1-800-FLOWERS.COM, INC. (NASDAQ:FLWS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ITEM 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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 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, to which Mr. Hanft was appointed to the Board. Further, there are no transactions involving Mr. Hanft that requires disclosure to Item 404(a) of Regulation S-K.
About 1-800-FLOWERS.COM, INC. (NASDAQ:FLWS)
1-800-FLOWERS.COM, Inc. is a provider of gourmet food and floral gifts for all occasions. The Company offers gifts for every occasion, including fresh flowers and a selection of plants, gift baskets, gourmet foods, confections, candles, balloons and stuffed animals. The Company operates through three business segments: Consumer Floral, Gourmet Food and Gift Baskets, and BloomNet Wire Service. The Consumer Floral segment includes the operations of the Company’s flagship brand, 1-800-Flowers.com, FruitBouquets.com and Flowerama. The Gourmet Food and Gift Baskets segment includes the operations of Harry & David (which includes Wolferman’s, Moose Munch and Stockyards.com), Fannie May Confections Brands (which includes Harry London), Cheryl’s (which includes Mrs. Beasley’s), The Popcorn Factory, DesignPac and 1-800-Baskets. The BloomNet Wire Service segment includes the operations of BloomNet and Napco.
