FLOWERS FOODS INC — Form 8-K

Flowers Foods adopted amended and restated bylaws effective August 28, 2026, substantially tightening shareholder rights to call special meetings and nominate directors. Key changes: (1) Special meetings now require 25% ownership (up from prior threshold) held for one year continuously, with extensive derivative and hedging restrictions; (2) director nomination deadlines compressed to 90–120 days pre-meeting with detailed disclosure requirements; (3) shareholder proposals subject to Rule 14a-19 compliance and 67% voting threshold for proxy solicitation; (4) multiple procedural grounds for rejection including 60-day similar-item bar and 90-day quiet period before annual meetings; (5) exclusive Georgia state court jurisdiction for internal entity claims. No specific dollar amounts, share counts, or counterparties named. The bylaws represent governance hardening favoring incumbent board control.