FLWS.NASDAQ1 800 Flowers Com INC
DEF 14A: 1-800-FLOWERS.COM, Inc. Announces Notice of Annual Meeting and Proxy Statement
Sentiment:
Definitive Proxy Statement
1-800-FLOWERS.COM, Inc. has released its definitive proxy statement regarding the upcoming Annual Meeting of Stockholders to be held on December 11, 2024, covering director elections, auditor ratification, and other business.
Worse than expectedThe Company-wide actual EBITDA and actual Revenue award multiples were each 0% of the target award for Fiscal 2024.
Summary
- 1-800-FLOWERS.COM, Inc. will hold its Annual Meeting of Stockholders online via live webcast on Wednesday, December 11, 2024, at 9:00 a.m. eastern standard time.
- Stockholders of record as of October 18, 2024, are entitled to vote at the Annual Meeting.
- The meeting's agenda includes the election of 11 directors, ratification of BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending June 29, 2025, and other business matters.
- The Board of Directors recommends voting for the election of all 11 director nominees and for the ratification of BDO USA, P.C.
- The proxy statement provides information on director nominees, executive compensation, corporate governance, and other relevant details for stockholders.
- Stockholders can vote online, by telephone, or by mail, with telephone and internet voting closing at 11:59 p.m. eastern standard time on December 10, 2024.
- The company has two classes of voting stock: Class A Common Stock (one vote per share) and Class B Common Stock (ten votes per share).
- As of October 18, 2024, there were 36,842,727 shares of Class A Common Stock and 27,068,221 shares of Class B Common Stock outstanding.
Sentiment
Score: 6
Explanation: The document is primarily informational, outlining the details of the upcoming annual meeting and related governance matters. While there are some negative points regarding financial performance, the overall tone is neutral and focused on compliance and shareholder engagement.
Positives
- The company is engaged in a broad range of initiatives to help support a sustainable environment and has committed to promoting community, diversity, and inclusion.
- The company supports a culture of diversity, equity, and inclusion where team members, customers, and partners feel respected, valued, and empowered.
- The company continues to direct monetary funds and in-kind donations to support various nonprofit organizations.
Negatives
- The Company-wide actual EBITDA and actual Revenue award multiples were each 0% of the target award for Fiscal 2024.
- Based on Fiscal 2022, 2023 and 2024 performance, the threshold performance required to earn the minimum number of shares under the supplemental long-term incentive program was not achieved.
Risks
- The Board of Directors, as a whole and through its committees, oversees the Company's risk management process, including operational, financial, legal, strategic, marketing and brand reputation risks.
- The company faces risks related to environmental and social matters such as climate change, human capital management, diversity, equity and inclusion, and community relations.
- The Technology and Cybersecurity Committee is responsible for the oversight of the Company's policies and procedures intended to provide security, confidentiality, availability, and integrity of the Company's information, including with respect to data privacy and the Company's compliance with applicable data privacy and cybersecurity laws and regulations.
Future Outlook
The company is committed to building ESG considerations into its overall business strategy and will continue to focus on these initiatives and work to make a positive impact on its communities, environment, and the world.
Management Comments
- The Compensation Committee believes that the compensation programs for the Company's NEOs, as well as all of its Executive Officers, should reflect the Company's performance and the value created for the Company's stockholders.
- The fundamental policy of the Compensation Committee is to provide the Company's NEOs, as well as all of its Executive Officers, with competitive compensation opportunities based upon their contribution to the development and financial success of the Company.
Industry Context
The company competes for senior executive talent with many leading companies and periodically reviews the market competitiveness of its Executive Officer compensation programs.
Comparison to Industry Standards
- The Compensation Committee considers an analysis of competitive compensation practices and the Company's revenue projections when determining executive compensation.
- The company benchmarks executive compensation against similar roles in leading companies to attract and retain qualified talent.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer | Christopher G. McCann | James F. McCann | July 3, 2023 | Christopher G. McCann stepped down from the role. |
| Senior Vice President, Treasurer and Chief Financial Officer | William E. Shea | TBD | December 29, 2024 | William E. Shea will retire from his position. |
| President, BloomNet | TBD | Jonathan Feldman | June 2024 | New Hire |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Increase in Stock Grant Value | The Board approved an increase to the value of annual stock grants to non-employee Directors, from $75,000 to $100,000. | 2024 Annual Meeting of Stockholders | Increased compensation for non-employee directors. |
Related Party Transactions
- James F. McCann III, the son of Executive Chairman and current CEO James F. McCann and nephew of Director and former CEO Christopher G. McCann, is employed as a Director, Enterprise Strategy and Business Development.
- Jenna Messer, the daughter of Director and former CEO Christopher G. McCann and niece of Executive Chairman and current CEO James F. McCann, is employed as Vice President, Performance Marketing.
- The Company subleases a property located at 10 Grand Central, 155 East 44th Street, New York, New York 10017 to Clarim Holdings, LLC (Clarim), in which Executive Chairman and Chief Executive Officer James F. McCann owns a controlling interest and at which he is the sole member and manager.
Stakeholder Impact
- Stockholders are encouraged to participate in the Annual Meeting and vote on the proposals.
- The company is committed to building ESG considerations into its overall business strategy and will continue to focus on these initiatives and work to make a positive impact on its communities, environment, and the world.
- The company supports a culture of diversity, equity, and inclusion where team members, customers, and partners feel respected, valued, and empowered.
Next Steps
- Stockholders are urged to cast their vote by telephone or internet as promptly as possible.
- The Board of Directors will act on the Nominating and Corporate Governance Committee's recommendation regarding any Director's offer of resignation within 90 days following the certification of the stockholder vote.
Key Dates
| Date | Description |
|---|---|
| 1976 | James F. McCann began a retail chain of flower shops in the New York metropolitan area. |
| October 4, 2016 | The Company entered into an employment agreement with Mr. J. McCann. |
| October 15, 2020 | The 2003 Long Term Incentive and Share Award Plan was amended and restated. |
| November 2, 2021 | Grant date of one-time awards under the supplemental long-term incentive program for NEOs other than Mr. J. McCann and Mr. Rowland. |
| April 2022 | The Company subleases a property located at 10 Grand Central, 155 East 44th Street, New York, New York 10017 to Clarim Holdings, LLC. |
| April 2022 | Thomas Hartnett has been the Company’s President since April 2022. |
| July 2022 | Joseph Rowland has been the Company’s Group President, Gourmet Foods & Gift Baskets since July 2022. |
| October 3, 2023 | The 2003 Long Term Incentive and Share Award Plan was amended. |
| July 3, 2023 | Mr. C. McCann stepped down from the role of Chief Executive Officer and Mr. J. McCann was again appointed to this role. |
| December 14, 2023 | Annual awards were granted in December, following our annual meeting at which stockholders approved an amendment to the 2003 Plan to increase the authorized shares. |
| June 30, 2024 | End of Fiscal Year 2024. |
| October 10, 2024 | The Board approved an increase to the value of annual stock grants to non-employee Directors, from $75,000 to $100,000, effective as of the 2024 Annual Meeting of Stockholders. |
| October 18, 2024 | Record date for stockholders eligible to vote at the Annual Meeting. |
| October 25, 2024 | Date of the Proxy Statement. |
| December 10, 2024 | Telephone and Internet voting facilities for stockholders of record will close at 11:59 p.m. eastern standard time. |
| December 11, 2024 | Annual Meeting of Stockholders at 9:00 a.m. eastern standard time. |
| December 29, 2024 | William E. Shea will retire from his position as Senior Vice President, Treasurer and Chief Financial Officer. |
| June 27, 2025 | Deadline for stockholders to submit proposals for inclusion in the 2025 Annual Meeting Proxy Statement. |
| August 13, 2025 | Earliest date for stockholders to submit notice of matters to be presented at the 2025 Annual Meeting (outside of Rule 14a-8). |
| September 12, 2025 | Latest date for stockholders to submit notice of matters to be presented at the 2025 Annual Meeting (outside of Rule 14a-8). |
Keywords
Proxy Statement, Annual Meeting, Board of Directors, Executive Compensation, Director Nominees, BDO USA, Stockholders, Corporate Governance, Risk Management, ESG, 1-800-FLOWERS
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.