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flws20241211_8k.htm

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.

(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 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 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				-

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