false 0001084869 1 800 FLOWERS COM INC 0001084869 2021-12-07 2021-12-07
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 7, 2021
 
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 registrants 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 7, 2021.  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 2022 annual meeting of stockholders:
 
Nominee
For
Withheld
Broker Non-Votes
       
Celia R. Brown
300,045,011
404,740
2,740,943
James A. Cannavino
299,477,771
971,980
2,740,943
Dina Colombo
300,362,303
87,448
2,740,943
Eugene F. DeMark
300,369,618
80,133
2,740,943
Leonard J. Elmore
297,572,398
2,877,353
2,740,943
Adam Hanft
300,368,616
81,135
2,740,943
Stephanie Redish Hofmann
300,161,108
288,643
2,740,943
Christopher G. McCann
300,313,167
136,584
2,740,943
James F. McCann
298,628,918
1,820,833
2,740,943
Katherine Oliver
299,475,893
973,858
2,740,943
Larry Zarin
299,579,882
869,869
2,740,943
 
2.           The stockholders ratified the appointment of BDO USA, LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending July 3, 2022.
 
For
Against
Abstain
Broker Non-Votes
302,424,919
601,461
164,314
-
 
 
 
 
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 30, 2021