1-800-FLOWERS.COM Sets Dec. 10 Annual Meeting, Seeks Share Plan Boost

Ticker: FLWS · Form: DEF 14A · Filed: Oct 23, 2025 · CIK: 1084869

Sentiment: mixed

Topics: Proxy Statement, Corporate Governance, Director Election, Shareholder Meeting, Executive Compensation, Stock Dilution, Auditor Ratification, Long Term Incentive Plan, E-commerce, Retail

Related Tickers: FLWS, FTD

TL;DR

**FLWS is asking for more shares for execs, which could dilute your holdings – vote carefully!**

AI Summary

1-800-FLOWERS.COM, Inc. (FLWS) is holding its Annual Meeting on December 10, 2025, to elect nine directors, ratify BDO USA, P.C. as its independent auditor for fiscal year ending June 28, 2026, and approve an amendment to the 2003 Long Term Incentive and Share Award Plan to increase authorized shares. The company's Board of Directors currently consists of 12 members, with nine nominees up for election, including new appointee Shelton Palmer from April 2025 and December 2023 appointee Christina Shim. Key leadership figures Christopher G. McCann and James F. McCann, brothers, continue to serve on the board, with James F. McCann as Executive Chairman. As of October 13, 2025, FLWS had 36,598,694 shares of Class A Common Stock and 27,068,221 shares of Class B Common Stock outstanding, with Class B shares carrying ten votes each. The virtual meeting will allow stockholders of record as of October 13, 2025, to vote on these proposals, with the board recommending 'FOR' all proposals.

Why It Matters

This DEF 14A filing outlines critical governance decisions for 1-800-FLOWERS.COM, Inc., directly impacting investor confidence and future executive compensation. The proposed increase in authorized shares for the 2003 Long Term Incentive and Share Award Plan could dilute existing shareholder value if not managed carefully, making it a key point for investors to scrutinize. For employees, the incentive plan amendment signals potential changes in long-term compensation structures. The election of directors, including new technology and sustainability experts like Shelton Palmer and Christina Shim, suggests a strategic pivot towards digital transformation and ESG initiatives, crucial for competitive positioning against rivals like FTD and local florists in an evolving e-commerce landscape.

Risk Assessment

Risk Level: medium — The proposal to increase authorized shares for the 2003 Long Term Incentive and Share Award Plan introduces a medium risk of shareholder dilution. While incentive plans are common, an increase in authorized shares could lead to a greater number of shares being issued, potentially reducing the ownership percentage of existing shareholders. The filing does not specify the exact number of additional shares requested, making the potential impact on dilution unclear without further details.

Analyst Insight

Investors should carefully review the specifics of the proposed amendment to the 2003 Long Term Incentive and Share Award Plan, particularly the magnitude of the requested share increase. Consider voting 'AGAINST' the share increase if the potential for dilution outweighs the perceived benefits of executive incentives, and ensure your proxy is submitted by December 9, 2025.

Key Numbers

Key Players & Entities

FAQ

What are the key proposals for the 1-800-FLOWERS.COM Annual Meeting on December 10, 2025?

The key proposals for the 1-800-FLOWERS.COM Annual Meeting on December 10, 2025, include the election of nine directors, the ratification of BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending June 28, 2026, and the approval of an amendment to the 2003 Long Term Incentive and Share Award Plan to increase authorized shares.

Who are the new director nominees for 1-800-FLOWERS.COM's Board of Directors?

While most nominees were re-elected in 2024, Shelton Palmer was appointed to the Board on April 24, 2025, and Christina Shim joined in December 2023. Both are among the nine directors recommended for election at the upcoming Annual Meeting.

How many shares of 1-800-FLOWERS.COM stock are outstanding and what are their voting rights?

As of October 13, 2025, 1-800-FLOWERS.COM had 36,598,694 shares of Class A Common Stock and 27,068,221 shares of Class B Common Stock outstanding. Each Class A share is entitled to one vote, while each Class B share is entitled to ten votes.

What is the significance of the proposed amendment to the 2003 Long Term Incentive and Share Award Plan for 1-800-FLOWERS.COM?

The proposed amendment to the 2003 Long Term Incentive and Share Award Plan aims to increase the authorized shares available for awards. This could impact executive compensation and potentially lead to dilution for existing shareholders if a significant number of new shares are issued.

When is the deadline to vote by proxy for the 1-800-FLOWERS.COM Annual Meeting?

Stockholders of record can vote by telephone or internet by 11:59 p.m. eastern standard time on December 9, 2025. Mailed proxy cards should be returned promptly.

What is 'householding' in the context of 1-800-FLOWERS.COM's proxy materials?

Householding is a method permitted by the SEC where 1-800-FLOWERS.COM delivers a single Notice or set of Annual Meeting materials to one address shared by two or more stockholders, saving costs and reducing environmental impact. Stockholders can request separate copies if preferred.

Who is James F. McCann and what is his role at 1-800-FLOWERS.COM?

James F. McCann is the founder of 1-800-FLOWERS.COM and serves as the Executive Chairman of the Board. He also previously served as CEO from inception until June 2016, and again from July 2023 until May 2025.

What are the qualifications of Christina Shim, a director nominee for 1-800-FLOWERS.COM?

Christina Shim, age 42, is the Chief Sustainability Officer for IBM and previously held leadership roles at IBM Sustainability Software, Palladium International, and Booz Allen Hamilton. She also served as a senior targeting analyst with the Central Intelligence Agency.

How will abstentions and broker non-votes affect the proposals at the 1-800-FLOWERS.COM Annual Meeting?

Abstentions will be counted in tabulations of votes cast and will have the same effect as a vote 'AGAINST' the applicable proposal. Broker non-votes will not be counted for purposes of determining whether a proposal has been approved, though both are counted for quorum determination.

Where can stockholders find the Annual Report of 1-800-FLOWERS.COM?

The Annual Report of 1-800-FLOWERS.COM is being made available to stockholders on www.proxyvote.com concurrently with the proxy statement.

Industry Context

1-800-FLOWERS.COM, Inc. operates in the highly competitive online retail sector, specifically focusing on floral and gift deliveries. The industry is characterized by strong seasonal demand, reliance on efficient logistics and supply chain management, and increasing competition from both specialized online retailers and larger e-commerce platforms. Trends include a growing emphasis on personalized gifts, subscription services, and sustainable sourcing.

Regulatory Implications

As a publicly traded company, 1-800-FLOWERS.COM, Inc. is subject to SEC regulations governing proxy solicitations and corporate governance. Compliance with these regulations ensures transparency and fair treatment of shareholders. The company's adherence to accounting standards is also critical, especially concerning the ratification of its independent auditor, BDO USA, P.C.

What Investors Should Do

  1. Vote on Director Nominees
  2. Ratify Independent Auditor
  3. Approve Incentive Plan Amendment
  4. Understand Voting Power

Key Dates

Glossary

DEF 14A
A filing with the SEC that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document is the proxy statement for 1-800-FLOWERS.COM, Inc.'s annual meeting.)
Class B Common Stock
A class of common stock with enhanced voting rights, in this case, ten votes per share. (Significantly impacts voting power, as 27,068,221 shares with 10 votes each represent a substantial portion of the total voting power.)
Proxy
A document or instruction authorizing someone else to vote your shares on your behalf. (Stockholders are urged to vote by proxy if they cannot attend the virtual meeting.)
Householding
A cost-saving measure where a single set of proxy materials is sent to multiple stockholders sharing the same address. (Explains why some stockholders may receive only one set of materials for multiple shareholders at their address.)
Abstentions
A vote where a shareholder chooses not to vote for or against a proposal. (Abstentions are counted for quorum but have the same effect as a 'AGAINST' vote for the proposals.)
Broker non-votes
Shares held by a broker for a client that are not voted on a particular proposal because the broker has not received instructions from the client. (Broker non-votes will not be counted for determining if a proposal is approved.)

Year-Over-Year Comparison

This filing pertains to the upcoming Annual Meeting on December 10, 2025, and provides information relevant to that specific event. As it is a proxy statement for an upcoming meeting, direct year-over-year comparisons of financial performance metrics like revenue growth or net income are not the primary focus. Instead, it details proposals for director elections, auditor ratification, and amendments to incentive plans, alongside information on voting procedures and record dates.

Filing Stats: 4,753 words · 19 min read · ~16 pages · Grade level 10.8 · Accepted 2025-10-23 16:09:52

Key Financial Figures

Filing Documents

From the Filing

flws-20251022 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended. Filed by the registrant x Filed by a party other than the registrant o Check the appropriate box: Preliminary Proxy Statement o Confidential for Use of the Commission only (as permitted by Rule 14a-6(e)(2) o Definitive Proxy Statement x Definitive Additional Materials o Soliciting Material Pursuant to 240.14a-12 o 1-800-FLOWERS.COM, Inc. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required o Fee paid previously with preliminary materials o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Notice of Annual Meeting of Stockholders December 10, 2025 The Annual Meeting of Stockholders (the "Annual Meeting") of 1-800-FLOWERS.COM, Inc. (the "Company") will be held online via live webcast, on Wednesday, December 10, 2025 at 9:00 a.m. eastern standard time, or any adjournment thereof, for the following purposes, as more fully described in the Proxy Statement accompanying this notice: (1) To elect nine directors to serve until the 2026 Annual Meeting or until their respective successors have been duly elected and qualified; (2) To ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending June 28, 2026; (3) To approve an amendment to the 2003 Long Term Incentive and Share Award Plan to increase the authorized shares; and (4) To transact such other matters as may properly come before the Annual Meeting. You can access the meeting via the Internet at www.virtualshareholdermeeting.com/FLWS2025. To log into the Annual Meeting as a stockholder, a control number will be required. For registered stockholders, the control number can be found on your Notice of Internet Availability of Proxy Materials or your proxy card. Only stockholders of record at the close of business on October 13, 2025 will be entitled to notice of, and to vote at, the Annual Meeting. A list of stockholders eligible to vote at the Annual Meeting will be available for inspection at the Annual Meeting, and for a period of ten days prior to the Annual Meeting, during regular business hours at Two Jericho Plaza, Suite 200, Jericho, New York 11753. This list also will be available during the Annual Meeting on the virtual meeting website. All stockholders are cordially invited to attend the Annual Meeting virtually via live webcast. Whether or not you expect to attend the Annual Meeting, your vote is important. To assure your representation at the Annual Meeting, you are urged to cast your vote, as instructed in the Notice of Internet Availability of Proxy Materials, over the Internet or by telephone as promptly as possible. If you received a copy of the proxy materials by mail, you may complete, sign, date and mail the proxy card in the envelope provided. Any stockholder of record attending the Annual Meeting may vote via the Internet during the Annual Meeting webcast, even if he or she has voted over the Internet, by telephone or returned a completed proxy card. You may revoke your proxy at any time prior to the Annual Meeting. If you attend and vote during the Annual Meeting, your proxy will be revoked automatically and only your vote at the Annual Meeting will be counted. By Order of the Board of Directors /s/ Michael R. Manley Michael R. Manley Corporate Secretary Jericho, New York October 23, 2025 YOUR VOTE IS EXTREMELY IMPORTANT. YOU ARE URGED TO VOTE BY TELEPHONE OR INTERNET AS PROMPTLY AS POSSIBLE. ALTERNATIVELY, IF YOU RECEIVED A PAPER PROXY CARD BY MAIL, YOU MAY COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD BY MAIL. 1-800-FLOWERS.COM, INC. PROXY STATEMENT October 23, 2025 This Proxy Statement is furnished to stockholders of record of 1-800-FLOWERS.COM, Inc. (the "Company") as of October 13, 2025 (the "Record Date") in connection with the solicitation of proxies by the Board of Directors of the Company (the "Board of Directors" or the "Board") for use at the Annual Meeting of Stockholders (the "Annual Meeting"), which will be held online via live webcast, on Wednesday, December 10, 2025 at 9:00 a.m. eastern standard time or any adjournment thereof. In accordance with rules and regulations adopted by the Securities and Exchange Commission (the "SEC"), instead of mailing a printed copy of our proxy materials to every stockholder, we are furnishing proxy materials to our stockholders primarily via the Internet. If you received a Notice of Internet Availability of Proxy Materials (the "Notice") by mail, you may not receive a printed copy of the proxy materials other than as described below. Instead, the Notice will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notic

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