FTD Companies,Inc. (NASDAQ:FTD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

FTD Companies,Inc. (NASDAQ:FTD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 5, 2018, FTD Companies, Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”). At the 2018 Annual Meeting, the Company’s stockholders approved an amendment (the “Amendment”) to the FTD Companies, Inc. Third Amended and Restated 2013 Incentive Compensation Plan (as so amended, the “Amended Plan”). Among other things, the Amendment provides for an additional 3,600,000 shares of the Company’s common stock for use under the Amended Plan (such additional shares also subject to the share counting rules and adjustment provisions of the Amended Plan), revises certain share counting provisions, and makes certain other changes, including clarifying and conforming changes.

The Amendment and a summary of material changes are described in Proposal Three of the Company’s definitive proxy statement (the “2018 Proxy Statement”) for the 2018 Annual Meeting, which was filed with the Securities and Exchange Commission (the “Commission”) on April 26, 2018. The descriptions of the Amendment contained herein and in the 2018 Proxy Statement are qualified in their entirety by reference to the full text of the Amendment, which is attached as Exhibit99.2 to the Company’s Registration Statement on Form S-8 (File No. 333-225446) filed with the Commission on June 5, 2018, and incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the 2018 Annual Meeting, the Company’s stockholders (i)elected three directors as Class II directors, each to hold office for a term to expire at the third annual meeting of stockholders following his or her election until his or her successor is duly elected and qualified or until his or her earlier resignation or removal, (ii)ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018, and (iii)approved the Amendment. Each of these proposals is described in more detail in the 2018 Proxy Statement.

The matters voted upon at the 2018 Annual Meeting and the results of the votes are as follows:

Proposal One: Election of Directors.

Votes For

Votes Withheld

Broker Non-Votes

Mir Aamir

24,277,848

65,411

2,365,431

James T. Armstrong

20,754,796

3,588,463

2,365,431

Candace H. Duncan

20,772,913

3,570,346

2,365,431

Proposal Two: Ratification of Independent Registered Public Accounting Firm.

Votes For

Votes Against

Abstentions

26,546,367

113,927

48,396

Proposal Three: Approval of the Amendment.

Votes For

Votes Against

Abstentions

Broker Non-Votes

15,364,800

8,475,592

502,867

2,365,431


About FTD Companies,Inc. (NASDAQ:FTD)

FTD Companies, Inc. (FTD) is a floral and gifting company. The Company operates through four segments: Consumer, Florist, International and Provide Commerce. Through its Consumer segment, FTD is a direct marketer of floral and gift products for consumers, primarily in the United States and Canada. Through its Florist segment, it is a provider of products and services to its floral network members, which include traditional retail florists and other non-florist retail locations. Its International segment consists of Interflora, which operates primarily in the United Kingdom and the Republic of Ireland. Through its Provide Commerce segment, FTD is a direct marketer of floral and gift products, including specialty foods, personalized gifts and other gifting products for consumers. Its portfolio of brands includes ProFlowers, ProPlants, Shari’s Berries, Personal Creations, RedEnvelope, Cherry Moon Farms, Flying Flowers, Flowers Direct, Sesame, Ink Cards, Postagram, and Gifts.com.

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