1-800-FLOWERS.COM, INC. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K covers the Annual Meeting of Stockholders held by 1-800-FLOWERS.COM, Inc. on December 10, 2025. The filing details the results of three proposals submitted to security holders for a vote.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and voting outcomes rather than financial performance.
Material Changes and Voting Results
Three key matters were voted upon at the Annual Meeting:
- Director Elections: All nine nominees were elected to serve one-year terms expiring at the 2026 annual meeting. The nominees included Celia R. Brown, Dina Colombo, Eugene F. DeMark, Adam Hanft, Christopher G. McCann, James F. McCann, Shelton Palmer, Christina Shim, and Larry Zarin. Shelton Palmer received the highest number of "For" votes (278,810,573), while Celia R. Brown received the most "Withheld" votes (1,732,938).
- Appointment of Auditors: Stockholders ratified the appointment of BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending June 28, 2026. The vote was overwhelmingly in favor with 281,589,254 "For" votes versus 409,826 "Against" votes.
- Equity Plan Amendment: Stockholders approved an amendment to the 2003 Long Term Incentive and Share Award Plan to increase the number of authorized shares. The proposal received 276,480,278 "For" votes and 2,351,827 "Against" votes.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for future guidance, management commentary on outlook, specific risks, contingencies, or unusual items. The document is limited to reporting the mechanics and results of the shareholder vote.
Key Facts for Investor Verification
- Verify the total number of shares outstanding to contextualize the voting percentages.
- Confirm the specific number of shares added to the authorized pool under the amended Long Term Incentive Plan.
- Review the full Proxy Statement referenced in the filing for detailed biographies of the elected directors and the rationale for the auditor appointment.
- Note that the fiscal year end for the newly ratified auditor is June 28, 2026.