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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549 
 

 
FORM 8-K
 
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
June 29, 2023 


1-800-FLOWERS.COM, INC.
(Exact Name of Registrant as Specified in Charter)


Delaware
 
0-26841
 
11-3117311
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 

Two Jericho Plaza, Suite 200,
Jericho, New York 11753
(Address of Principal Executive Offices, and 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:
 
☐
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))

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 ☐
 
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.

(b) On June 29, 2023, Mr. Christopher McCann resigned from his position as Chief Executive Officer of the Company, effective July 3, 2023, and will take a leave of absence for personal health reasons that will end no later than December 31, 2023. During his leave of absence, Mr. Christopher McCann will continue to serve as a Board member of the Company, and to serve on the board and as an officer of various subsidiaries of the Company as he now serves and will continue to be an employee of the Company with the base salary, compensation and benefits specified in his employment agreement, dated as of July 4, 2016. Other than with respect to the applicable provisions of section 3 of Mr. Christopher McCann’s employment agreement regarding his position, all other terms and conditions of the agreement will continue in effect during his leave.

(c) Effective July 3, 2023, the board of directors (the “Board”) appointed Mr. Jim McCann, who has been Chairman since July 2016, to also hold the position of Chief Executive Officer of the Company. Effective with his appointment as Chief Executive Officer, Mr. Jim McCann will receive additional cash compensation equal to $1,000,000 per annum. In addition, in lieu of the annual contribution under the Company’s Nonqualified Supplemental Deferred Compensation Plan as provided in his employment agreement, dated as of July 4, 2016, Mr. Jim McCann will become a participant in the Company’s Sharing Success Plan with his annual bonus target equal to 100% of his base salary, in each case commencing with the 2024 fiscal year.  Other than with respect to the applicable provisions of Mr. Jim McCann’s employment agreement regarding his additional position as Chief Executive Officer and compensation, all other terms and conditions of the agreement will continue in effect.

 Item 8.01.         Other Events.

On June 29, 2023, 1-800-Flowers.com, Inc. (the “Company”) issued a press release announcing the resignation and leave of absence for personal health reasons of Mr. Christopher McCann, Chief Executive Officer of the Company, and the appointment of Mr. Jim McCann as Chief Executive Officer of the Company. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated by reference.

Item 9.01.         Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished with this Form 8-K:

99.1 Press Release dated June 29, 2023.

 
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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/  William E. Shea
 
 
      William E. Shea
 
 
       Senior Vice President, Treasurer and Chief Financial Officer
     
     
     
     
     
  Date: June 29, 2023



EX-99.1 2 a53437622ex99_1.htm EXHIBIT 99.1
Exhibit 99.1

1-800-FLOWERS.COM, Inc. Announces Leadership Change

JERICHO, N.Y.--(BUSINESS WIRE)--June 29, 2023--1-800-FLOWERS.COM, Inc. (NASDAQ: FLWS), a leading provider of gifts designed to help inspire customers to give more, connect more, and build more and better relationships, today announced CEO Christopher McCann will be stepping down for personal health reasons, effective July 3, 2023. To ensure continuity going forward, Jim McCann will resume his role as CEO and remain Chairman. Jim McCann served as CEO for the organization from inception through 2016. Christopher McCann will remain on the Company’s Board of Directors and continue to serve on the board and as an officer of various subsidiaries of the Company as he now serves.

“I want to thank Chris for all of his contributions to the company over the many years, as he played an integral role in overseeing our rapid growth and enhancing our market-leading position in the industry,” said Jim McCann, Chairman and Chief Executive Officer of 1-800-FLOWERS.COM, Inc.

Jim McCann continued, “Our rich history of innovation and embracing new technology will continue to play a vital role in solving the gifting needs of our millions of customers. As we look ahead, we have a talented management team and I look forward to working with them as we continue to execute our strategy to be a top destination for our customers’ celebratory and gifting occasions.”

Since its founding, 1-800-FLOWERS.COM, Inc. has continuously evolved its business. More recently it has transformed from a floral-based specialty retailer with multiple-brand add-ons into an Ecommerce gifting platform built for growth. From Fiscal 2019 through Fiscal 2022, the Company grew revenue by more than 75%, and it has a demonstrated ability to grow the company both organically and through acquisitions. 1-800-FLOWERS.COM, Inc. will continue to execute on its strategic plan that is centered on helping its customers build more and better relationships with all the important people in their lives.

About 1-800-FLOWERS.COM, Inc.

1-800-FLOWERS.COM, Inc. is a leading provider of gifts designed to help inspire customers to give more, connect more, and build more and better relationships. The Company’s e-commerce business platform features an all-star family of brands, including: 1-800-Flowers.com®, 1-800-Baskets.com®, Cheryl’s Cookies®, Harry & David®, PersonalizationMall.com®, Shari’s Berries®, FruitBouquets.com®, Things Remembered®, Moose Munch®, The Popcorn Factory®, Wolferman’s Bakery®, Vital Choice®, Stock Yards® and Simply Chocolate®. Through the Celebrations Passport® loyalty program, which provides members with free standard shipping and no service charge across our portfolio of brands, 1-800-FLOWERS.COM, Inc. strives to deepen relationships with customers. The Company also operates BloomNet®, an international floral and gift industry service provider offering a broad-range of products and services designed to help members grow their businesses profitably; Napco℠, a resource for floral gifts and seasonal décor; DesignPac Gifts, LLC, a manufacturer of gift baskets and towers; and Alice’s Table®, a lifestyle business offering fully digital livestreaming and on demand floral, culinary and other experiences to guests across the country. 1-800-FLOWERS.COM, Inc. was recognized among the top 5 on the National Retail Federation’s 2021 Hot 25 Retailers list, which ranks the nation’s fastest-growing retail companies, and was named to the Fortune 1000 list in 2022. Shares in 1-800-FLOWERS.COM, Inc. are traded on the NASDAQ Global Select Market, ticker symbol: FLWS. For more information, visit 1800flowersinc.com or follow @1800FLOWERSInc on Twitter.

Contacts

Investor Contact:
Andy Milevoj
(516) 237-4617
amilevoj@1800flowers.com

Media Contact:
Cherie Gallarello
cgallarello@1800flowers.com