form8k_121516.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
Date of Report (Date of earliest event reported): December 13, 2016
1-800-FLOWERS.COM, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State of incorporation)
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0-26841
(Commission File Number)
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11-3117311
(IRS Employer Identification No.)
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One Old Country Road, Suite 500
Carle Place, New York 11514
(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)
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
At the 2016 Annual Meeting of Stockholders of 1-800-Flowers.com, Inc. (the “Company”) held on December 13, 2016, stockholders approved an amendment to Sections 2 and 3 of Article V of the Company’s Third Amended and Restated Certificate of Incorporation, as amended (the “Charter Amendment”) declassifying the Board of Directors of the Company (the “Board”), instituting annual voting for each director beginning with the 2016 Annual Meeting of Stockholders, and, consistent with Delaware law for unclassified boards, permitting stockholders holding a majority of the total voting power of the Company’s outstanding common stock to remove directors either with or without cause. Previously, the Third Amended and Restated Certificate of Incorporation permitted the removal of directors only for cause and only by the affirmative vote of not less than 66.67% of the total voting power of the Company’s outstanding common stock.
On September 14, 2016, the Board approved an amendment (the “By-Laws Amendment”) to Sections 1, 2 and 12 of Article IV of the Amended and Restated By-Laws of the Company, which was contingent upon the approval of the Charter Amendment by the Company’s stockholders. The By-Laws Amendment became effective upon the effectiveness of the Charter Amendment on December 13, 2016. Similar to the Charter Amendment, the By-Laws Amendment removes references to a classified Board and reflects stockholders’ ability to remove directors on an unclassified Board with or without cause.
The foregoing description is qualified in its entirety by reference to the copy of the Charter Amendment and the By-Laws Amendment, which are filed as Exhibit 3.1 and 3.2, respectively, to this Current Report on Form 8-K.
ITEM 5.07 Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Stockholders on December 13, 2016. The stockholders considered five proposals, 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 stockholders approved the amendment to the Articles of Incorporation to declassify the Board.
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For
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Against
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Abstain
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Broker Non-Votes
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319,060,211
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10,301
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8,173
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5,184,150
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2. The following nominees for directors were elected to serve a one year term expiring at the 2017 annual meeting of the stockholders:
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Nominee
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For
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Withheld
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Broker Non-Votes
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Geralyn Breig
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318,313,192
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765,493
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5,184,150
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Celia Brown
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318,575,743
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502,942
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5,184,150
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James Cannavino
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312,639,072
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6,439,613
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5,184,150
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Eugene DeMark
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318,741,871
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336,814
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5,184,150
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Leonard Elmore
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315,893,912
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3,184,773
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5,184,150
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Sean Hegarty
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318,744,380
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334,305
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5,184,150
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Christopher G. McCann
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318,744,905
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333,780
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5,184,150
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James F. McCann
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317,276,745
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1,801,940
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5,184,150
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Larry Zarin
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312,972,944
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6,105,741
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5,184,150
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3. The stockholders ratified the appointment of BDO USA, LLP to serve as register public accountants for the fiscal year ending July 2, 2017.
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For
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Against
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Abstain
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Broker Non-Votes
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324,002,627
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53,709
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206,499
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-
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4. The stockholders re-approved the 2003 Long Term Incentive and Share Award Plan, as amended and restated on October 22, 2009, as amended as of October 28, 2011 and September 14, 2016.
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For
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Against
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Abstain
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Broker Non-Votes
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312,140,177
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6,745,579
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192,929
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5,184,150
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5. The stockholders approved the Section 16 Executive Officers Bonus Plan, as amended and restated as of September 14, 2016.
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For
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Against
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Abstain
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Broker Non-Votes
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318,618,861
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263,573
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196,251
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5,184,150
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ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No.
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Description
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3.1
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Amendment No. 2 to Amended and Restated Certificate of Incorporation of 1-800-Flowers.com, Inc., dated December 13, 2016
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3.2
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Amendment to Amended and Restated By-Laws of 1-800-Flowers.com, Inc., effective December 13, 2016
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SIGNATURES
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.
Date: December 15, 2016
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1-800-FLOWERS.COM, Inc.
By: /s/ William E. Shea
William E. Shea
Chief Financial Officer & Senior Vice-President
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