8-K
1 800 Flowers Com Inc (FLWS)
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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<br><br> <br>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 |
- 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.<br><br> <br><br><br> <br><br><br> <br>By: /s/ William E. Shea<br><br> <br>William E. Shea<br><br> <br>Senior Vice President, Treasurer and Chief Financial Officer |
|---|
Date: December 15, 2023