1-800-FLOWERS.COM (NASDAQ: FLWS) backs board, auditor and share plan

Rhea-AI Filing Summary

1-800-FLOWERS.COM, Inc. reported the results of its December 10, 2025 annual meeting of stockholders. All director nominees listed in the proxy materials were elected to serve one-year terms ending at the 2026 annual meeting, each receiving a strong majority of votes cast, with additional broker non-votes reported. Stockholders also ratified the appointment of BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending June 28, 2026, with 281,589,254 votes in favor. In addition, investors approved an amendment to the 2003 Long Term Incentive and Share Award Plan to increase the authorized shares for equity awards, with 276,480,278 votes for and 2,351,827 against.

1 800 FLOWERS COM INC0001084869False00010848692025-12-102025-12-10

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 10, 2025

(Date of earliest event reported)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 o

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. o

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 10, 2025. The stockholders considered three 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 2026 annual meeting of stockholders:

Nominee			For			Withheld			Broker Non-Votes
Celia R. Brown			277,150,855			1,732,938			3,127,347
Dina Colombo			278,731,266			152,527			3,127,347
Eugene F. DeMark			278,654,292			229,501			3,127,347
Adam Hanft			278,144,486			739,307			3,127,347
Christopher G. McCann			277,268,066			1,615,727			3,127,347
James F. McCann			277,251,548			1,632,245			3,127,347
Shelton Palmer			278,810,573			73,220			3,127,347
Christina Shim			277,443,216			1,440,577			3,127,347
Larry Zarin			277,593,218			1,290,575			3,127,347

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 28, 2026.

For			Against			Abstain			Broker Non-Votes
281,589,254			409,826			12,060			-

3.     The stockholders approved an amendment to the 2003 Long Term Incentive and Share Award Plan, as amended and restated as of October 15, 2020 and amended as of October 3, 2023, to increase the authorized shares.

For			Against			Abstain			Broker Non-Votes
276,480,278			2,351,827			51,688			3,127,347

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/ James Langrock
						James Langrock
						Senior Vice President, Treasurer and Chief Financial Officer

Date: December 12, 2025

FAQ

What did 1-800-FLOWERS.COM, Inc. (FLWS) report from its December 10, 2025 annual meeting?

The company reported that at its December 10, 2025 annual meeting, all director nominees were elected, stockholders ratified BDO USA, P.C. as independent registered public accounting firm for the fiscal year ending June 28, 2026, and approved an amendment to the 2003 Long Term Incentive and Share Award Plan to increase authorized shares.

Were all director nominees elected at the 1-800-FLOWERS.COM (FLWS) 2025 annual meeting?

Yes. All nominated directors, including Celia R. Brown, Dina Colombo, Eugene F. DeMark, Adam Hanft, Christopher G. McCann, James F. McCann, Shelton Palmer, Christina Shim, and Larry Zarin, were elected to one-year terms expiring at the 2026 annual meeting, each receiving substantially more votes "For" than "Withheld," along with 3,127,347 broker non-votes reported for each nominee.

Which auditor did FLWS shareholders ratify and what were the vote results?

Stockholders ratified BDO USA, P.C. as 1-800-FLOWERS.COM, Inc.’s independent registered public accounting firm for the fiscal year ending June 28, 2026. The vote totals were 281,589,254 For, 409,826 Against, and 12,060 Abstain, with no broker non-votes on this proposal.

What change to the 2003 Long Term Incentive and Share Award Plan did FLWS approve?

Stockholders approved an amendment to the 2003 Long Term Incentive and Share Award Plan, as previously amended and restated, to increase the authorized shares available under the plan. The proposal received 276,480,278 votes For, 2,351,827 Against, and 51,688 Abstain, with 3,127,347 broker non-votes.

When was the 1-800-FLOWERS.COM, Inc. (FLWS) 2025 annual meeting of stockholders held?

The annual meeting of stockholders of 1-800-FLOWERS.COM, Inc. was held on December 10, 2025.

How strong was shareholder support for the FLWS director slate and equity plan amendment?

Each director nominee received a large majority of votes cast "For," such as 277,150,855 For votes for Celia R. Brown and 278,810,573 For votes for Shelton Palmer, with 3,127,347 broker non-votes. The amendment to increase shares under the 2003 Long Term Incentive and Share Award Plan was also strongly supported, receiving 276,480,278 For votes versus 2,351,827 Against.