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0001084869
0001084869
2024-08-29
2024-08-29
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
August 29, 2024
(Date of earliest event reported)
1 800 FLOWERS COM INC
1-800-FLOWERS.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware
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0-26841
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11-3117311
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(State of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock
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FLWS
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The Nasdaq Stock Market
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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 (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.
Today, 1-800-FLOWERS.COM, Inc. (the “Company”) announced that, effective December 29, 2024, William E. Shea will retire from his position as Senior Vice President, Treasurer and Chief Financial Officer.
The Company also announced that, effective December 29, 2024, James Langrock has been appointed Chief Financial Officer of the Company. Mr. Langrock, age 59, has served as the Company’s Chief Administrative Officer since April 2024. Prior to joining the Company, Mr. Langrock held the position of Chief Financial Officer at several public and privately held companies, including Charcuterie Artisans from January 2020 to March 2024, The Hain Celestial Group from June 2017 through December 2019, and Monster Worldwide, Inc. from January 2011 through October 2015. He holds an MBA from Hofstra University and a Bachelor of Business Administration from James Madison University.
There are no transactions to which the Company is or was a participant and in which Mr. Langrock has a material interest subject to disclosure under Item 404(a) of Regulation S-K. The selection of Mr. Langrock to serve as Chief Financial Officer was not pursuant to any arrangement or understanding with respect to any other person.
There are no reportable family relationships or related person transactions involving the Company and Mr. Langrock.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished with this Form 8-K:
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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1-800-FLOWERS.COM, INC.
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By:
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/s/ Michael R. Manley
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Michael R. Manley
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Senior Vice President, General Counsel and
Corporate Secretary
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Date: August 29, 2024
Exhibit 99.1
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Investor Contact:
Andy Milevoj
(516) 237-4617
amilevoj@1800flowers.com
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Media Contact:
Cherie Gallarello
cgallarello@1800flowers.com
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1-800-FLOWERS.COM, Inc. Announces Bill Shea to Retire as Chief Financial Officer on December 29, 2024
Names James Langrock Chief Financial Officer
Jericho, NY, August 29, 2024 – 1-800-FLOWERS.COM, Inc. (NASDAQ: FLWS), a leading provider of gifts designed to help inspire customers to give more, connect more, and build more and better relationships, today announced that Bill Shea has confirmed his intention to retire as Chief Financial Officer, effective December 29, 2024. The Board of Directors has appointed James Langrock as Chief Financial Officer, effective December 29, 2024.
“I want to take this opportunity to congratulate Bill on his upcoming retirement and to thank him for his three decades of tireless commitment to our company,” said Jim McCann, Chairman and Chief Executive Officer of 1-800-FLOWERS.COM, Inc. “Bill has been a terrific partner to me and a tremendous asset to our company during a period of tremendous growth and transformation. We wish Bill all the best upon his retirement.”
“I also want to congratulate James on his appointment to Chief Financial Officer upon Bill’s retirement,” Mr. McCann continued. “James has been a great addition to our leadership team since joining the Company and brings a great wealth of financial expertise to our company.”
Mr. Langrock joined 1-800-FLOWERS.COM, Inc. in April as Chief Administrative Officer, bringing a broad range of finance experience to the Company. Prior to joining the Company, Mr. Langrock held the position of Chief Financial Officer at several public and privately held companies, including Charcuterie Artisans, The Hain Celestial Group, and Monster Worldwide, Inc.
About 1-800-FLOWERS.COM, Inc.
1-800-FLOWERS.COM, Inc. is a leading provider of gifts designed to help inspire customers to give more, connect more, and build more and better relationships. The Company’s e-commerce business platform features an all-star family of brands, including: 1-800-Flowers.com®, 1-800-Baskets.com®, Cheryl’s Cookies®, Harry & David®, PersonalizationMall.com®, Shari’s Berries®, FruitBouquets.com®, Things Remembered®, Moose Munch®, The Popcorn Factory®, Wolferman’s Bakery®, Vital Choice®, and Simply Chocolate®. Through the Celebrations Passport® loyalty program, which provides members with free standard shipping and no service charge on eligible products across our portfolio of brands, 1-800-FLOWERS.COM, Inc. strives to deepen relationships with customers. The Company also operates BloomNet®, an international floral and gift industry service provider offering a broad-range of products and services designed to help members grow their businesses profitably; Napco℠, a resource for floral gifts and seasonal décor; DesignPac Gifts, LLC, a manufacturer of gift baskets and towers; and Alice’s Table®, a lifestyle business offering fully digital livestreaming and on demand floral, culinary and other experiences to guests across the country. 1-800-FLOWERS.COM, Inc. was recognized among America’s Most Trustworthy Companies by Newsweek. 1-800-FLOWERS.COM, Inc. was also recognized among the top 5 on the National Retail Federation’s 2021 Hot 25 Retailers list, which ranks the nation’s fastest-growing retail companies, and was named to the Fortune 1000 list in 2022. Shares in 1-800-FLOWERS.COM, Inc. are traded on the NASDAQ Global Select Market, ticker symbol: FLWS. For more information, visit 1800flowersinc.com or follow @1800FLOWERSInc on Twitter.
Special Note Regarding Forward Looking Statements:
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the Company’s current expectations or beliefs concerning future events and can generally be identified using statements that include words such as “estimate,” “expects,” “project,” “believe,” “anticipate,” “intend,” “plan,” “foresee,” “forecast,” “likely,” “should,” “will,” “target” or similar words or phrases. These forward-looking statements are subject to risks, uncertainties, and other factors, many of which are outside of the Company’s control, which could cause actual results to differ materially from the results expressed or implied in the forward-looking statements, including, but not limited to, statements regarding the Company’s ability to achieve its guidance for the full Fiscal year; the Company’s ability to leverage its operating platform and reduce its operating expense ratio; its ability to successfully integrate acquired businesses and assets; its ability to successfully execute its strategic initiatives; its ability to cost effectively acquire and retain customers; the outcome of contingencies, including legal proceedings in the normal course of business; its ability to compete against existing and new competitors; its ability to manage expenses associated with sales and marketing and necessary general and administrative and technology investments; its ability to reduce promotional activities and achieve more efficient marketing programs; and general consumer sentiment and industry and economic conditions that may affect levels of discretionary customer purchases of the Company’s products. The Company undertakes no obligation to publicly update any of the forward-looking statements, whether because of new information, future events or otherwise, made in this release or in any of its SEC filings. Consequently, you should not consider any such list to be a complete set of all potential risks and uncertainties. For a more detailed description of these and other risk factors, refer to the Company’s SEC filings, including the Company’s Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q.
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