DEF 14A of 1 800 Flowers Com Inc, Oct 23, 2025

DEF 14A of 1 800 Flowers Com Inc

Filed Oct 23, 2025 · FY20250001084869-25-000025

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board of Directors has recommended each of Mses. Celia R. Brown, Dina Colombo, and Christina Shim and Messrs. Eugene F. DeMark, Adam Hanft, Christopher G. McCann, James F. McCann, Shelton Palmer and Larry Zarin for election as Directors, to serve until the 2026 Annual Meeting or until their successors are duly elected and qualified. If a nominee is unable to be a candidate when the election takes place, the shares of stock represented by valid proxies will be voted in favor of the remaining nominees. The Board of Directors does not currently anticipate that any of the nominees will be unable to be a candidate for election. Information regarding the Director nominees is set forth below under the heading “—Information Regarding Director Nominees”. The affirmative vote of a plurality of the Company’s outstanding Common Stock present in person or by proxy at the Annual Meeting is required to elect the nominees for Directors. Abstentions will be counted in tabulations of the votes cast on this proposal, whereas broker non-votes will not be counted for purposes of determining whether this proposal has been approved. Unless otherwise instructed, the proxy holder will vote the proxies received by him “FOR” the election of the Directors.

  2. THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF

    THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF

  3. ITS NINE DIRECTOR NOMINEES

    ITS NINE DIRECTOR NOMINEES

  4. Information Regarding Director Nominees

    Information Regarding Director Nominees Our Board of Directors currently consists of 12 Directors with each Director serving a one-year term. All nominees, except Shelton Palmer, were most recently elected at the 2024 Annual Meeting. Mr. Palmer was appointed by the Board on April 24, 2025. The following information with respect to the principal occupation or employment, other affiliations and business experience of each of the nominees to be elected at the meeting and during the last five years has been furnished to the Company by the nominee. Celia R. Brown, age 71, has been a Director of the Company since June 2016. Since 2017, Ms. Brown has served as an Independent Management Consultant. From 2010 until June 2016, she served as EVP, Group HR Director of Willis Group, a multi-billion dollar global, risk management and insurance brokerage company with operations in more than 120 countries. At Willis, Ms. Brown was an advisor to the CEO, compensation committee and board of directors on talent strategy, succession planning, reward strategy (including executive compensation), culture and diversity. Upon the 2016 merger of Willis and Towers Watson, Ms. Brown served as an integration advisor to the combined company. Prior to joining Willis, Ms. Brown was with XL Capital Ltd. and its predecessor company from 1988 through 2009 where she held numerous positions culminating in EVP, Head of Global HR and Corporate Relations. From 2019 until 2022, Ms. Brown served as a member of the board of directors and Chair of the HR and Compensation Committee of Volt Information Sciences, Inc., and from 2010 until 2020, as a board member for the nonprofit organization Volunteer New York. As a result of Ms. Brown’s career, she provides the Board with compensation and human resource experience and expertise. She also has experience integrating merger and acquisition transactions at the executive level. We believe these experiences, qualifications, attributes and skills qualify her to serve as a member of our Board of Directors. Dina Colombo, age 56, has been a Director of the Company since April 2021. Ms. Colombo is the Chief Operating Officer and Chief Financial Officer of GreyLion Partners, a private equity firm that focuses on investing in high-growth businesses in the lower middle market. Prior to joining GreyLion Partners, she was the Chief Financial Officer and Managing Director of CCMP Capital Advisors. Previously, she held a variety of responsibilities at JPMorgan Partners, including investor reporting, investment structuring, portfolio management, financial control, and valuation. Ms. Colombo began her career with PricewaterhouseCoopers LLP where she worked in Consumer Markets & Real Estate Business Assurance practices. Ms. Colombo received a B.B.A. from Hofstra University in Accounting. Ms. Colombo is a co-founder and board member of Parents Against Vaping E-cigarettes, a not-for-profit advocacy and education organization powered by parent volunteers to fight the youth vaping epidemic. As a result of Ms. Colombo’s education, professional experience and more than 30-year career in the finance sector, she provides the Board with financial expertise. We believe these experiences, qualifications, attributes and skills qualify her to serve as a member of our Board of Directors. Eugene F. DeMark, age 78, has been a Director of the Company since January 2012. Mr. DeMark worked for KPMG LLP (“KPMG”), a global professional services firm, from June 1969 until his retirement in October 2009. He served as the Advisory Northeast Area Managing Partner at KPMG from October 2005 until his retirement. During his career with KPMG, he served in various leadership positions including Area Managing Partner of the Information, Communications and Electronics Practice as well as Managing Partner and Partner in charge of Audit of the firm’s Long Island office. While on special assignment at KPMG, he worked on the research staff of the Commission on Auditors Responsibilities (the predecessor of the Treadway Commission) that was formed to assess increases in fraudulent financial reporting. Since his retirement, Mr. DeMark has been an independent consultant. Mr. DeMark served on the board of directors of BankUnited, Florida’s largest independent bank, from 2010 to 2019, most recently as the Lead Director and Chair of the Audit Committee. He previously served as Chair of the Audit and Risk Committee and on the Governance and Compensation Committees of the bank’s board. Mr. DeMark was on the board of directors of MSG Networks from October 2015 to December 2016 and was the Chair of their Audit Committee and served on the Compensation Committee. He is a Certified Public Accountant in the State of New York. As a result of Mr. DeMark’s professional experience and 40-year career with one of the leading professional services firms, he provides the Board with financial expertise, experience in risk management and executive managerial experience. Mr. DeMark qualifies as an audit committee financial expert and is financially sophisticated within the meaning of the NASDAQ Stock Market Rules. We believe these experiences, qualifications, attributes and skills qualify him to serve as a member of our Board of Directors. Adam Hanft, age 75, has been a Director of the Company since February 2019. Mr. Hanft is the founder and Chief Executive Officer of Hanft Ideas LLC (“Hanft Ideas”), 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 serves as a director on the board of The Scotts Miracle-Gro Company, one of the world’s leading marketers of branded consumer lawn and garden products, where he also serves on the Finance and Innovation Committees. Mr. Hanft is an operating partner at Shine Capital, an early-stage venture capital fund that invests widely across industries, and an advisor to The March Group, a venture fund that focuses on exponential technology for new food and health paradigms. He also writes a column for Inc. magazine on the intersection of branding, economics and culture, hosts a podcast, writes broadly about business and consumer subjects for numerous publications, and is the co-author of “Dictionary of the Future”. He is a frequent commentator on marketing and branding issues. Prior to starting Hanft Ideas, 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. Mr. Hanft was also a marketing and technology advisor for President Obama’s 2008 campaign. Mr. Hanft’s individual qualifications and skills as a Director include marketing strategy, branding and messaging, and digital strategy. We believe Mr. Hanft’s varied experiences, qualifications, attributes and skills qualify him to serve as a member of our Board of Directors. Christopher G. McCann, age 64, has been a Director of the Company since inception. Mr. C. McCann served as the Company’s Chief Executive Officer from June 2016 until July 2023. In July 2023, Mr. C. McCann stepped down from the role of Chief Executive Officer. Mr. C. McCann continues to be an employee of the Company and to serve on the Board and as an officer of various subsidiaries of the Company. Prior to that, he served as the Company’s President from September 2000 until April 2022, and as the Company’s Senior Vice President and the President of the Consumer Floral Brand from July 2010 until October 2013. Mr. McCann is a member of the Board of Trustees of Marist College. He is the Vice Chairman of the board of directors of Kinexion, the parent organization of IGHL. Mr. C. McCann is the brother of James F. McCann, the Company’s Executive Chairman of the Board.

  5. Information Regarding Director Nominees

    Due to Mr. C. McCann’s various positions within the Company over the course of more than 30 years, he brings to the Board a unique insight into the day-to-day operations of the Company and its subsidiaries as well as its strategic vision. In addition, his prior service on other public company boards of directors provides the Board with valuable board-level experience. We believe these experiences, qualifications, attributes and skills qualify him to serve as a member of our Board of Directors. James F. McCann, age 74, is the founder of the Company and serves as the Executive Chairman of the Board. Mr. J. McCann also served as Chief Executive Officer of the Company from inception until June 2016, and again from July 2023 until May 2025. Mr. McCann has been in the floral industry since 1976 when he began a retail chain of flower shops in the New York metropolitan area. Mr. J. McCann is also vice-chairperson of the board of directors of Brightstar Lottery PLC, and served as a member of the Board of Directors of Amyris, Inc. from May 2019 until May 2024. Mr. J. McCann also served on the board of directors of Willis Towers Watson and its predecessors from 2004 to 2019. In addition, from 2021 to 2022, Mr. J. McCann served as the Chairman and Chief Executive Officer of Clarim Acquisition Corp. Mr. J. McCann is the brother of Christopher G. McCann, who is a Director and employee of the Company. As the Company’s Executive Chairman of the Board and former Chief Executive Officer, Mr. J. McCann brings to the Board his deep understanding of the Company’s strategic business goals and extensive experience with both Company and industry-specific opportunities and challenges. Mr. J. McCann’s current and prior service on other public company boards of directors and their committees provide the Board with valuable board-level experience. We believe these experiences, qualifications, attributes and skills qualify him to serve as a member of our Board of Directors. Shelton (Shelly) Palmer, age 67, has been a Director of the Company since April 2025. Mr. Palmer is the Professor of Advanced Media in residence at Syracuse University’s S.I. Newhouse School of Public Communications, and Chief Executive Officer of The Palmer Group, a consulting practice that advises Fortune 500 companies with respect to technology, media, and marketing. Mr. Palmer also covers technology and business news for Fox 5 New York and is a regular technology commentator for CNN. He is a best-selling author and speaker on technology and media subjects. Additionally, he is a co-founder of the Gun Safety Alliance, an organization working to reduce gun deaths in the United States. Mr. Palmer received a B.F.A. from New York University in Film/Television Production. Mr. Palmer is a seasoned technology strategist and media expert who has visibility into the latest developments in digital transformation, marketing innovation, and consumer engagement. As a patented inventor of interactive television technologies and a recognized thought leader in emerging technology, Mr. Palmer brings deep insight into digital platforms. His extensive experience and strategic advisory roles position him to contribute meaningfully to the Company's continued evolution. We believe Mr. Palmer's varied experiences, qualifications, attributes and skills qualify him to serve as a member of our Board of Directors. Christina Shim, age 42, has been a Director of the Company since December 2023. Ms. Shim is the Chief Sustainability Officer for IBM, where she is responsible for all sustainability-related strategy, partnerships, innovation, and compliance for IBM’s enterprise. She previously served as the Global Head of Product Management and Strategy for IBM Sustainability Software beginning in January 2023, and before that, had served as the Vice President and Head of Strategy and Sustainability of IBM Sustainability Software beginning in November 2021. She also serves on IBM’s Artificial Intelligence Ethics Board and on the Environmental, Social and Governance (“ESG”) Executive Steering Committee. Prior to joining IBM, Ms. Shim was Managing Director and Head of New York for Palladium International, a global impact firm, from November 2017 through October 2021. From November 2012 until October 2017, Ms. Shim served in various leadership positions at Booz Allen Hamilton, including Director of Corporate and Growth Innovation Strategy. Ms. Shim previously was a senior targeting analyst with the Central Intelligence Agency in Washington D.C. from November 2007 through June 2010. Ms. Shim has also served as a board member and advisor to a number of fintech and climate technology startups, accelerators, and not-for-profits, as well as to Princeton University and Columbia University. Ms. Shim has 20 years of experience in business, technology, and impact and therefore brings a unique lens to sustainability, ESG strategy and business growth. As she advises a variety of corporate and not-for-profit organizations about sustainability and responsible investing as it relates to innovation and growth, especially as it relates to operations and strategy, the Company can leverage her expertise and insight. We believe these experiences, qualifications, attributes and skills qualify her to serve as a member of our Board of Directors. Larry Zarin, age 71, has been a Director of the Company since March 2009. Mr. Zarin was Senior Vice President and Chief Marketing Officer for Express Scripts, a Fortune 20 company, until his retirement in July 2013. He joined Express Scripts in 1996 and during his tenure, he had a leading role in the successful integration of the company’s numerous major acquisitions, including the $29.1 billion acquisition of Medco. Mr. Zarin was responsible for corporate communications and marketing and was a frequent speaker at industry conferences and events. Since stepping down from Express Scripts, Mr. Zarin has been consulting with select enterprises around the development of growth initiatives powered by distinguishing communication strategies. Mr. Zarin has extensive product and brand marketing and business leadership skills from his career at Express Scripts. He also has experience overseeing and integrating merger and acquisition transactions at an executive level. We believe these experiences, qualifications, attributes and skills qualify him to serve as a member of our Board of Directors.

  6. Information about the Board and its Committees

    Information about the Board and its Committees Each of our Directors, other than Messrs. James F. McCann and Christopher G. McCann, qualifies as an “independent director” as defined under the published listing requirements of the NASDAQ Stock Market. The NASDAQ independence definition includes a series of objective tests. For example, an independent director may not be employed by us and may not engage in certain types of business dealings with the Company. In addition, as further required by NASDAQ rules, the Board has made a subjective determination as to each independent Director that no relationship exists, which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a Director. In making these determinations, the Board reviewed and discussed information provided by the Directors and by the Company with regard to each Director’s business and personal activities as they may relate to the Company and the Company’s management. In addition, as required by NASDAQ rules, the Board determined that the members of the Audit Committee each qualify as “independent” under special standards established by NASDAQ and the SEC for members of audit committees. The Board does not have a formal policy with respect to diversity. The Board and the Nominating and Corporate Governance Committee believe that it is critical for the Directors to have varying points of view, with a broad spectrum of experience, education, skills, backgrounds, professional and life experience that, when viewed as the collective group, provide an ample blend of perspectives to allow the Board to fulfill its duties to the long-term interests of the Company’s stockholders. The table below provides membership and meeting information for each of the Board committees for Fiscal 2025. Committee Membership:

  7. Information about the Board and its Committees

    | Directors | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Technology and Cybersecurity Committee | | James F. McCann | | | | | | Christopher G. McCann | | | | | | Celia R. Brown | | X* | X | | | James A. Cannavino** | X | | | X* | | Dina Colombo | X | | | | | Eugene F. DeMark | X* | | | | | Leonard J. Elmore** | | | X* | | | Adam Hanft | | | | | | Stephanie Redish Hofmann** | | X | | | | Shelton Palmer | | | | X | | Christina Shim | | | X | X | | Larry Zarin | | X | | | | Total Meetings in Fiscal 2025 | 4 | 5 | 4 | 4 |

  8. Information about the Board and its Committees

    ____________________________ *Committee Chairperson ** Messrs. Cannavino and Elmore and Ms. Redish Hofmann will not be standing for re-election.

  9. Compensation of Directors

    Compensation of Directors Non-employee Directors were entitled to receive the following compensation during the fiscal year ended June 29, 2025: •An annual retainer of $50,000 payable in four equal installments. •An additional annual fee to the Chairpersons of the Board’s Committees for their services, payable in equal quarterly installments on each of the four regularly scheduled Board meetings during the fiscal year: a)Audit Committee Chairperson - $20,000 b)Compensation Committee Chairperson - $15,000 c)Nominating and Corporate Governance Committee Chairperson - $10,000 d)Technology and Cybersecurity Committee Chairperson - $10,000 •A grant of restricted Class A Common Stock with a value equal to $100,000. The actual number of shares is determined by the closing price of the shares on the date of the Annual Meeting (the “Grant Date”). No fractional shares of stock are awarded. These grants fully vest on the first anniversary of the Grant Date. •Any Director joining the Board, or becoming a Chairperson of one of the above Committees, following the Annual Meeting in a given year receives a pro-rata share of the compensation provided for above. •Board members are reimbursed for reasonable travel and lodging expenses associated with attendance at any Board or Committee meeting. The following table includes information about compensation paid to our non-Executive Officer Directors for the fiscal year ended June 29, 2025. During Fiscal 2025, our employee directors, Messrs. J. McCann and C. McCann, did not receive any compensation for their services as directors. See “Executive Compensation” for additional information regarding Mr. J. McCann’s compensation as an Executive Officer. The compensation received by Mr. C. McCann as an employee is set forth in the footnotes to the table below.

  10. Compensation of Directors

    | | Fees Earned or Paid in Cash | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | | (1) | (2) | (3) | | | | | | Name | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Celia Brown | 65,000 | 99,995 | - | - | - | - | 164,995 | | James A. Cannavino (4) | 60,000 | 99,995 | - | - | - | - | 159,995 | | Dina Colombo | 50,000 | 99,995 | - | - | - | - | 149,995 | | Eugene F. DeMark | 70,000 | 99,995 | - | - | - | - | 169,995 | | Leonard J. Elmore (5) | 60,000 | 99,995 | - | - | - | - | 159,995 | | Adam Hanft (6) | 50,000 | 99,995 | - | - | - | 25,000 | 174,995 | | Shelton Palmer (7) | 12,500 | - | - | - | - | - | 12,500 | | Stephanie Redish Hofmann (8) | 50,000 | 99,995 | - | - | - | - | 149,995 | | Christopher G. McCann (9) | - | - | - | - | - | 200,868 | 200,868 | | Christina Shim | 50,000 | 99,995 | - | - | - | - | 149,995 | | Larry Zarin | 50,000 | 99,995 | - | - | - | - | 149,995 |

  11. Compensation of Directors

    (1)Fees Earned or Paid in Cash combines the amounts paid as annual retainer and committee chairperson fees. (2)Stock awards reflect the aggregate grant date fair value of restricted stock awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation — Stock Compensation.” The aggregate grant date fair value for restricted stock awards is calculated by multiplying the number of restricted stock awards by the closing market price of the Common Stock on the date the restricted stock awards are credited to a Director’s account. These award fair values have been determined based on the assumptions set forth in Note 14, “Stock Based Compensation” in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended June 29, 2025. (3)No stock options were granted to non-employee directors during Fiscal 2025. (4)Mr. Cannavino will not be standing for re-election. (5)Mr. Elmore will not be standing for re-election. (6)“All Other Compensation” for Mr. Hanft comprises amounts paid to Hanft Ideas LLC for marketing consulting services. (7)Mr. Palmer's service as a Director began on April 24, 2025. (8)Ms. Redish Hofmann will not be standing for re-election. (9)“All Other Compensation” for Mr. C. McCann comprises the compensation received by Mr. C. McCann as an employee, comprising base salary of $50,000, stock awards with an aggregate grant date fair value of $99,995, personal use of a company car in the amount of $50,123, and the Company's contribution to a Qualified 401(k) Plan in the amount of $750. As of June 29, 2025, each non-Executive Officer Director of the Company held the following aggregate number of option awards and unvested stock awards:

  12. Compensation of Directors

    | Name | Unvested Stock Awards (#) | Option Awards Outstanding (#) | | Celia Brown | 12,150 | - | | James Cannavino | 12,150 | - | | Dina Colombo | 12,150 | - | | Eugene F. DeMark | 12,150 | - | | Leonard J. Elmore | 12,150 | - | | Adam Hanft | 12,150 | - | | Stephanie Redish Hofmann | 12,150 | - | | Shelton Palmer | - | - | | Christopher McCann (1) | 90,032 | 198,002 | | Christina Shim | 12,150 | - | | Larry Zarin | 12,150 | - |

  13. Compensation of Directors

    (1)Mr. C. McCann's option awards outstanding include 132,002 shares that are fully vested and immediately exercisable and 66,000 shares that are unvested. These option awards have an option exercise price of $8.59 and an expiration date of November 8, 2032.

  14. Compensation Discussion and Analysis

    Compensation Discussion and Analysis Compensation Philosophy and Objectives This section discusses compensation to our Fiscal 2025 “Named Executive Officers” or “NEOs”, which consist of our Chief Executive Officer, our Chief Financial Officer and our three next most highly compensated Executive Officers, as determined under SEC rules. The Compensation Committee believes that the compensation programs for the Company’s NEOs, as well as all of its Executive Officers, should reflect the Company’s performance and the value created for the Company’s stockholders. In addition, the compensation programs should support the short-term and long-term strategic goals and values of the Company, reward individual loyalty to the Company, and reward contribution to the Company’s success. The Company is engaged in a very competitive industry, and the Company’s success depends upon its ability to attract and retain qualified Executive Officers through the competitive compensation packages it offers to such individuals. The fundamental policy of the Compensation Committee is to provide the Company’s NEOs, as well as all of its Executive Officers, with competitive compensation opportunities based upon their contribution to the development and financial success of the Company. It is the Compensation Committee’s philosophy that a significant portion of each NEO and Executive Officer’s compensation should be contingent upon the Company’s financial performance. The Compensation Committee also acknowledges the importance of attracting and retaining talented, motivated and success-oriented Executive Officers who share our overall corporate philosophy and will enable our Company to achieve its short and long-term goals. Accordingly, the compensation package for each NEO and Executive Officer is primarily comprised of three elements: (i) base salary; (ii) annual incentives; and (iii) long-term incentive equity awards. Guiding Principles •Growth – To create an atmosphere that encourages superior growth and performance of the Company while also offering personal and professional growth. •Teamwork – To encourage executives to work together effectively and efficiently so that Company goals can be fully realized. •Innovation – To encourage and reward creativity and innovation, including the development of new ideas and business opportunities for the Company. •Associate Development – To provide motivation for self-development and rewards for successfully training and developing the personnel under their supervision, thereby strengthening the internal pool of management and technical talent. •Market competitiveness – To offer a strong, comprehensive compensation package that will enable the Company to attract and retain qualified talent. Setting Executive Compensation We compete for senior executive talent with many leading companies. In order to stay competitive in the marketplace, a critical component of which is the recruitment and retention of executive talent, we periodically review the market competitiveness of our Executive Officer compensation programs. The Compensation Committee also reviews the Company’s recent historical compensation practices for its executives and considers recommendations from the Chief Executive Officer regarding the compensation of his direct reports, who include the other NEOs (other than the Executive Chairman, as applicable). At our 2023 Annual Meeting, an advisory vote on executive compensation passed by an overwhelming majority. The Compensation Committee did not implement changes to the design of our executive compensation program as a result of the advisory vote. Elements of Compensation The Compensation Committee believes that we can maximize the effectiveness of our compensation program by ensuring that all program elements are working in concert to motivate and reward performance. The elements of our executive compensation program are detailed below, together with the principal factors that the Compensation Committee considers in reviewing the components of each Executive Officer’s compensation package. In general, for each compensation element, these factors include: the key role each Executive Officer performs for the Company; the benefit to the Company in assuring the retention of his or her services; the performance of the Company during the past fiscal year; the competitive market conditions for executive compensation; the Executive Officer’s prior year compensation; and the objective evaluation of the Executive Officer’s performance. The Compensation Committee may also, however, in its discretion, apply other factors with respect to executive compensation. We believe that our executive compensation program effectively strengthens the mutuality of interests between the Executive Officers and the Company’s stockholders, which results in greater Company performance. Base Salary. The Compensation Committee views base salary as the assured element of compensation that permits income predictability. Subject to existing employment agreements, our objective is to set base salary levels at the competitive norm. However, individual salaries may be above or below the competitive norm to reflect the strategic role, experience, proficiency and performance of the executive. For example, incumbents who have been in their positions for a longer period of time, and whose performance is superior, may be paid above the competitive norm. In addition, in the case of seasoned executives with strategic value who are newly hired into the Company, it may be necessary to pay above the competitive norm in order to attract the best candidates to the Company. The minimum base salary for each of Messrs. J. McCann and Villagomez is primarily prescribed in their respective employment agreements (see below for description of these agreements in the “Narrative Disclosure to Summary Compensation Table”). Annual base salary increases for the NEOs and other Executive Officers are determined on the basis of the following factors: the performance of the executive versus job responsibilities; the relationship between current salary and the range for the executive’s level, ranges having been set in part based on the competitive norm in the industry; the average size of salary increase based upon the Company’s financial performance; and whether the responsibilities or criticality of the position of the incumbents have been changed during the preceding year; and, for Messrs. J. McCann and Villagomez, the terms of their respective employment agreements. The weight given to each of these factors may differ from individual to individual as the Compensation Committee deems appropriate. Base salaries for our NEOs were not increased for Fiscal 2025. Annual Incentive Award. Annual incentive awards play a significant role in the Company’s overall compensation package for its Executive Officers. The annual incentive award for the NEOs is based upon the Company’s financial performance and performance in respect of certain Strategic Initiatives. See “Compensation Discussion and Analysis — Sharing Success Program.” This balance supports the accomplishment of the Company’s overall financial objectives and rewards the individual contributions of our NEOs. Annual incentive awards for Executive Officers support the following company objectives: •Communication of important goals through performance targets that are aligned with business strategies. •Motivation for the entire management team to work together toward a common set of goals. •Rewarding executives on the basis of results achieved. •Delivering annual incentive opportunities and payments through a structured, performance driven, objective mechanism. •Delivering a competitive level of compensation that is fully competitive with industry practice. •Motivating executives to achieve ever higher levels of success. •Motivating executives to achieve Strategic Initiatives aligned with Company goals.

  15. Compensation Discussion and Analysis

    | | Target Award (% of Salary) | Weighting of Performance Measures | | | | | Name | | EBITDA | Revenue | Strategic Initiatives | Subtotal | | Adolfo Villagomez | n/a | | | | | | Chief Executive Officer | | | | | | | James Langrock | 85% | 37.5% | 37.5% | 25% | 100% | | Senior Vice President, Treasurer and Chief Financial Officer | | | | | | | Thomas Hartnett | 90% | 37.5% | 37.5% | 25% | 100% | | President, 1-800-Flowers.com, Inc. | | | | | | | Jonathan J. Feldman | 80% | 37.5% | 37.5% | 25% | 100% | | President, BloomNet, Inc. | | | | | | | Michael Manley | 65% | 37.5% | 37.5% | 25% | 100% | | Senior Vice President, General Counsel and Corporate Secretary | | | | | | | James F. McCann | 100% | 50.0% | 50.0% | n/a | 100% | | Executive Chairman, Former Chief Executive Officer | | | | | | | William E. Shea | n/a | | | | | | Former Senior Vice President, Treasurer and Chief Financial Officer | | | | | |

  16. Compensation Discussion and Analysis

    Mr. Villagomez, who was appointed CEO effective May 12, 2025, was not entitled to participate in the Sharing Success Program with respect to Fiscal 2025. His employment agreement provides that, beginning with Fiscal 2026, his target bonus under the Sharing Success Plan will be equal to 100% of his base salary, up to a maximum annual bonus of 200% of his target bonus. Mr. Shea, who retired effective December 29, 2024, was not entitled to participate in the Sharing Success Program upon his retirement prior to the end of Fiscal 2025. When Company-wide actual results exceed or fall below target performance measures for Plan EBITDA and Plan Revenue, the components of the actual awards based on those measures are proportionately increased or decreased between the maximum and threshold award payments and the target payments for the EBITDA and Revenue components of the awards. Participants may earn a Company-wide bonus for the EBITDA and Revenue components if the threshold performance measures are met (defined as achievement of 90% of Company-wide Plan EBITDA and 95% of Company-wide Plan Revenue, resulting in a 50% pay-out of the Plan EBITDA and Plan Revenue target components, respectively). The Company-wide Plan Revenue bonus will not be paid if 90% of the Company-wide Plan EBITDA is not achieved. No participant may be paid an incentive award under the Sharing Success Program in excess of maximum (defined as achievement of 150% of Company-wide Plan EBITDA and 105% of Company-wide Plan Revenue, resulting in a 200% pay-out of the EBITDA and Revenue components of the target award), as presented in the table below.

  17. Compensation Discussion and Analysis

    | EBITDA | | | Revenue | | | | % Achievement of Performance Measures | Target Award Multiple | | % Achievement of Performance Measures | Target Award Multiple | | | 150.0% or above | 200.0% | (max) | 105.0% or above | 200.0% | (max) | | 125.0% | 150.0% | | 102.5% | 150.0% | | | 110.0% | 125.0% | | 100.0% | 100.0% | | | 100.0% | 100.0% | | 97.5% | 75.0% | | | 95.0% | 75.0% | | 95.0% | 50.0% | | | 90.0% | 50.0% | | Below 95.0% | 0.0% | | | Below 90.0% | 0.0% | | | | |

  18. Compensation Discussion and Analysis

    | | Performance/Payout Relationship ($’s in thousands) | | | | | | Calculation of Target Award Earned | | | | Threshold | | Target | | Maximum | | | | | Performance Metric | Performance Measures | Payout % | Performance Measures | Payout % | Performance Measures | Payout % | Actual Performance | Target Award Multiple | | Company-wide Performance (1) | | | | | | | | | | Adjusted EBITDA and Revenue Measures: | | | | | | | | | | Adjusted EBITDA (pre-bonus) | $103,950 | 50.0% | $115,500 | 100.0% | $173,250 | 200.0% | $29,166 | 0.0% | | Adjusted Revenue | $1,813,740 | 50.0% | $1,909,200 | 100.0% | $2,004,660 | 200.0% | $1,685,658 | 0.0% | | Strategic Initiatives | (2) | (2) | (2) | 100.0% | $(2) | 100.0% | (2) | (2) |

  19. Compensation Discussion and Analysis

    _____________________________ (1)Company-wide Adjusted EBITDA is determined on a pre-bonus basis, excluding: (i) the impact of acquisitions, (ii) stock-based compensation, (iii) nonqualified plan investment appreciation/depreciation, and (iv) certain items affecting period-to-period comparability, including impairment charges, system implementation costs, and severance costs. The Revenue Measure is determined excluding the impact of acquisitions. (2)Strategic Initiatives with respect to each of Messrs. Langrock, Hartnett, Feldman and Manley were based on (i) customer engagement and strengthening relationships, (ii) category expansion, and (iii) expansion of last mile capabilities, with a threshold payout percentage of 8.3% based on achieving only one of the three initiatives. While the strategic initiative of expansion of last mile capabilities was achieved, because Plan EBITDA was below 80% of target, no amount of the Strategic Initiative cash component of the award was eligible to be paid. The Company-wide actual award multiple for Fiscal 2025 was 0% of the target award. During Fiscal 2024, the Company-wide actual EBITDA and actual Revenue award multiples were each 0% of the target award, and for Messrs. Shea, Hartnett, and Manley, each earned 100% of the target award, respectively, with respect to their Strategic Initiatives. As a result, the aggregate Fiscal 2024 multiple was 25% of the target award for the NEOs who were also NEOs for that period, other than Mr. J. McCann. During Fiscal 2023, the Company-wide actual EBITDA and actual Revenue award multiples were 50% and 0% of the target award, respectively. Additionally, Messrs. Shea, Hartnett, and Manley, during Fiscal 2023, earned 100%, 75%, and 100% of the target award, respectively, with respect to their Strategic Initiatives. See “Summary Compensation Table — Non-Equity Incentive Plan Compensation” for payout amounts for Fiscal 2025, 2024, and 2023, respectively. Long-Term Incentive Equity Awards. In order to structure a long-term incentive program for the Company’s Executive Officers that would tie a significant portion of their compensation to the profitability of the Company, the Compensation Committee utilizes long-term incentive equity awards. These awards are designed to increase the alignment of the interests of each Executive Officer with those of the stockholders and to provide each individual with a significant incentive to manage the Company from the perspective of an owner with an equity stake in the Company. In accordance with its charter, the Compensation Committee annually reviews executive officer compensation and determines any equity awards to them under the 2003 Plan. The Committee’s determination generally occurs at a regularly scheduled meeting during our first fiscal quarter, following which, any awards are then granted three (3) business days after the Company’s release of its first quarter earnings. One-time equity awards may also be made throughout the year to new hires, promoted employees, or as a reward for exceptional performance. Grants are generally made during an open “trading window” established under our Insider Trading Policy. Stock options are granted with an exercise price at least equal to the fair market value of the underlying shares on the grant date, as required by the 2003 Plan. The grant of an award is set at a level intended to create a meaningful incentive based in part on the Executive Officer’s current position with the Company, the base salary associated with that position, the size of comparable awards made to individuals in similar positions within the industry, and the individual’s personal performance in recent periods. The Compensation Committee also takes into account the number and value of awards held by the Executive Officer in order to maintain an appropriate level of incentive for that individual. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards, nor does it time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Compensation Committee has the authority to review extraordinary events that impact the Company’s performance and may adjust the calculation of the number of shares earned under an award by taking into account the effect of any such extraordinary events. The Compensation Committee did not make any such adjustments for Fiscal 2025. For Fiscal 2025, the Compensation Committee determined, in consultation with its independent compensation consultant, to grant restricted stock awards to the NEOs other than the CEO (among other management level employees), each comprising 50% time-vesting shares, which vest ratably over three years of continued employment, and 50% performance shares, which, to the extent earned, cliff vest three years after the date of grant, subject to continued employment. These awards were granted November 5, 2024. The number of performance shares that may be earned under the awards is based on achievement of Plan EBITDA (50%) and Strategic Initiatives (50%) over the performance period. As discussed under "Sharing Success Program" above, Plan EBITDA was not achieved and Strategic Initiatives were partially achieved. See “Grants of Plan-Based Awards” for the performance shares earned by NEOs pursuant to these awards. The composition, vesting requirements, and amounts of these awards reflect the Compensation Committee’s consideration of prevailing industry practices and intention to align management with stockholder interest in the long-term growth of the Company, as well as address employee retention concerns. During Fiscal 2025, we did not grant equity awards to any NEO during any period beginning four business days before and ending one business day after the filing of any periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Form 8-K that disclosed any material non-public information. On October 10, 2024, in recognition of Mr. Shea’s service to the Company, the Board of Directors approved the modification of the outstanding equity awards that had previously been granted to Mr. Shea. Pursuant to the modification, effective upon Mr. Shea’s retirement on December 29, 2024: (1) the vesting of the outstanding restricted stock granted to Mr. Shea in November 2022 and December 2023 and the performance shares granted to Mr. Shea in December 2023 (to the extent earned based on actual performance) accelerated; and (2) the vesting of the outstanding stock options granted to Mr. Shea in November 2022 accelerated and Mr. Shea will be permitted to exercise the options until the end of their term. Executive Benefits The Company’s NEOs are eligible for the same level and offering of benefits made available to other employees, including our 401(k) Profit Sharing Plan (which includes a discretionary annual Company contribution), health care plan and other welfare benefit programs. We do not currently maintain any qualified or nonqualified defined benefit pension plans or nonqualified deferred compensation plans for our NEOs, except for the Nonqualified Supplemental Deferred Compensation Plan discussed below. During Fiscal 2025, the Company offered a Nonqualified Supplemental Deferred Compensation Plan for certain executives. Participants can defer from 1% up to a maximum of 100% of salary and performance and non-performance-based bonuses. Participant contributions are self-directed, and notionally invested in mutual funds, the values of which are measured using quoted market prices. Distributions are made to participants upon termination of employment or death in a lump sum, unless installments are selected. See “Nonqualified Deferred Compensation” for information about the NEOs’ account balances under the Plan. Perquisites

  20. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE Set forth below is summary compensation information for each person who was: (1) at any time during Fiscal 2025, our Chief Executive Officer or Chief Financial Officer, and (2) at June 29, 2025, one of our three most highly compensated Executive Officers, other than the Chief Executive Officer and the Chief Financial Officer.

  21. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary (1) ($) | Stock Awards (2) ($) | Option Awards (3) ($) | Non-Equity Incentive Plan Compensation (4) ($) | All Other Compensation (5) ($) | Total ($) | | Adolfo Villagomez (6) | 2025 | 107,692 | 1,500,002 | 1,500,003 | - | - | 3,107,697 | | Chief Executive Officer | | | | | | | | | James Langrock (7) | 2025 | 500,000 | 516,346 | - | - | 1,500 | 1,017,846 | | Senior Vice President, Treasurer and Chief Financial Officer | | | | | | | | | Thomas Hartnett | 2025 | 630,000 | 780,716 | - | - | 750 | 1,411,466 | | President, 1-800-Flowers.com, Inc. | 2024 | 630,000 | 864,373 | - | 141,750 | 750 | 1,636,873 | | | 2023 | 630,000 | 283,582 | 792,801 | 276,413 | 750 | 1,983,546 | | Jonathan J. Feldman (8) | 2025 | 550,000 | 567,979 | - | - | - | 1,117,979 | | President, BloomNet, Inc. | | | | | | | | | Michael R. Manley (9) | 2025 | 450,000 | 348,537 | - | - | 750 | 799,287 | | Senior Vice President, General Counsel and Corporate Secretary | 2024 | 450,000 | 385,872 | - | 73,125 | 750 | 909,747 | | James F. McCann (10) | 2025 | 975,000 | 755,154 | - | - | 1,055,133 | 2,785,287 | | Executive Chairman, | 2024 | 975,000 | - | 6,093,300 | - | 1,048,516 | 8,116,816 | | Former Chief Executive Officer | 2023 | 975,000 | 274,296 | 766,849 | - | 1,023,420 | 3,039,565 | | William E. Shea (11) | 2025 | 380,769 | 450,957 | 582,515 | - | 750 | 1,414,991 | | Former Senior Vice President, Treasurer and Chief Financial Officer | 2024 | 592,308 | 1,033,204 | - | 127,500 | 750 | 1,753,762 | | | 2023 | 550,000 | 247,572 | 692,130 | 257,125 | 750 | 1,747,577 |

  22. SUMMARY COMPENSATION TABLE

    _____________________________ (1)The Company’s fiscal year is a 52- or 53-week period ending on the Sunday nearest to June 30. Fiscal years 2025, 2024 and 2023 each consisted of 52 weeks. (2)This column shows the aggregate grant date fair value in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation — Stock Compensation,” and does not reflect the compensation actually received by the NEOs in each respective year. These award fair values have been determined based on the assumptions set forth in Note 14, “Stock Based Compensation” in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended June 29, 2025. The following amounts represent the grant date fair value of performance-based share awards granted in Fiscal 2025. Amounts in the “Stock Award” column above reflect the value of performance share awards, determined as of the grant date based upon the probable outcome (which was equal to the “Target” performance) of the performance conditions and is presented below. The value of the performance-based share awards at the grant date assuming the achievement of “Target” performance is presented below for comparative purposes. The “Maximum” value of the performance-based share awards at the grant date assuming the highest level of achievement under the performance conditions is equal to the “Target” performance included below.

  23. SUMMARY COMPENSATION TABLE

    | | Estimated Future Payouts Under Performance-Based Equity Incentive Plan Awards (a) | | | Target | | James Langrock | $258,173 | | Thomas Hartnett | $390,354 | | Jonathan J. Feldman | $283,985 | | Michael R. Manley | $174,264 | | James F. McCann | $377,577 |

  24. SUMMARY COMPENSATION TABLE

    (a)For Fiscal 2025, a portion of the stock awards reported in this column are time-vested restricted stock awards and a portion are performance-based equity incentive awards for Messrs. Langrock, Hartnett, Feldman, Manley, and J. McCann. In Fiscal 2025, 16.7% of the performance-based shares were earned, and therefore only a portion of the related compensation expense was recorded. For Fiscal 2024, a portion of the stock awards reported in this column are time-vested restricted stock awards and a portion are performance-based equity incentive awards for Messrs. Shea, Hartnett, and Manley. In Fiscal 2024, 50% of the performance-based shares were earned, and therefore only a portion of the related compensation expense was recorded. In Fiscal 2024, Mr. Shea also received an additional performance-based equity award that vested upon attainment of certain objectives, as determined by and at the discretion of the Chief Executive Officer. For Fiscal 2023, all stock awards reported in this column are time-vested restricted stock awards. (3)This column shows the aggregate grant date fair value in accordance with FASB ASC Topic 718, “Compensation — Stock Compensation,” for stock option awards granted in Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. The award fair value has been determined based on the assumptions set forth in Note 14, “Stock Based Compensation” in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended June 29, 2025. (4)Non-Equity Incentive Plan Compensation represents cash bonuses described under “Compensation Discussion and Analysis — Elements of Compensation — Annual Cash Incentive and Sharing Success Program.” Where applicable, the annual cash bonuses for operating performances related to, and recorded as compensation expense during Fiscal 2025, 2024 and 2023, were paid during the first quarter of the following respective years. The payout ratio was 0% of the target awards for Messrs. Langrock, Hartnett, Feldman, Manley, and J. McCann during Fiscal 2025. The payout ratio was 0% for Mr. J. McCann, and 25% for each of Messrs. Shea, Hartnett, and Manley of the target awards during Fiscal 2024. The payout ratio was 55.0% for Mr. Shea and 48.8% for Mr. Hartnett during Fiscal 2023. (5)Other compensation includes the Company’s contribution to a Qualified 401(k) Plan ($750 in Fiscal 2025, Fiscal 2024, and Fiscal 2023). Mr. Langrock received two $750 contributions from the Company with respect to his personal contributions during Fiscal 2025 due to the timing of Mr. Langrock's joining the plan and the calendar year cycle of the Company's contributions to the plan. Mr. J. McCann’s other compensation, in the form of perquisites and other personal benefits, includes the personal use of a company car, which is calculated by allocating the costs of operating the car between personal and business use, on the basis of miles driven for personal use to total miles driven. In addition, in Fiscal 2025 and Fiscal 2024, Mr. J. McCann received cash compensation of $1,000,000 as a marketing fee for his ongoing promotion of the Company's brands through various media outlets. In accordance with Mr. J. McCann’s employment agreement dated October 4, 2016, Mr. J. McCann was not eligible to participate in the Company’s non-equity based bonus program for Fiscal 2023, but, for that fiscal year, the Company credited an amount equal to Mr. J. McCann’s base salary of $975,000 to his retirement account under the Company’s Nonqualified Supplemental Deferred Compensation Plan. Such amounts are included within All Other Compensation. (6)Mr. Villagomez joined the Company on May 7, 2025, and was appointed the Company's Chief Executive Officer effective May 12, 2025. As part of his employment agreement, Mr. Villagomez received a sign-on equity award, effective as of the third business day after May 8, 2025, having a fair market value of approximately $3,000,000, 50% of which consisted of options and 50% of which consisted of restricted stock, all of which vest ratably over four years. (7)Mr. Langrock joined the Company on April 1, 2024 as Chief Administrative Officer and was appointed the Company's Chief Financial Officer effective December 29, 2024. (8)Mr. Feldman joined the Company on March 18, 2024 and was appointed President of BloomNet, Inc. effective June 27, 2024. Mr. Feldman was not an NEO with respect to Fiscal 2024. (9)Mr. Manley was not an NEO with respect to Fiscal 2023. (10)Mr. J. McCann was appointed Chief Executive Officer as of July 3, 2023, which was the beginning of Fiscal 2024. In Fiscal 2023, he had served as the Executive Chairman. In recognition of Mr. J. McCann's assumption of the duties of Chief Executive Officer, the Compensation Committee determined to grant him a special grant of options to purchase 1,000,000 shares of the Company's Class A common stock, which award vests ratably over five years of continued employment. This award was granted on December 14, 2023. (11)Mr. Shea retired from the Company effective December 29, 2024. On October 10, 2024, in recognition of Mr. Shea’s service to the Company, the Board of Directors approved the modification of the outstanding equity awards previously granted to Mr. Shea. Pursuant to the modification, effective upon Mr. Shea’s retirement on December 29, 2024: (1) the vesting of the outstanding restricted stock granted to Mr. Shea in November 2022 and December 2023 and the performance shares granted to Mr. Shea in December 2023 (to the extent earned based on actual performance) accelerated; and (2) the vesting of the outstanding stock options granted to Mr. Shea in November 2022 accelerated and Mr. Shea is permitted to exercise the options until the end of their term. The amounts shown in the Stock Awards and Option Awards column for Fiscal 2025 represent the aggregate incremental fair value of the modified awards, as computed under FASB ASC Topic 718, “Compensation — Stock Compensation.”

  25. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table sets forth summary information regarding all grants of plan-based awards made to our NEOs for the fiscal year ended June 29, 2025. The compensation plans under which the grants in the following table were made are described in the Compensation Discussion and Analysis section above.

  26. GRANTS OF PLAN-BASED AWARDS

    | | | Board of Directors Approval Date (1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | | | | | Adolfo Villagomez(2) | 5/13/2025 | 5/7/2025 | | | | | | | | 460,972 | 5.24 | 1,500,003 | | Chief Executive Officer(3) | 5/13/2025 | 5/7/2025 | | | | | | | 286,260 | | | 1,500,002 | | James Langrock(4) | | | 35,417 | 425,000 | 743,750 | | | | | | | | | Senior Vice President, Treasurer and Chief Financial Officer(5) | 11/5/2024 | 8/27/2024 | | | | 5,159 | 30,956 | 30,956 | | | | 258,173 | | (6) | 11/5/2024 | 8/27/2024 | | | | | | | 30,956 | | | 258,173 | | Thomas Hartnett(4) | | | 47,250 | 567,000 | 992,250 | | | | | | | | | President, 1-800-Flowers.com, Inc.(5) | 11/5/2024 | 8/27/2024 | | | | 7,801 | 46,805 | 46,805 | | | | 390,354 | | (6) | 11/5/2024 | 8/27/2024 | | | | | | | 46,806 | | | 390,362 | | Jonathan J. Feldman(4) | | | 36,667 | 440,000 | 770,000 | | | | | | | | | President, BloomNet, Inc.(5) | 11/5/2024 | 8/27/2024 | | | | 5,675 | 34,051 | 34,051 | | | | 283,985 | | (6) | 11/5/2024 | 8/27/2024 | | | | | | | 34,052 | | | 283,994 | | Michael R. Manley(4) | | | 24,375 | 292,500 | 511,875 | | | | | | | | | Senior Vice President, General Counsel and Corporate Secretary(5) | 11/5/2024 | 8/27/2024 | | | | 3,483 | 20,895 | 20,895 | | | | 174,264 | | (6) | 11/5/2024 | 8/27/2024 | | | | | | | 20,896 | | | 174,273 | | James F. McCann(4) | | | 243,750 | 975,000 | 1,950,000 | | | | | | | | | Executive Chairman Former Chief Executive Officer(5) | 11/5/2024 | 8/27/2024 | | | | 7,546 | 45,273 | 45,273 | | | | 377,577 | | (6) | 11/5/2024 | 8/27/2024 | | | | | | | 45,273 | | | 377,577 |

  27. GRANTS OF PLAN-BASED AWARDS

    ___________________________ (1)Equity awards are determined by the Compensation Committee and approved by the Board of Directors during a meeting, or by written action without a meeting, on or prior to the date of the grant. Pursuant to the guidelines adopted by the Compensation Committee, the grant date is generally the third business day after the date of the Company’s public disclosure of quarterly financial information (the “grant date”). (2)The amounts in this row represent stock options granted to Mr. Villagomez in connection with his appointment as Chief Executive Officer of the Company. These options were granted under the 2003 Plan as described in the Compensation Discussion and Analysis section. These options have a term of ten years from the grant date and vest at a rate of one-fourth at the completion of each year of service following the May 13, 2025 grant date. The last column of this row represents the grant date fair value of the stock options, computed in accordance with FASB ASC 718. For a description of the methodology and assumptions used in the valuations, see Note 14, "Stock Based Compensation," in the Notes to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the fiscal year ended June 29, 2025. (3)The amounts in this row represent time-based awards granted to Mr. Villagomez in connection with his appointment as Chief Executive Officer of the Company. These awards vest at a rate of one-fourth at the completion of each year of service following the grant date. The last column of this row represents the grant date fair value of the restricted stock, computed in accordance with FASB ASC 718. (4)The amounts in this row represent the threshold, target and maximum payout under the annual incentive award administered through the Company’s Sharing Success Program for Fiscal 2025, as approved by the Board of Directors, and as described in the Compensation Discussion and Analysis section. Performance targets were not met in the current year and, accordingly, no payout was made as reflected in the Non-Equity Incentive Plan Compensation Column of the Summary Compensation Table above. See “Compensation Discussion and Analysis — Elements of Compensation — Annual Cash Incentive and Sharing Success Program”. (5)The amounts in this row represent the one-year performance share award threshold, target and maximum payout that could be earned under the Company’s Long-Term Incentive Equity Awards program as described in the Compensation Discussion and Analysis section. The last column of this row represents the grant date fair value, computed in accordance with FASB ASC Topic 718 based on probable outcome, assuming target performance. The number of shares earned under the Fiscal 2025 performance plan were as follows:

  28. GRANTS OF PLAN-BASED AWARDS

    | | Performance Share Awards Earned (#) | Fair Value of Performance Shares Earned ($) | Vesting Period | | James Langrock | 5,159 | $43,026 | cliff vest three years from the date of grant | | Thomas Hartnett | 7,801 | $65,060 | cliff vest three years from the date of grant | | Jonathan J. Feldman | 5,675 | $47,330 | cliff vest three years from the date of grant | | Michael R. Manley | 3,483 | $29,048 | cliff vest three years from the date of grant | | James F. McCann | 7,546 | $62,934 | cliff vest three years from the date of grant |

  29. GRANTS OF PLAN-BASED AWARDS

    (6)The amounts in this row represent time-based awards granted under the Company’s long-term incentive equity awards program as described in the Compensation Discussion and Analysis section. These awards vest at a rate of one-third at the completion of each year of service following the grant date. The last column of this row represents the grant date fair value of the restricted stock, computed in accordance with FASB ASC 718.

  30. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table Employment Agreements On October 4, 2016, the Company entered into an employment agreement with Mr. J. McCann (the “JM Agreement”). Under the JM Agreement, Mr. J. McCann became the Executive Chairman of the Board, earns an annual salary of $975,000 and his annual target long-term incentive award value was 75% of his salary in the form of equity awards under the 2003 Plan. As provided in the JM Agreement, Mr. J. McCann was not eligible to participate in the Company’s annual bonus program and the Company annually credited an annual amount equal to Mr. J. McCann’s base salary under the Company’s Nonqualified Supplemental Deferred Compensation Plan for the period through Fiscal 2023. Effective July 3, 2023, the Board appointed Mr. J. McCann, to the position of Chief Executive Officer of the Company. Effective with this appointment, in lieu of the annual contribution under the Company’s Nonqualified Supplemental Deferred Compensation Plan as provided in the JM Agreement, Mr. J. McCann became a participant in the Company’s Sharing Success Plan with his annual bonus target equal to 100% of his base salary, commencing with Fiscal 2024. Effective May 12, 2025, Mr. J McCann ceased to serve as Chief Executive Officer, but continues to serve as Executive Chairman. Beginning in Fiscal 2026, Mr. J. McCann will no longer be eligible to participate in the Company’s annual bonus program and the Company will annually credit an annual amount equal to Mr. J. McCann’s base salary under the Company’s Nonqualified Supplemental Deferred Compensation Plan. Mr. J. McCann also receives additional cash compensation equal to $1,000,000 per annum in recognition of Mr. J. McCann’s ongoing promotion of the Company’s brands through various media outlets, effective as of July 3, 2023. Under the JM Agreement, Mr. J. McCann agreed to extend the period during which he is restricted from participating in a business competitive to the Company to a period of two years after a voluntary resignation or termination for good cause. He is also bound by non-solicitation and confidentiality provisions, which prohibit him from, among other things, disseminating or using confidential information about the Company in any way that would be adverse to the Company. On May 7, 2025, the Company entered into an employment agreement with Mr. Villagomez (the "AV Agreement"). Under the AV Agreement, Mr. Villagomez became an executive of the Company on May 7, 2025 and then Chief Executive Officer of the Company commencing on May 12, 2025. The AV Agreement provides for (i) an annual base salary of $1,000,000, (ii) an annual target bonus under the Sharing Success Program equal to 100% of his base salary, (iii) a signing equity grant, having a fair market value of $3,000,000, 50% of which consists of options and 50% of which consists of restricted stock, and which vests ratably over four years, (iv) beginning with Fiscal 2027, an annual equity grant having a target fair market value of $3,000,000, in a form and amount determined by the Board or the Compensation Committee, and (v) payment of certain expenses associated with Mr. Villagomez's regular travel, and eventual relocation, to New York. Mr. Villagomez is restricted from participating in a business competitive to the Company for a period of 18 months following his resignation or termination. He is also bound by non-solicitation and confidentiality provisions, which prohibit him from, among other things, disseminating or using confidential information about the Company in any way that would be adverse to the Company.

  31. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth summary information regarding the outstanding equity awards at June 29, 2025 granted to each of the Company’s Named Executive Officers.

  32. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($/Option) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (1) ($) | | | Stock Options | | | | Restricted Stock | | | Adolfo Villagomez | | 460,972(2) | 5.24 | 05/13/2035 | | | | Chief Executive Officer | | | | | 286,260(3) | 1,468,514 | | James Langrock | | | | | 5,159(4) | 26,466 | | Senior Vice President, Treasurer and Chief Financial Officer | | | | | 30,956(5) | 158,804 | | Thomas Hartnett | | | | | 7,801(4) | 40,019 | | President, 1-800-Flowers.com, Inc. | | | | | 46,806(5) | 240,115 | | | | | | | 21,332(6) | 109,433 | | | | | | | 28,442(7) | 145,907 | | | 103,012 | 51,506(8) | 8.59 | 11/8/2032 | | | | | | | | | 11,004(9) | 56,451 | | Jonathan J. Feldman | | | | | 5,675(4) | 29,113 | | President, BloomNet, Inc. | | | | | 34,052(5) | 174,687 | | | | | | | 22,753(10) | 116,723 | | Michael R. Manley | | | | | 3,483(4) | 17,868 | | Senior Vice President, General Counsel and Corporate Secretary | | | | | 20,896(5) | 107,196 | | | | | | | 9,523(6) | 48,853 | | | | | | | 12,697(7) | 65,136 | | | 45,988 | 22,993(8) | 8.59 | 11/8/2032 | | | | | | | | | 4,912(9) | 25,199 | | James F. McCann | | | | | 7,546(4) | 38,711 | | Executive Chairman, Former Chief Executive Officer | | | | | 45,273(5) | 232,250 | | | 200,000 | 800,000(11) | 10.13 | 12/14/2033 | | | | | 99,640 | 49,820(8) | 8.59 | 11/8/2032 | | | | | | | | | 10,644(9) | 54,604 | | | | | | | 149,611(12) | 767,504 | | William E. Shea | 134,897 | | 8.59 | 11/8/2032 | | | | Former Senior Vice President and Chief Financial Officer | | | | | | |

  33. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1)Market value is based on the closing price of 1-800-Flowers.com, Inc.’s Class A Common Stock of $5.13 on June 27, 2025. (2)Represents equity awards under the Company’s Long-Term Incentive Equity Awards program. These options vest at a rate of one-fourth at the completion of each year of service following the May 13, 2025 grant date. (3)Represents equity awards under the Company's Long-Term Incentive Equity Awards program. These restricted share awards vest at a rate of one-fourth at the completion of each year of service following the May 13, 2025 grant date. (4)Represents performance shares that were earned in Fiscal 2025 under the Company's Long-Term Incentive Equity Awards program, based upon partial achievement of targeted performance measures during Fiscal 2025. See “Compensation Discussion and Analysis - Long-Term Incentive Equity Awards”. These restricted share awards cliff vest at the completion of three years of service following the November 5, 2024 grant date. (5)Represents equity awards under the Company’s Long-Term Incentive Equity Awards program. These restricted share awards vest at a rate of one third at the completion of each year of service following the November 5, 2024 grant date. (6)Represents performance shares that were earned in Fiscal 2024 under the Company's Long-Term Incentive Equity Awards program, based upon partial achievement of targeted performance measures during Fiscal 2024. These restricted share awards cliff vest at the completion of three years of service following the December 14, 2023 grant date. (7)Represents equity awards under the Company’s Long-Term Incentive Equity Awards program. These restricted share awards vest at a rate of one third at the completion of each year of service following the December 14, 2023 grant date. (8)Represents equity awards under the Company’s Long-Term Incentive Equity Awards program. These options vest at a rate of one-third at the completion of each year of service following the November 8, 2022 grant date. (9)Represents equity awards under the Company's Long-Term Incentive Equity Awards program. These restricted shares vest at a rate of one-third at the completion of each year of service following the November 8, 2022 grant date. (10)Represents equity awards under the Company’s Long-Term Incentive Equity Awards program. These restricted share vest at a rate of one-third at the completion of each year of service following the commencement of Mr. Feldman's employment on March 25, 2024. (11)Represents equity awards under the Company’s Long-Term Incentive Equity Awards program. Options vest at a rate of one-fifth at the completion of each year of service following the December 14, 2023 grant date. (12)Represents equity awards under the Company's Long-Term Incentive Equity Awards program. These restricted share awards cliff vest upon the earlier to occur of: (i) the tenth anniversary following the May 4, 2021 grant date, (ii) the termination of service of Mr. J. McCann due to his death or permanent disability (as defined in the restricted share agreement); or (iii) Mr. J. McCann no longer serving as Executive Chairman as a result of a Change of Control (as defined in the Plan).

  34. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table sets forth the vesting of stock awards for each of the Company’s Named Executive Officers during the fiscal year ended June 29, 2025. There were no exercises of stock options by NEOs during this period.

  35. OPTION EXERCISES AND STOCK VESTED

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (1) ($) | | Thomas Hartnett | 86,004 | 549,212 | | President, 1-800-Flowers.com, Inc. | | | | Jonathan J. Feldman | 11,377 | 67,466 | | President, BloomNet Inc. | | | | Michael R. Manley | 20,247 | 144,103 | | Senior Vice President, General Counsel and Corporate Secretary | | | | James F. McCann | 10,644 | 95,796 | | Executive Chairman, Former Chief Executive Officer | | | | William E. Shea | 105,162 | 879,993 | | Senior Vice President, Treasurer and | | | | Chief Financial Officer | | |

  36. OPTION EXERCISES AND STOCK VESTED

    (1)The value realized on vesting equals the market value of 1-800-Flowers.com, Inc.’s Class A Common Stock on the vesting date, multiplied by the number of shares that vested.

  37. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION During Fiscal 2025, the Company offered a Nonqualified Supplemental Deferred Compensation Plan ("NQDC Plan") for certain executives. Participants can defer from 1% up to a maximum of 100% of salary and performance and non-performance-based bonuses. Participant contributions are self-directed, and notionally invested in mutual funds, the values of which are measured using quoted market prices. Distributions are made to participants upon termination of employment or death in a lump sum, unless installments are selected.

  38. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY (1) ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions in Last FY ($) | Aggregate Balance at Last FYE(1) ($) | | Adolfo Villagomez | - | - | - | - | - | | Chief Executive Officer | | | | | | | James Langrock | 23,077 | - | 1,490 | - | 24,567 | | Senior Vice President, Treasurer and Chief Financial Officer | | | | | | | Thomas Hartnett | 140,538 | - | 66,070 | - | 1,188,359 | | President, 1-800-Flowers.com, Inc. | | | | | | | Jonathan J. Feldman | - | - | - | - | - | | President, BloomNet, Inc. | | | | | | | Michael R. Manley | 22,500 | - | 10,975 | - | 104,365 | | Senior Vice President, General Counsel and Corporate Secretary | | | | | | | James F. McCann | 1,876,737 | - | 4,352,881 | - | 30,242,631 | | Executive Chairman, Former Chief Executive Officer | | | | | | | William E. Shea | 30,000 | - | 70,472 | (793,582) | 349,168 | | Former Senior Vice President, Treasurer and Chief Financial Officer | | | | | |

  39. NONQUALIFIED DEFERRED COMPENSATION

    (1)Contributions made by the NEOs are reported as NEO compensation in the Summary Compensation Table. The amount in the Aggregate Balance at Last FYE column includes approximately $23,000 for Mr. Langrock, $975,000 for Mr. Hartnett, $84,000 for Mr. Manley, $15,871,000 for Mr. J. McCann, and $16,000 for Mr. Shea, in each case, that was reported as compensation for the NEO in the Summary Compensation Table. The contribution portion of Mr. Shea's balance following his distributions in Fiscal 2025 is an estimate based on the records of the provider to which the NQDC Plan was transitioned during Fiscal 2025.

  40. POTENTIAL PAYMENTS UPON TERMINATION AND CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION AND CHANGE OF CONTROL In accordance with the 2003 Plan, in the event of a Change of Control, as defined in the 2003 Plan, all outstanding Awards, pursuant to which a Participant may have rights the exercise of which is restricted or limited, shall automatically become fully exercisable immediately prior to the time of the Change of Control and all performance criteria and other conditions shall be deemed to be achieved or fulfilled and shall be waived by the Company immediately prior to the time of the Change of Control so that the shares of stock subject to the Award will be entitled to participate in the Change of Control transaction. In addition, as disclosed in “Potential Payments Upon Termination and Change of Control — Employment Agreements”, certain executives within the Company have individual employment agreements that contain negotiated provisions that trigger payments or provision of benefits upon termination. Payment and benefit levels under the various circumstances that trigger payments or provision of benefits upon termination for Messrs. J. McCann and Villagomez were calculated and presented in accordance with the provisions of their respective employment agreements. For Fiscal 2025, potential payments under the circumstances triggered upon termination or change of control did not have a material impact on the Compensation Committee’s evaluation of all other elements of compensation or total compensation. The following table sets forth the potential payments to our currently employed NEOs under existing agreements, plans or arrangements, for various scenarios involving a change of control or termination of employment, assuming a June 29, 2025 termination date and change of control date, as applicable, and using the closing price of the Company’s Class A Common Stock on June 27, 2025, the business day immediately preceding the last day of our fiscal year ($5.13). Pursuant to the terms of the Sharing Success Program, the amounts shown do not include the Non-Equity Incentive Plan Awards that were earned as of June 29, 2025. The amounts shown also do not include account balances under the Company’s Nonqualified Supplemental Deferred Compensation Plan reported under “Nonqualified Deferred Compensation” above, and do not include benefits that would be conferred under the Executive Severance Plan, which was not in place as of June 29, 2025. The exact amount of payments and benefits that would be provided can only be determined at the actual time of the NEO’s separation from the Company or, if applicable, a change of control. Effective upon Mr. Shea’s retirement on December 29, 2024, accelerated vesting occurred with respect to certain of his outstanding stock options, with an intrinsic value of $0, and outstanding restricted stock with a value of $292,466. These amounts were calculated using the closing price of the Company’s Class A Common Stock on June 27, 2025 ($5.13).

  41. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following tables and related disclosure to illustrate the relationship between executive compensation “actually paid” (as calculated herein) and certain measures of Company financial performance. For information regarding the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with its performance in practice, refer to the “Compensation Discussion and Analysis” section of this Proxy Statement. References to “PEO” in the tables below refer to our Chief Executive Officer during each of the applicable periods. In Fiscal 2025, Mr. J. McCann served as Chief Executive Officer until May 12, 2025, at which time Mr. Villagomez was appointed to the role. Mr. J. McCann was our Chief Executive Officer in Fiscal 2024, and Mr. C. McCann was our Chief Executive Officer in fiscal years 2023, 2022 and 2021.

  42. PAY VERSUS PERFORMANCE

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Compensation Table Total for Current PEO (1) ($) | Compensation Table Total for Former PEO (1) ($) | Compensation Actually Paid to Current PEO (2) ($) | Compensation Actually Paid to Former PEO (2) ($) | Average Summary Compensation Table Total for non-PEO Named Executive Officers (3) ($) | Average Compensation Actually Paid to non-PEO Named Executive Officers (4) ($) | Total Shareholder Return (5) ($) | Peer Group Total Shareholder Return (6) ($) | Net Income (Loss) (Thousands) (7) ($) | Adjusted EBITDA (Thousands) (8) ($) | | 2025 | 3,107,697 | 2,785,287 | 3,027,502 | (2,191,435) | 1,152,314 | 223,282 | 25 | 174 | (199,993) | 29,166 | | 2024 | — | 8,116,816 | — | 8,234,351 | 1,289,695 | 1,363,970 | 48 | 147 | (6,105) | 93,067 | | 2023 | — | 2,491,246 | — | 2,254,209 | 2,009,019 | 1,774,272 | 39 | 130 | (44,702) | 91,204 | | 2022 | — | 4,818,185 | — | (541,510) | 1,908,034 | (818,909) | 48 | 104 | 29,610 | 98,983 | | 2021 | — | 3,157,705 | — | 5,461,145 | 3,312,977 | 4,631,438 | 159 | 137 | 118,652 | 213,065 |

  43. PAY VERSUS PERFORMANCE

    (1) Amounts reported in this column are the amounts of total compensation reported for the PEO for each corresponding year in the “Total” column of the Summary Compensation Table. See “Executive Compensation — Summary Compensation Table.” (2) The amounts shown in this column reflect the “compensation actually paid” (“CAP”), as calculated under SEC rules, to the PEO for each corresponding fiscal year. A reconciliation between Summary Compensation Table Total Compensation and CAP is set forth below. (3) The amounts shown in this column reflect, for each applicable fiscal year, the average of the amounts reported in the Total column of the Summary Compensation Table for the Company’s named executive officers other than the PEO. The named executive officers included for this purpose for each applicable fiscal year are as follows: (i) for 2025, Mr. Langrock, Mr. Shea, Mr. Hartnett, Mr. Feldman, and Mr. Manley; (ii) for 2024, Mr. Shea, Mr. Hartnett, Mr. Manley, and Mr. Rowland; (iii) for 2023, Mr. Shea, Mr. J. McCann, Mr. Hartnett, and Mr. Rowland; and (iv) for 2022 and 2021, Mr. Shea, Mr. J. McCann, Mr. Hartnett, and Mr. Steven A. Lightman. Mr. Lightman served as the Company’s Group President, Gourmet Foods & Gift Baskets from June 2020 to July 2022. (4) The amounts shown in this column reflect, for each applicable fiscal year, the average amount of CAP, as calculated under SEC rules, to the Company’s named executive officers other than the PEO. A reconciliation between Summary Compensation Table Total Compensation and CAP, is set forth below. (5) The amounts shown in this column reflect the cumulative total shareholder return on our Class A common stock during the period from June 26, 2020 through the end of the applicable fiscal year, of a hypothetical investment of $100 in the Company’s Class A Common Stock as of the market close on June 26, 2020. (6) The amounts shown in this column reflect the cumulative total shareholder return of the S&P 500 Consumer Discretionary Index, the published industry index used in the performance graph for the fiscal year ended June 29, 2025, during the period from June 26, 2020 through the end of the applicable fiscal year, assuming an investment of $100 as of the market close on June 26, 2020. A comparison of the cumulative total return of the S&P 500 Consumer Discretionary Index is also included in the Annual Report of the Company being made available to stockholders concurrently with this Proxy Statement. (7) Represents the amount of net income (loss) reflected in the Company’s audited financial statements for each applicable year. (8) Represents the amount of Adjusted EBITDA reported by the Company for each applicable year. Adjusted EBITDA is the measure selected by the Company under SEC rules as the most important performance measure used to link CAP for the NEOs to Company performance during Fiscal 2025. Adjusted EBITDA is a non-GAAP financial measure.

  44. EXECUTIVE PAY RATIO

    EXECUTIVE PAY RATIO In accordance with SEC rules, we are providing the ratio of the annual total compensation of our CEO to the annual total compensation of our median associate, which is a reasonable estimate calculated in a manner consistent with SEC rules, based on our payroll and employment records. We used the same median associate for Fiscal 2025 as we did in Fiscal 2024 because we believe there has been no change in our associate population or associate compensation arrangements that would result in a significant change to our pay ratio disclosure. For purposes of identifying the median associate in Fiscal 2024, we took into account salary, bonus, and grant date fair value of restricted stock awards granted during Fiscal 2024 for all our employees as of June 29, 2024. We annualized this compensation for employees who did not work the entire year, except for employees designated as seasonal or temporary. For purposes of calculating our CEO pay ratio, our CEO’s annual total compensation for Fiscal 2025 was $4,037,955, which represents an annualized amount in light of the CEO transition in Fiscal 2025. As permitted by SEC rules, we elected to annualize the compensation of Mr. Villagomez, who was serving as CEO on June 29, 2025. To annualize Mr. Villagomez’s compensation: • we annualized his base salary to $1,000,000 (from $107,692 as reported in the Summary Compensation Table); • we included the grant date fair value of his equity awards as this amount aligns with the amount of his annual target ($3,000,005, as reported in the Summary Compensation Table); • we included $0 as the amount for his non-equity incentive plan compensation as this aligns with the CEO payout for Fiscal 2025 ($0, as reported in the Summary Compensation Table); and • we included $37,950 as all other compensation relating to the estimated amount that he would receive annually for travel to and from the Company's offices and the Company's contribution to a Qualified 401(k) Plan (from the $0 reported in the Summary Compensation Table). For Fiscal 2025, the annual total compensation of our median associate, other than Mr. Villagomez, was $48,916, and the ratio of those amounts is 83 to 1.

  45. CERTAIN BUSINESS RELATIONSHIPS WITH DIRECTORS AND OFFICERS

    CERTAIN BUSINESS RELATIONSHIPS WITH DIRECTORS AND OFFICERS The Company has a policy providing that all material transactions between it and one or more of its Directors, Executive Officers, nominees for Director or a member of their immediate families must be approved either by a majority of the disinterested members of the Board or by the stockholders of the Company. While the policy is not in writing, the Company’s legal and finance staff is primarily responsible for the development and implementation of processes and controls to obtain information from the Directors and Executive Officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether the Company or a related person has a direct or indirect material interest in the transaction. This includes inquiries of its Directors and Executive Officers, as well as a questionnaire that Directors and Executive Officers are required to complete periodically. In determining whether to approve or ratify a related party transaction, the disinterested members of the Board will consider the relevant facts and circumstances, which may include the relationship of the individual with the Company, the materiality of the transaction to the Company and the individual, and the business purpose and reasonableness of the transaction. As required under SEC rules, transactions that are determined to be directly or indirectly material to the Company or a related person, are disclosed in the Company’s proxy statement. The Company considers individual transactions, or any series of transactions which, in the aggregate exceed $120,000, to be material and requiring of disclosure. Below are the transactions in which, to the Company’s knowledge, the Company was or is a party, in which the amount involved exceeded $120,000, and in which any Director, Director nominee, Executive Officer, holder of more than 5% of the Common Stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest. James F. McCann III, the son of Executive Chairman James F. McCann and nephew of Director Christopher G. McCann, is employed as a Director, Enterprise Strategy and Business Development. Mr. McCann’s compensation was unanimously approved by the Independent Directors of the Board. Mr. McCann earned $160,000 in Fiscal 2025. Jenna Messer, the daughter of Director Christopher G. McCann and niece of Executive Chairman James F. McCann, is employed as Senior Vice President, Direct Marketing. Ms. Messer’s compensation was unanimously approved by the Independent Directors of the Board. Ms. Messer earned $290,000 in Fiscal 2025. In addition, Ms. Messer received 6,285 restricted shares, with a grant date fair value of $52,417, under the Company’s Long-Term Incentive Equity Awards program. These restricted share awards vest at a rate of one-third at the completion of each year of service following the November 5, 2024 grant date. Beginning in April 2022, the Company subleased certain space located at 10 Grand Central, 155 East 44th Street, New York, New York 10017 to Clarim Holdings, LLC (“Clarim”), in which Executive Chairman James F. McCann owns a controlling interest and at which he is the sole member and manager. During Fiscal 2025, the Company received $371,194 in rent and utility payments from Clarim. Beginning in September 2025, the Company leased different space in the same building and entered into a new sublease with Clarim that provides for rent of $144,000 per year and payment of certain expenses. To the Board of Directors of 1-800-FLOWERS.COM, INC. (the “Company”): We, the members of the Audit Committee, assist the Board of Directors in its oversight of the Company’s financial accounting, reporting and controls. We also evaluate the performance and independence of the Company’s independent registered public accounting firm. We operate under a written charter that both the Board and we have approved. A current copy of the Audit Committee charter can be found on the Company’s website located at www.1800flowers.com under the Investors section of the website. The Board annually reviews the NASDAQ listing standards definition of independence for audit committee members and has determined that each member of the Audit Committee meets that standard. In addition, although the Board has determined that each of the members of the Audit Committee meets NASDAQ regulatory requirements for financial literacy and that Eugene F. DeMark is an “audit committee financial expert,” as defined by Commission rules, and is financially sophisticated under NASDAQ requirements, we would like to remind our stockholders that we are not professionally engaged in the practice of auditing or accounting and are not technical experts in auditing or accounting. The Company’s management is responsible for the preparation, presentation and integrity of the Company’s consolidated financial statements, including setting the accounting and financial reporting principles and designing the Company’s system of internal control over financial reporting and disclosure controls and procedures designed to ensure compliance with accounting standards, applicable laws and regulations. The Company’s management is responsible for objectively reviewing and evaluating the adequacy, effectiveness and quality of the Company’s system of internal control. The Company’s independent registered public accounting firm, BDO USA, P.C. (“BDO”), is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States. The independent registered public accounting firm is also responsible for expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Although the Board is the ultimate authority for effective corporate governance, including oversight of the management of the Company, the Audit Committee’s purpose is to assist the Board in fulfilling its responsibilities by overseeing these processes, as well as overseeing the qualifications and performance of the Company’s independent registered public accounting firm. The Audit Committee has policies and procedures that require the pre-approval by the Audit Committee of all fees paid to, and all services performed by, the Company’s independent registered public accounting firm. Annually, the Audit Committee approves the proposed services, including the nature, type and scope of service contemplated and the related fees, to be rendered by the firm during the year. In addition, Audit Committee pre-approval is also required for those engagements that may arise during the course of the year that are outside the scope of the initial services and fees approved by the Audit Committee. For each category of proposed service, the independent accounting firm is required to confirm that the provision of such services does not impair their independence. Pursuant to the Sarbanes-Oxley Act of 2002, the fees and services provided (as noted in the table below) were authorized and approved by the Audit Committee in compliance with the pre-approval policies and procedures described herein.

  46. CERTAIN BUSINESS RELATIONSHIPS WITH DIRECTORS AND OFFICERS

    We reviewed and discussed the audited consolidated financial statements and related footnotes for the fiscal year ended June 29, 2025 with management and the independent registered public accounting firm. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles. We also discussed with the independent registered public accounting firm the matters required to be discussed by Public Company Accounting Oversight Board No. 1301. We received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firms’ communications with the Audit Committee concerning independence, and discussed with BDO their independence. This review included a discussion with management and the independent registered public accounting firm of the quality (and not merely the acceptability) of the Company’s accounting principles, the reasonableness of significant estimates and judgments, and the disclosures in the Company’s Financial Statements, including the disclosures relating to critical accounting policies. Based on the reports, discussions and reviews described in this report, we recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 29, 2025, for filing with the Securities and Exchange Commission. Audit Committee Eugene F. DeMark (Chairman) James A. Cannavino Dina Colombo