false 0001084869 1 800 FLOWERS COM INC 0001084869 2023-12-14 2023-12-14
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
 
Securities Exchange Act of 1934
 
December 14, 2023
 
1-800-FLOWERS.COM, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
0-26841
11-3117311
(State of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
Two Jericho Plaza, Suite 200
Jericho, New York 11753
(Address of principal executive offices) (Zip Code)
(516) 237-6000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
 
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:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock
FLWS
The Nasdaq Stock Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
 
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. ☐
 
 
 
 
Item 5.07.         Submission of Matters to a Vote of Security Holders.
 
1-800-FLOWERS.COM, Inc. (the “Company”) held its Annual Meeting of Stockholders on December 14, 2023. The stockholders considered five proposals at the meeting, each of which is described in more detail in the Proxy Statement. The matters voted upon at the meeting and the results of the votes are stated below.
 
1.           The following nominees for directors were elected to serve a one-year term expiring at the 2024 annual meeting of stockholders:
 
Nominee
For
Withheld
Broker Non-Votes
       
Celia R. Brown
281,090,975
8,149,740
3,936,780
James A. Cannavino
287,953,057
1,287,658
3,936,780
Dina Colombo
288,790,152
450,563
3,936,780
Eugene F. DeMark
287,829,940
1,410,775
3,936,780
Leonard J. Elmore
277,367,302
11,873,413
3,936,780
Adam Hanft
288,767,638
473,077
3,936,780
Stephanie Redish Hofmann
288,127,872
1,112,843
3,936,780
Christopher G. McCann
281,565,032
7,675,683
3,936,780
James F. McCann
280,503,042
8,737,673
3,936,780
Christina Shim
288,448,638
792,077
3,936,780
Larry Zarin
287,913,509
1,327,206
3,936,780
 
2.           The stockholders ratified the appointment of BDO USA, P.C. to serve as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2024.
 
For
Against
Abstain
Broker Non-Votes
292,485,982
659,149
32,364
-
 
 
3.           The stockholders approved, on an advisory basis, the Company’s executive compensation for its named executive officers.
 
For
Against
Abstain
Broker Non-Votes
285,361,185
3,360,097
519,433
3,936,780
 
4.           The stockholders determined, on an advisory basis, “three years” to be the frequency for future non-binding advisory votes on executive compensation.
 
1 Year
2 Years
3 Years
Abstain
13,768,995
38,167
275,268,419
165,134
 
5.            The stockholders approved an amendment to the 2003 Long Term Incentive and Share Award Plan, as amended and restated as of October 15, 2020, to increase the authorized shares.
 
For
Against
Abstain
Broker Non-Votes
286,524,932
2,684,422
31,361
3,936,780
 
 
 
 
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.
 
1-800-FLOWERS.COM, INC.
 
 
By:  /s/ William E. Shea
William E. Shea
Senior Vice President, Treasurer and Chief Financial Officer
 
 
Date: December 15, 2023
 
 
v3.23.3
Document And Entity Information
Dec. 14, 2023
Document Information [Line Items]  
Entity, Registrant Name 1 800 FLOWERS COM INC
Document, Type 8-K
Document, Period End Date Dec. 14, 2023
Entity, Incorporation, State or Country Code DE
Entity, File Number 0-26841
Entity, Tax Identification Number 11-3117311
Entity, Address, Address Line One Two Jericho Plaza, Suite 200
Entity, Address, City or Town Jericho
Entity, Address, State or Province NY
Entity, Address, Postal Zip Code 11753
City Area Code 516
Local Phone Number 237-6000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock
Trading Symbol FLWS
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001084869
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