1-800-FLOWERS.COM (FLWS) Proxy filing summary

Executive summary

• Annual meeting scheduled for Dec. 10, 2026; agenda covers eight director elections, BDO ratification, advisory say-on-pay, and a 7.5M-share increase to the 2003 Plan reserve.

• Board adopted a $10M capital-raise incentive program effective at the 2026 annual meeting, contingent on a qualifying financing letter of intent on or about Feb. 28, 2027.

Voting matters and shareholder proposals

• Board recommends FOR all four proposals; director nominees require a plurality, while auditor ratification and the plan amendment require a majority of votes present and entitled to vote.

• Say-on-pay is advisory and held every three years; the Board says it will consider stockholder concerns after any significant vote against executive compensation.

• Rule 14a-8 proposals for the 2027 meeting are due by June 25, 2027; other nominations and business notices are due Aug. 12–Sept. 11, 2027, subject to meeting-date changes.

Board of directors and corporate governance

• Eight nominees would serve until the 2027 annual meeting; Dina Colombo, Shelton Palmer, and Christina Shim will not stand for reelection, while Roberto Candelino and Tony Sarsam are new nominees.

• Seven of nine current directors qualify as independent; James and Christopher McCann are not independent. The Board has no lead independent director and no formal director-diversity policy.

• Board membership fell from 12 to nine during FY2026; committee assignments changed, and Candelino and Sarsam are expected to join the Audit Committee upon election.

• Under the resignation policy, an incumbent receiving more withhold than for votes must offer to resign within five business days; the Board acts on the committee recommendation within 90 days.