Current Report Filing (8-k)
February 11 2019 - 3:31PM
Edgar (US Regulatory)
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)
February
7, 2019
1-800-FLOWERS.COM,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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0-26841
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11-3117311
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|
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(State of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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One Old Country Road, Suite 500
Carle Place, New York 11514
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(Address
of principal executive offices)
(Zip
Code)
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(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))
Indicate by
check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company
⃞
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.
⃞
ITEM 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
(d) Election of a Director
On February 7, 2019, the Board of Directors (the "Board") of
1-800-FLOWERS.COM, INC. (the "Company") resolved to increase the size of
the Board from 10 to 11 directors in accordance with its Amended and
Restated By-Laws (as amended). Also on February 7, 2019, the Board
elected Adam Hanft as a director of the Company, effective immediately.
Mr. Hanft was not appointed to any committee of the Board and his term
will expire at the Company’s 2019 Annual Meeting of Stockholders.
Mr. Hanft, age 68, is the founder and Chief Executive Officer of Hanft
Projects LLC (“Hanft Projects”), a strategic consultancy that provides
marketing and branding services to leading consumer and
business-to-business companies, including many digitally native
brands. In addition, he sits on the Board of The Scotts Miracle-Gro
Company (NYSE:SMG), one of the world’s leading marketers of branded
consumer lawn and garden products. Mr. Hanft also writes broadly about
business and consumer subjects for numerous publications and is the
co-author of “Dictionary of the Future.” He is also a frequent
commentator on marketing and branding issues. Prior to starting Hanft
Projects, Mr. Hanft served as founder and Chief Executive Officer of
Hanft Unlimited, Inc., a marketing organization created in 2004 that
included an advertising agency, strategic consultancy and
custom-publishing operation.
In connection with his appointment, Mr. Hanft was granted the same
compensation as the other non-employee directors. As such, he is
entitled to receive (i) an annual retainer of $30,000 and (ii) an annual
restricted stock award of the Company’s Class A Common Stock equal to
the value of $45,000 pursuant to the Company's 2003 Long Term Incentive
and Share Award Plan, subject to pro-ration as a result of Mr. Hanft
joining the Board following the Annual Meeting of Stockholders in the
current fiscal year.
There are no arrangements or understandings between Mr. Hanft and any
other person, pursuant to which Mr. Hanft was appointed to the Board.
Further, there are no transactions involving Mr. Hanft that requires
disclosure pursuant to Item 404(a) of Regulation S-K.
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: February 11, 2019
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1-800-FLOWERS.COM, Inc.
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By: /s/ William E. Shea
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William E. Shea
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Senior Vice President, Treasurer
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and Chief Financial Officer
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