false 0001084869 0001084869 2023-12-31 2023-12-31
 
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
 
Date of report (Date of earliest event reported): December 31, 2023
 
1-800-FLOWERS.COM, INC.
 
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 5.02.             Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
(e) On December 31, 2023, the Company and Mr. Christopher McCann entered into an appointment letter setting forth the terms of Mr. McCann’s continued employment with the Company following the end of his leave of absence, effective January 1, 2024. Mr. McCann will continue to be employed by the Company and to serve as a Board member of the Company, and as an officer and board member of various subsidiaries of the Company on which he currently serves, and dedicate the time needed to reasonably perform these duties, pursuant to the terms and conditions set forth in his employment agreement, dated July 4, 2016. Except with respect to various provisions in his appointment letter, all other terms and conditions of Mr. McCann’s employment agreement will continue in effect, including but not limited to (i) any potential severance payment pursuant to Section 11.(a)(i)(A) of the Employment Agreement, which shall be calculated off a base salary of $775,000, and (ii) medical and health insurance pursuant to Section 11.(a)(ii) of the Employment Agreement.
 
Effective January 1, 2024, in lieu of payment of the Base Salary set forth in Section 4 of the Employment Agreement, Mr. McCann’s salary will be $125,000 per annum, which shall be comprised of (i) $50,000 cash compensation, and (ii) an annual grant, commencing in December 2024, consisting of the number of restricted shares of Class A Common Stock having a value on the grant date equal to $75,000, with a 1 year vesting period. In addition, Mr. McCann will be eligible for additional compensation for special projects that may be assigned to and accepted by him, which compensation will be determined at the time of such assignment and acceptance. Other than as set forth above, Mr. McCann will not be eligible to participate in the Bonus Arrangements set forth in Section 5.(a) of the Employment Agreement or the Long Term Incentive Plan as set forth in Section 5.(b) of the Employment Agreement, effective as of January 1, 2024. A copy of the Appointment Letter is filed as Exhibit 99.1 hereto and incorporated by reference.
 
Item 9.01.
Financial Statements and Exhibits.
 
The following exhibits are furnished with this Form 8-K:
 
99.1
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
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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:  January 2, 2024
 
 

Exhibit 99.1

 

 

  December 31, 2023

 

Mr. Christopher McCann

 

Dear Chris:

 

By this letter (this “Appointment Letter”), 1-800-FLOWERS.COM, Inc. (the “Company”) is pleased to continue your employment after the end of your leave of absence on December 31, 2023, subject to the terms set forth in your Employment Agreement, dated July 4, 2016 (the “Employment Agreement”), and the additional terms stated below, effective as of January 1, 2024.

 

You will continue to be employed by the Company and to serve as a Board member of the Company, and as an officer and board member of various subsidiaries of the Company on which you currently serve, and dedicate the time needed to reasonably perform these duties, pursuant to the terms and conditions set forth in the Employment Agreement, which shall remain in full force and effect except as modified herein, including, but not limited to (i) any potential severance payment pursuant to Section 11.(a)(i)(A) of the Employment Agreement, and (ii) medical and health insurance pursuant to Section 11.(a)(ii) of the Employment Agreement. Notwithstanding any provision in this Appointment Letter, the amount of any severance payment pursuant to such Section 11.(a)(i)(A) will continue to be calculated based on the minimum annual salary of $775,000 set forth in Section 4 of the Employment Agreement.

 

Terms not defined in this Appointment Letter will have the meaning given to them in the Employment Agreement. For the avoidance of doubt, you agree that you will not have the right to terminate your employment for Good Reason based on the terms of this Appointment Letter and that this change in position shall not be deemed a voluntary resignation, nor shall it be considered grounds for the Company to claim a “Good Cause” termination, pursuant to the Employment Agreement.

 

Effective as of January 1, 2024, in lieu of payment of the Base Salary set forth in Section 4 of the Employment Agreement, your salary will be $125,000 per annum, which shall be comprised of (i) $50,000 cash compensation payable in accordance with the ordinary payroll practices of the Company, and (ii) an annual grant, commencing in December 2024, consisting of the number of restricted shares of Class A Common Stock having a value on the grant date equal to $75,000, determined based on the closing price on the NASDAQ of the Class A Common Stock on the grant date with a one (1) year vesting period. In addition, you will be eligible for additional compensation for special projects that may be assigned to and accepted by you, which compensation will be determined at the time of such assignment and acceptance.

 

Other than as set forth above, you will not be eligible to participate in the Bonus Arrangements set forth in Section 5.(a) of the Employment Agreement or the Long Term Incentive Plan as set forth in Section 5.(b) of the Employment Agreement, effective as of January 1, 2024.

 

This Appointment Letter shall modify your Resignation Letter, dated June 29, 2023. Nothing in this Appointment Letter or the Employment Agreement shall be construed or deemed to interfere with any protected right to communicate directly with and provide Confidential Information not otherwise protected from disclosure by any applicable law or privilege, to any regulator or any other national, federal, state, or local governmental agencies or commissions regarding possible violations of law or regulation.

 

 
 

 

Please acknowledge your acceptance of and agreement to this offer by executing this Appointment Letter in the space indicated below.

 

 

 Very truly yours,

 
     
  1-800-FLOWERS.COM, Inc.  

 

 

 

 

 

 

 

 

 

By:

/s/ Faeth Bradley

 

 

Name: Faeth Bradley

 

 

Title: CHRO

 

 

 

/s/ Christopher G. McCann  
Name: Mr. Christopher McCann  

 

 
v3.23.4
Document And Entity Information
Dec. 31, 2023
Document Information [Line Items]  
Entity, Registrant Name 1 800 FLOWERS COM INC
Document, Type 8-K
Document, Period End Date Dec. 31, 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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