Additional Proxy Soliciting Materials (definitive) (defa14a)
December 08 2017 - 10:47AM
Edgar (US Regulatory)
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934, as amended.
Filed by the registrant
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Filed by a party other than the regi
strant
Check the appropriate box:
Preliminary Proxy Stat
ement ☐
Confidential for Use of the Commission only
(as permitted by Rule 14a-6(e)(2) ☐
Definitive Proxy Stat
ement ☐
Definitive Additional M
aterials ☒
Soliciting Material Pu
rsuant to §§ 240.14a-12 ☐
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 a
ppropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transactions applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 240.0-11and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(4)
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Date Filed:
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In connection with the
annual meeting to be held on December 11, 2017, 1-800-FLOWERS.COM, Inc. (the “Company”) filed a definitive proxy statement and related proxy card with the Securities and Exchange Commission on October 30, 2017. The Company hereby files a revised proxy card.
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VOTE BY INTERNET
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www.proxyvote.com
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Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form
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1-800-FLOWERS.COM, INC.
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ONE OLD COUNTRY ROAD
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CARLE PLACE, NY 11514
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Electronic
Delivery of Future PROXY
MATERIALS
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If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements,
proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
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VOTE BY PHONE - 1-800-690-6903
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Use any touch-
hand when you call and then follow the instructions.
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VOTE BY MAIL
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Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return tone telephone transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in it and mail to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS
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KEEP THIS PORTION FOR YOUR RECORDS
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
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DETACH AND RETURN THIS PORTION ONLY
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The Boa
rd of Directors recommends a vote
FOR
all the nominees for Directors listed
in proposal
1
,
and
FOR
proposals 2 and 3
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1.
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To elect ten
Directors:
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For
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Withhold
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For
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Withhold
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For
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Withhold
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01
–Geralyn R. Breig
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02
–Celia Brown
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03
–James Cannavino
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04
–Eugene DeMark
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05
– Leonard J. Elmore
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06
– Sean Hegarty
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07
– Christopher G. McCann
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08
– James F. McCann
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09
– Katherine
Oliver
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10
– Larry Zarin
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For
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Against
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Abstain
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2
. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTING FIRM. Proposal to ratify the appointment of BDO USA, LLP as the Company’s independent registered accounting firm for the fiscal year ending July 1, 2018 as described in the Proxy Statement
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3. Advisory vote on executive compensation.
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The Board of Directors recommends you vote 3 YEARS on the following proposal
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1 year
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2 years
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3 years
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Abstain
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4
. Advisory vote on the frequency of holding future advisory votes on executive compensation.
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The Board of Directors recommends you vote AGAINST the following proposal
5. To vote on one shareholder proposal regarding a change to provide that all of the Company's outstanding stock have one vote per share.
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For
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Against
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Abstain
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, admi
nistrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.
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Signature [Please sign within box]
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Date
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Signature (Joint Owner)
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Date
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Important
Notice Regarding
the Availability
of Proxy Materials for the Annual
Meeting:
The Notice & Proxy Statement and Form 10-K are
available at
www.proxyvote.com
.
1-800-FLOWERS.COM,
INC.
Annual
Meeting of Stockholders
December
11
, 201
7
9:00 AM
This proxy is solicited
by the Board of Directors
The undersigned stockholder of 1-800-FLOWERS.COM, INC. hereby appoints Gerard M. Gallagher, Corporate Secretary, with full power of substitution, as proxy to vote the shares of stock, in accordance with the undersigned's specifications, which the undersigned could vote if personally present at the Annual Meeting of Stockholders of 1-800-FLOWERS.COM, INC. to be held at One Old Country Road, Carle Place, New York 11514, Fourth Floor Conference Room (the "Meeting Place"), on Monday, December 11, 2017 at 9:00 a.m. eastern standard time or any adjournment thereof.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE PERSONS NOMINATED BY THE BOARD OF DIRECTORS AS DIRECTORS, “FOR” THE RATIFICATION OF BDO USA, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUCTING FIRM FOR THE FISCAL YEAR ENDING JULY 1, 2018, “FOR" THE ADVISORY VOTE ON EXECUTIVE COMPENSATION, “THREE YEARS” FOR FREQUENCY OF EXECUTIVE COMPENSATION VOTES, “AGAINST” THE SHAREHOLDER PROPOSAL REGARDING A CHANGE TO PROVIDE THAT ALL OF THE COMPANY'S OUTSTANDING STOCK HAVE ONE VOTE PER SHARE, AND IN ACCORDANCE WITH THE DISCRETION OF THE PROXY AS TO OTHER MATTERS WHICH PROPERLY COME BEFORE THE ANNUAL MEETING.
All of the proposals set forth are proposals of the Company, other than Proposal 5. None of the proposals is related to or conditioned upon approval of any other proposal.
Continued
and to be signed
on reverse side
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