Form 8-K - Current report

 

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 11, 2024

 

1 800 FLOWERS COM INC

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)

[phone]

(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. ☐

 

 

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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 11, 2024. The stockholders considered two 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 2025 annual meeting of stockholders:

 

Nominee		For				Withheld				Broker Non-Votes
Celia R. Brown			279,975,512				7,518,249				3,753,859
James A. Cannavino			285,913,980				1,579,781				3,753,859
Dina Colombo			287,235,562				258,199				3,753,859
Eugene F. DeMark			286,683,800				809,961				3,753,859
Leonard J. Elmore			276,586,691				10,907,070				3,753,859
Adam Hanft			287,232,125				261,636				3,753,859
Stephanie Redish Hofmann			280,841,872				6,651,889				3,753,859
Christopher G. McCann			280,935,540				6,558,221				3,753,859
James F. McCann			279,997,264				7,496,497				3,753,859
Christina Shim			280,435,744				7,058,017				3,753,859
Larry Zarin			279,996,559				7,497,202				3,753,859

 

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 29, 2025.

 

For			Against				Abstain				Broker Non-Votes
290,446,260				773,883				27,477				-

 

 

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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: December 12, 2024

 

 

 

Document And Entity Information	Dec. 11, 2024
Document Information [Line Items]
Entity, Registrant Name	1 800 FLOWERS COM INC
Document, Type	8-K
Document, Period End Date	Dec. 11, 2024
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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