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): December 9, 2019

1-800-FLOWERS.COM, INC.

(Exact name of registrant as specified in its charter)

Delaware
 0-26841 11-3117311
(State of incorporation)       
(Commission File Number)
 (IRS Employer Identification No.)

One Old Country Road, Suite 500
Carle Place, New York 11514

 (Address of principal executive offices) (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 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)

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 5.07 Submission of Matters to a Vote of Security Holders

1-800-FLOWERS.COM, Inc. (the “Company”) held its Annual Meeting of Stockholders on December 9, 2019.  The stockholders considered two proposals at the meeting, each of which is described in more detail in the Proxy Statement.  The matters voted upon at the meeting and the results of the votes are stated below.
          

1.
The following nominees for directors were elected to serve a one-year term expiring at the 2020 annual meeting of stockholders:


 
Nominee
For
Withhold
Broker Non-Votes
 
Geralyn R. Breig
305,772,975
291,453
3,732,656
 
Celia R. Brown
305,583,657
480,771
3,732,656
 
James A. Cannavino
305,155,717
908,711
3,732,656
 
Eugene F. DeMark
305,771,107
293,321
3,732,656
 
Leonard J. Elmore
305,094,320
970,108
3,732,656
 
Adam Hanft
305,769,510
294,918
3,732,656
 
Sean Hegarty
305,772,282
292,146
3,732,656
 
Christopher G. McCann
305,732,479
331,949
3,732,656
 
James F. McCann
303,421,435
2,642,993
3,732,656
 
Katherine Oliver
305,719,425
345,003
3,732,656
 
Larry Zarin
305,067,171
997,257
3,732,656

2.
The stockholders ratified the appointment of BDO USA, LLP to serve as registered public accountants for the fiscal year ending June 28, 2020.

 
For   
Against
Abstain
Broker Non-Votes
  
  309,503,662 69,834
223,588   
-  
                    

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:  December 12, 2019


  1-800-FLOWERS.COM, Inc.  
       
       

By:
/s/ William E. Shea  
    William E. Shea  
    Senior Vice President, Treasurer and Chief Financial Officer