UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 19, 2025
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PUBLIX SUPER MARKETS, INC.
(Exact name of registrant as specified in its charter)
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| Florida |
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000-00981 |
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59-0324412 |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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3300 Publix Corporate Parkway
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Lakeland, Florida
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33811
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(Zip Code) |
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(863) 688-1188
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(Registrant’s telephone number, including area code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act: None
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ¨
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 19, 2025, the Board of Directors (Board) of Publix Super Markets, Inc. (Company) increased the size of the Board from eight members to nine members in accordance with the Amended and Restated By-laws of the Company and elected Michael E. Graham as a non-employee director of the Board (Election), with such increase and Election effective as of October 1, 2025 (Effective Date). Mr. Graham’s term will continue until the Company’s 2026 Annual Meeting of Stockholders or until his successor is duly elected and qualified.
Upon the recommendation of the Corporate Governance Committee of the Board, the Board appointed Mr. Graham to serve as a member of the Audit Committee of the Board (Audit Committee), with such appointment effective as of the Effective Date and with such service to be at the pleasure of the Board.
Mr. Graham will receive the same compensation and benefits as the other non-employee directors serving on the Board and the Audit Committee and all such compensation will begin on the Effective Date.
There are no arrangements or understandings between Mr. Graham or any other persons pursuant to which he was appointed a director. There are no family relationships between Mr. Graham and any director or executive officer of the Company, and the Company has not entered into any transactions with Mr. Graham that are reportable pursuant to Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On September 22, 2025, the Company issued a press release regarding the Election. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d). Exhibits
99.1. Press Release issued on September 22, 2025
104. Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
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.
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PUBLIX SUPER MARKETS, INC. |
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| Date: September 22, 2025 |
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/s/ David P. Phillips |
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David P. Phillips, Executive Vice President, Chief Financial Officer and |
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Treasurer (Principal Financial and Accounting Officer) |
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Exhibit 99.1
Contact: Maria Brous
(863) 680-5339
Michael Graham joins Publix board of directors
LAKELAND, Fla., Sept. 22, 2025 — Today, Publix Super Markets announced Michael Graham was elected to join the company’s board of directors, effective Oct. 1, 2025.
“We are pleased to welcome Michael to the Publix board,” said Publix Executive Chairman Todd Jones. “His extensive experience in finance and consumer packaged goods will make him a strong addition to our board.”
About Graham
Graham, 64, brings nearly 40 years of financial expertise to the company’s board. Recruited out of Howard University, he joined General Mills Inc. and served in various capacities, culminating as associate director of finance for the Gold Medal Division. Most recently, he spent 16 years working for Reynolds Group Holdings and Reynolds Consumer Products Inc., where he served as chief financial officer and senior advisor until his retirement in 2024.
Graham was awarded the 2021 Chicago Chief Financial Officer of the Year for Mid-Sized Public Companies by Financial Executives International. He and his wife, Kathleen, have been married for 30 years, live in Atlanta and have an adult son and daughter.
Publix, the largest employee-owned company in the U.S. with more than 260,000 associates, currently operates 1,419 stores in Florida, Georgia, Alabama, Tennessee, South Carolina, North Carolina, Virginia and Kentucky. For 28 consecutive years, the company has been recognized by Fortune as a great place to work. In addition, Publix’s dedication to superior quality and customer service is recognized among the top in the grocery business. For more information, visit the company’s newsroom at corporate.publix.com/newsroom. ###