,651
Broker Non-Votes               0


    (4) Management proposal to amend the Company's Restated Articles of
        Incorporation and Amended and Restated Bylaws to reduce supermajority vote
        requirements, including the supermajority threshold required to call a
        special meeting:


For                  175,182,203
Against                3,038,778
Abstain                  544,939
Broker Non-Votes      19,001,204

With respect to Proposal 1, each of the nominees for director received a majority of votes cast in the election of directors, and each was elected to serve for a term of one year until the 2021 Annual Meeting.

With respect to Proposals 2 and 3, the votes cast within the voting group favoring each proposal exceeded the votes cast opposing each proposal and therefore passed.

Proposal 4 received the affirmative vote of more than 66 2/3% of the outstanding shares of the Company's common stock and therefore the amendments to the Company's Restated Articles of Incorporation and Amended and Restated Bylaws were adopted. The Certificate of Restatement, including the Amended and Restated Articles of Incorporation, as amended through May 21, 2020, was filed with the Secretary of State of the State of Georgia on May 22, 2020. Copies of the Company's Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, each as amended through May 21, 2020, are filed herewith as Exhibit 3.1 and 3.2, respectively, and incorporated herein by reference.



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Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

 Exhibit
 Number          Description

   3.1             Amended and Restated Articles of Incorporation of Flowers Foods,
                 Inc., as amended through May 21, 2020.

   3.2             Amended and Restated Bylaws of Flowers Foods, Inc., as amended
                 through May 21, 2020.

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document).


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