DEF 14A of 1 800 Flowers Com Inc, Oct 30, 2023

DEF 14A of 1 800 Flowers Com Inc

Filed Oct 30, 2023 · FY20230001437749-23-029330

Open on EDGAR

  1. PROPOSAL 1 ELECTION OF DIRECTORS

    PROPOSAL 1 ELECTION OF DIRECTORS The Board of Directors has recommended each of Mses. Celia R. Brown, Dina Colombo, Stephanie Redish Hofmann and Christina Shim and Messrs. James A. Cannavino, Eugene F. DeMark, Leonard J. Elmore, Adam Hanft, Christopher G. McCann, James F. McCann and Larry Zarin for election as Directors, to serve until the 2024 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 ITS ELEVEN DIRECTOR NOMINEES

    THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF ITS ELEVEN DIRECTOR NOMINEES

  3. Information Regarding Director Nominees

    Information Regarding Director Nominees Our Board of Directors currently consists of 11 Directors with each Director serving a one-year term. All nominees, except Christina Shim, were most recently elected at the 2022 Annual Meeting. 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 69, 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. James A. Cannavino, age 79, has been a Director of the Company since June 2007. Mr. Cannavino has been the Chairman and Chief Executive Officer of CyberSagacity Ltd. since August 2022. Prior to CyberSagacity Ltd., Mr. Cannavino served as Chairman of the board of directors of Direct Insite (now Paybox) from 2000 through 2011 and was Chief Executive Officer from December 2002 until May 2011. Paybox is a global provider of financial supply chain automation across procure-to-pay and order-to cash business processes. Paybox was sold to OSG Billing Services in 2018. From September 1997 through April 2000, he was elected non-executive Chairman of Softworks, Inc. (a wholly owned subsidiary of Direct Insite, formerly Computer Concepts), which went public and was later sold to EMC. Mr. Cannavino was also the Chief Executive Officer and Chairman of the board of directors of Cybersafe, Inc., a company specializing in network security. Prior to Cybersafe, Mr. Cannavino was President and Chief Operating Officer of Perot Systems Corporation; he was elected to serve as Chief Executive Officer through July 1997. Mr. Cannavino retired from IBM in 1995, a career that spanned over 30 years, where he was Senior Company Vice President for Strategy and Business Development. He also served as a member of the board of directors to certain IBM joint-venture companies, including Prodigy Services, Inc., Digital Domain, Inc., and New Leaf Entertainment. Mr. Cannavino is an emeritus member of the Board of the National Center for Missing and Exploited Children. Mr. Cannavino is one of the founding members and is the immediate past Chairman of the International Center for Missing and Exploited Children. He is a past chairman of the Board of Trustees of Marist College in Poughkeepsie, New York, and continues to serve as an advisor to the Board of Trustees. Mr. Cannavino’s numerous years of experience in executive level positions in the technology industry provides the Board with a wealth of valuable insight and knowledge regarding business strategy, operational and management experience in the technology industry. We believe these experiences, qualifications, attributes and skills qualify him to serve as a member of our Board of Directors. Dina Colombo, age 54, 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 76, 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.

  4. Information Regarding Director Nominees

    Leonard J. Elmore, age 71, has been a Director of the Company since October 2002. Mr. Elmore has been a NCAA commentator for CBS Sports, FS1 and ESPN for over 25 years. Mr. Elmore was the Chief Executive Officer of iHoops, the official youth basketball initiative of the NCAA and NBA from May 2010 until October 2011 and served as a member of its board from its inception in April 2009 until May 2010. Prior to joining iHoops, he was a Partner with the law firm of Dreier LLP in its New York City headquarters from September 2008 until February 2009. Prior to his employment with Dreier LLP in September 2008, Mr. Elmore served as Senior Counsel with LeBoeuf, Lamb, et. al (subsequently Dewey & LeBoeuf) from October 2004 until March 2008. Prior to that, Mr. Elmore served as the President of Test University, a leading provider of internet-delivered learning solutions for pre-college students, from 2001 to 2003. Mr. Elmore served on the board of directors of Lee Enterprises, Inc. from February 2007 until February 2020 and was a member of their audit committee. Since December of 2021, Mr. Elmore has served on the board of directors of Byrna Technologies, Inc., a non-lethal defense technology company and has been a member of the company’s Nominating and Governance Committee. Mr. Elmore is currently a Senior Lecturer at Columbia University in their School of Professional Studies Sports Management program and continues to fulfill his commitment to public service as co-chair on the John and James L. Knight Foundation’s Knight Commission on Intercollegiate Athletics. Mr. Elmore’s career has spanned many different sectors from the diverse public service sectors to law firm experience. He provides the Board a wealth of business strategy, operational and management experience. We believe these experiences, qualifications, attributes and skills qualify him to serve as a member of our Board of Directors. Adam Hanft, age 73, 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. Mr. Hanft also 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 also 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. Stephanie Redish Hofmann, age 54, has been a Director of the Company since December 2020. Since January 2022, Ms. Hofmann has served as Managing Director, Global Client Partnerships at Google where she leads a portfolio of global category partnerships across the Automotive, Consumer Packaged Goods (“CPG”), and Food, Restaurant & Beverage, and Consumer Technology industries, and has served in various leadership roles at Google since May 2007. She currently works with a team of digital marketers and category experts to support customers’ ambitions in digital marketing transformation. Ms. Hofmann’s prior roles at Google include, among others, founding and leading Google’s Shopping Solutions team dedicated to developing digital solutions to enable retailers and manufacturers to win shopping moments that matter, serving as the Director of Agency Development for WPP, IPG, and Specialty Agency partners, and leading the Agency Learning & Development team. Before joining the Agency Learning & Development team, Ms. Hofmann served as the Head of Industry Marketing for Google's CPG vertical where she led research efforts focused on proving the efficacy of digital advertising for CPG manufacturers. Ms. Hofmann has over 30 combined years of experience in advertising, brand marketing, partnership and working with consumer promotion agencies on CPG brands such as Clorox, Nestlé, and Revlon, as well as non-profit fundraising and development. We believe that Ms. Hofmann’s wealth of experiences, qualifications, attributes, and skills relating to advertising, brand marketing and partnership qualify her to serve as a member of our Board of Directors. Christopher G. McCann, age 62, 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 the Vice Chairman 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 Chief Executive Officer and Executive Chairman of the Board. 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 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. James F. McCann, age 72, is the founder of the Company and served as the Company’s Chairman of the Board and Chief Executive Officer from inception until June 2016. In June 2016, Mr. J. McCann became the Executive Chairman of the Board and Mr. C. McCann succeeded him as the Chief Executive Officer. In July 2023, Mr. C. McCann stepped down from the role of Chief Executive Officer and Mr. J. McCann was again appointed to this role. 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 a member of the board of directors of International Game Technology PLC and, as of May 2019, Amyris, Inc. 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 longtime 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.

  5. Information Regarding Director Nominees

    Christina Shim, age 40, is a Director nominee of the Company. She has served as the Global Head of Product Management and Strategy for IBM Sustainability Software since January 2023 and served as the Vice President and Head of Strategy and Sustainability of IBM Sustainability Software prior to her current role beginning in November 2021. At IBM, Ms. Shim oversees the growth, business development, venture, and partnership strategy, as well as leading IBM’s sustainability platform for technology. 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 18 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 69, 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 marketing communications and the development of powerful and distinguishing narratives. 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 information regarding the diversity of our directors in terms of gender identity and demographic background:

  7. Information about the Board and its Committees

    | Board Diversity Matrix (as of October 30, 2023) |

  8. Information about the Board and its Committees

    | | Female | Male | | Gender Identity | | | | Directors | 4 | 7 | | Demographic Background | | | | African American or Black | - | 1 | | White | 4 | 6 |

  9. Information about the Board and its Committees

    The table below provides membership and meeting information for each of the Board committees for Fiscal 2023. Committee Membership:

  10. 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 | | | | Katherine Oliver** | | | X | | | Larry Zarin | | X | | | | Total Meetings in Fiscal 2023 | 8 | 5 | 4 | *** |

  11. Information about the Board and its Committees

    | * Committee Chairperson | | ** Ms. Oliver will not be standing for re-election. | | *** The Technology and Cybersecurity Committee did not hold any standalone formal meetings during Fiscal 2023. The Technology and Cybersecurity Committee met in conjunction with the Audit Committee during formal Audit Committee meetings. |

  12. Compensation of Directors

    Compensation of Directors Non-employee Directors were entitled to receive the following compensation during the fiscal year ended July 2, 2023:

  13. Compensation of Directors

    | ● | An annual retainer of $30,000, payable in four equal installments. |

  14. Compensation of Directors

    | ● | An additional 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: |

  15. Compensation of Directors

    | a) | Audit Committee Chairperson - $20,000 |

  16. Compensation of Directors

    | b) | Compensation Committee Chairperson - $10,000 |

  17. Compensation of Directors

    | c) | Nominating and Corporate Governance Committee Chairperson - $7,500, and |

  18. Compensation of Directors

    | d) | Technology and Cybersecurity Committee Chairperson - $10,000 |

  19. Compensation of Directors

    | ● | A grant of restricted Class A Common Stock with a value equal to $70,000. 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. |

  20. Compensation of Directors

    | ● | 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. |

  21. Compensation of Directors

    | ● | Board members are reimbursed for reasonable travel and lodging expenses associated with attendance at any Board or Committee meeting. |

  22. Compensation of Directors

    On October 3, 2023, the Board approved the following changes to non-employee Director compensation effective as of the 2023 Annual Meeting of Stockholders:

  23. Compensation of Directors

    | ● | non-employee Directors’ annual retainer is increased from $30,000 to $50,000; |

  24. Compensation of Directors

    | ● | Compensation Committee Chairperson’s annual fee is increased from $10,000 to $15,000; |

  25. Compensation of Directors

    | ● | Nominating and Corporate Governance Committee Chairperson’s annual fee is increased from $7,500 to $10,000; and |

  26. Compensation of Directors

    | ● | the value of annual stock grants to non-employee Directors is increased from $70,000 to $75,000. |

  27. Compensation of Directors

    The following table includes information about compensation paid to our non-employee Directors for the fiscal year ended July 2, 2023:

  28. Compensation of Directors

    | | Fees Earned or Paid in | Stock | Option | Non-Equity Incentive Plan | Change in Pension Value and Nonqualified Deferred Compensation | All Other | | | | Cash (1) | Awards (2) | Awards | Compensation | Earnings | Compensation | Total | | Name | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Celia Brown | 40,000 | 70,000 | - | - | - | - | 110,000 | | James A. Cannavino | 40,000 | 70,000 | - | - | - | - | 110,000 | | Dina Colombo | 30,000 | 70,000 | - | - | - | - | 100,000 | | Eugene F. DeMark | 50,000 | 70,000 | - | - | - | - | 120,000 | | Leonard J. Elmore | 37,500 | 70,000 | - | - | - | - | 107,500 | | Adam Hanft | 30,000 | 70,000 | - | - | - | - | 100,000 | | Stephanie Redish Hofmann | 30,000 | 70,000 | - | - | - | - | 100,000 | | Katherine Oliver (3) | 30,000 | 70,000 | - | - | - | - | 100,000 | | Larry Zarin | 30,000 | 70,000 | - | - | - | - | 100,000 |

  29. Compensation of Directors

    | (1) Fees Earned or Paid in Cash combines the amounts paid as annual retainer and committee chairperson fees. |

  30. Compensation of Directors

    | (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 13, “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 July 2, 2023. Compensation information for James F. McCann and Christopher G. McCann, who are Directors, as well as Named Executive Officers of the Company for Fiscal 2023, is contained under the section titled “Executive Compensation and Other Information — Summary Compensation Table.” |

  31. Compensation of Directors

    | (3) Ms. Oliver will not be standing for re-election. |

  32. Compensation of Directors

    As of July 2, 2023, each non-employee Director of the Company held the following aggregate number of option awards and unvested stock awards:

  33. Compensation of Directors

    | | Unvested | Option | | | Stock | Awards | | | Awards | Outstanding | | Name | (#) | (#) | | Celia Brown | 8,264 | - | | James Cannavino | 8,264 | - | | Dina Colombo | 8,264 | - | | Eugene F. DeMark | 8,264 | - | | Leonard J. Elmore | 8,264 | - | | Adam Hanft | 8,264 | - | | Stephanie Redish Hofmann | 8,264 | - | | Katherine Oliver | 8,264 | - | | Larry Zarin | 8,264 | - |

  34. Compensation Discussion and Analysis

    Compensation Discussion and Analysis Compensation Philosophy and Objectives This section discusses compensation to our Fiscal 2023 “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 and should reward individual loyalty to the Company and 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

  35. Compensation Discussion and Analysis

    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. At our 2020 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’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 salaries for Messrs. J. McCann and C. McCann are primarily prescribed in their employment agreements (see below for description of the employment 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 employment agreements (for Messrs. J. McCann, C. McCann), as well as 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. The weight given to each of these factors may differ from individual to individual as the Compensation Committee deems appropriate. Increases for Fiscal 2023 for Messrs. J. McCann, C. McCann, Shea, Hartnett and Rowland were 0%, 0%, 0%, 16.2% and 0%, respectively. The annual base salaries for Fiscal 2022 were adjusted to reflect a 53-week fiscal year, versus Fiscal 2023, which was a 52-week fiscal year. In April 2022, Mr. Hartnett was appointed as President of the Company, and his base salary was increased to $630,000. On July 4, 2022, Mr. Rowland was hired as Group President, Gourmet Foods & Gift Baskets with an annual base salary of $450,000. 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:

  36. Compensation Discussion and Analysis

    | ● | Delivering annual incentive opportunities and payments through a structured, performance driven, objective mechanism. |

  37. Compensation Discussion and Analysis

    During Fiscal 2023, Mr. J. McCann was not eligible to receive annual incentive awards under the Company’s Sharing Success Program. Upon his appointment as Chief Executive Officer, Mr. J. McCann will be eligible to receive annual incentive awards under the Company’s Sharing Success Program for Fiscal 2024. See “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Employment Agreements.” Sharing Success Program. The Sharing Success Program is intended to cover management positions, including the NEOs other than, prior to Fiscal 2024, Mr. J. McCann. Each eligible plan participant is assigned a target award (expressed as a percentage of base salary), which represents the level of incentive award the participant can expect to earn in the event all performance measures are achieved at 100% during the ensuing fiscal year. For each fiscal year, specific performance measures are established by the Compensation Committee that reflect the key strategic and business goals established by the business plan for that year. The following EBITDA, revenue and strategic initiatives measures were utilized in setting performance objectives for Fiscal 2023:

  38. Compensation Discussion and Analysis

    | | Target Award | Weighting of Performance Measures | | | | | Name | (% of Salary) | EBITDA | Revenue | Strategic Initiatives | Subtotal | | Christopher G. McCann | 100.0% | 75.0% | 25.0% | n/a% | 100.0% | | Former Chief Executive Officer, | | | | | | | current Director (1) | | | | | | | William E. Shea | 85.0% | 60.0% | 15.0% | 25.0% | 100.0% | | Senior Vice President, Treasurer, | | | | | | | and Chief Financial Officer | | | | | | | James F. McCann (1)(2) | n/a | n/a | n/a | n/a | n/a | | Executive Chairman, Chief Executive Officer | | | | | | | Thomas Hartnett | 90.0% | 60.0% | 15.0% | 25.0% | 100.0% | | President, 1-800-Flowers.com, Inc. | | | | | | | Joseph Rowland | 65.0% | 60.0% | 15.0% | 25.0% | 100.0% | | Group President, Gourmet Foods & | | | | | | | Gift Baskets | | | | | |

  39. Compensation Discussion and Analysis

    | (2) Under the Company’s employment agreement with Mr. J. McCann, he did not participate in the Company’s non-equity-based bonus program with respect to Fiscal 2023. See “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Employment Agreements”. |

  40. Compensation Discussion and Analysis

    In Fiscal 2023, the weightings of performance measures were modified to afford 60% to Plan EBITDA, 15% to Plan Revenue, and 25% to Strategic Initiatives for certain senior level executives. For all other eligible NEOs, including the CEO, the weightings of performance measures were allocated 75% to Plan EBITDA and 25% to Plan Revenue. 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.

  41. 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% | | | | |

  42. Compensation Discussion and Analysis

    | | Performance/Payout Relationship ($’s in thousands) | | | | | | Calculation of Target Award Earned | | | | Threshold | | Target | | Maximum | | | Target | | Performance Metric | Performance Measures | Payout % | Performance Measures | Payout % | Performance Measures | Payout % | Actual Performance | Award Multiple | | Company-wide Performance (1) | | | | | | | | | | Adjusted EBITDA and Revenue Measures: | | | | | | | | | | Adjusted EBITDA (pre-bonus) | $101,981 | 50.0% | $113,312 | 100.0% | $169,968 | 200.0% | $101,984 | 50.0% | | Adjusted Revenue | $2,049,093 | 50.0% | $2,156,940 | 100.0% | $2,264,787 | 200.0% | $2,017,854 | 0.0% | | Strategic Initiatives | (2) | 50.0% | (2) | 100.0% | $(2) | 200.0% | (2) | (2) |

  43. 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 litigation settlements and transaction costs. The Revenue Measure is determined excluding the impact of acquisitions. | | (2) Strategic Initiatives with respect to each of Messrs. Shea, Hartnett, and Rowland were based on individual performance and business objectives. Mr. Shea’s Strategic Initiatives were tied to achievement of specified operational cost saving targets. Based upon achievement levels in excess of target, Mr. Shea earned 100% of his Strategic Initiative target payout. Mr. Hartnett’s Strategic Initiatives were tied to driving organizational transformation, focused on cost rationalization and executive team alignment on operational and Company-wide strategic initiatives. Mr. Hartnett earned 75% of his Strategic Initiative target payout. Mr. Rowland’s Strategic Initiatives were tied to developing and implementing an operational excellence continuous improvement program, focused on creating customer value, while generating operational efficiency. Mr. Rowland earned 85% of his Strategic Initiative target payout. |

  44. Compensation Discussion and Analysis

    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 Rowland earned 100%, 75% and 85% of the target award, respectively, with respect to their Strategic Initiatives. The Company-wide actual award multiple for Fiscal 2022, 2021, 2020 and 2019, was 0%, 178.8%, 189.6% and 113.0% of the target award, respectively. See “Summary Compensation Table — Non-Equity Incentive Plan Compensation” for payout amounts for Fiscal 2023, 2022 and 2021. Beginning in Fiscal 2024, in light of Mr. J. McCann’s appointment to the position of Chief Executive Officer, he will become a participant in the Company’s Sharing Success Program with his target award equal to 100% of his base salary. See “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Employment Agreements”. 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. 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 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 2023. For Fiscal 2023, the Compensation Committee determined, in consultation with its independent compensation consultant, to grant equity awards to management level employees, each comprising 30% restricted stock and 70% stock options. These awards were granted November 8, 2022, and vest ratably over three years of continued employment. 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. In order to create additional incentives and reward the Company’s Executive Officers for achievement of sustained double-digit top-line growth, the Compensation Committee had consulted with its independent compensation consultant to introduce a supplemental long-term incentive program and grant one-time awards under the program in Fiscal 2022. The consultant considered an analysis of competitive compensation practices and the Company’s revenue projections at the time the awards were granted. The Compensation Committee approved one-time awards under the program for NEOs other than Mr. J. McCann and Mr. Rowland with a grant date of November 2, 2021, consisting of performance shares with a three-year performance period commencing with Fiscal 2022. The shares earned under the awards during the performance period vest in equal installments subject to the executive’s continued employment with the Company on the fourth and fifth anniversaries of the date of grant. The number of shares that may be earned under the awards during the performance period is based on achievement of three-year compound annual growth in revenue (CAGR), with 50%, 100% and 200% of the target shares, respectively, earned for achievement of three-year CAGR of 12%, 15% and 20%, relative to Fiscal 2021. Based on Fiscal 2022 and 2023 performance and current revenue projections for future years, threshold performance required to earn the minimum number of shares under the awards is not expected to be achieved. 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 2023, 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 We do not routinely provide any significant perquisites to our NEOs. Except for Messrs. J. McCann’s and C. McCann’s perquisites, which are disclosed in the Summary Compensation Table, the value of perquisites to each other NEO in Fiscal 2023 did not exceed $10,000. Severance/Change of Control We do not maintain any severance or change of control plans or agreements. However, pursuant to the terms of employment agreements and incentive plans, certain NEOs are eligible to receive severance and other benefits in the case of certain termination events and in the case of a change of control. See “Potential Payments upon Termination and Change of Control” below. Executive Stock Ownership Guidelines The Board of Directors has adopted stock ownership guidelines for certain of the Company’s executives, including the NEOs, to further align the interests and actions of the executives with the interests of the Company’s stockholders. The ownership guidelines are based on each executive owning a number of shares with a total market value equal to a multiple of five times the executive’s base salary in the case of the Messrs. J. McCann and C. McCann and two times the executive’s base salary in the case of the other NEOs as determined in accordance with the ownership guidelines. Qualifying shares for purposes of the ownership guidelines include shares acquired on the open market or by the exercise of stock options or pursuant to the 2003 Plan, restricted stock and restricted stock units, deferred stock units and shares owned in a trust or by a spouse and/or minor children, and shares subject to the executive’s vested and unvested stock options. The executives are required to achieve the share ownership under the guidelines within the later of five years from the date of hire or three years after the executive becomes subject to the guidelines. Clawback Policy

  45. Compensation Discussion and Analysis

    The Board of Directors has adopted a clawback policy that provides for the recoupment of the excess incentive compensation paid to Executive Officers, including the Named Executive Officers, in the event of an accounting restatement due to material noncompliance with financial reporting requirements in accordance with Nasdaq listing standards and Exchange Act Rule 10D-1. The policy applies to compensation that is granted, earned, or vested based in whole or in part upon the attainment of a financial reporting measure and provides for the reimbursement or forfeiture by the Executive Officer of the excess portion of the compensation received by the Executive Officers during the three preceding fiscal years. Management’s Role in Setting Executive Compensation Although the Compensation Committee establishes the Company’s compensation philosophy and makes the final determinations on all compensation paid to our Executive Officers, the Chief Executive Officer works closely with the Chief Human Resources Officer to develop compensation programs and policies and make recommendations for approval by the Compensation Committee regarding annual adjustments to other Executive Officers’ salaries and incentive award opportunities. Role of Compensation Consultant The Compensation Committee has retained the services of Pearl Meyer to provide specialized information and targeted research, including advising on market compensation data for base salary, bonus targets and long-term incentives, assisting in the design of annual and long-term incentive programs, and advising on CEO and Executive Chairman compensation. Pearl Meyer did not perform any other services for the Company. Compensation Deductibility Policy Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) generally places a limit of $1 million on the amount of compensation a public company can deduct in any year for each of its “covered employees” (which, under current law, includes the current and certain former Named Executive Officers). Although the Compensation Committee takes into account the deductibility of compensation as a factor in determining executive compensation, the Compensation Committee believes that its primary responsibility is to provide a compensation program that is designed to attract, retain and reward the executive talent necessary to the success of the Company. Accordingly, the Compensation Committee has retained the discretion to approve compensation that is not deductible under Section 162(m).

  46. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE Set forth below is summary compensation information for each person who was: (1) at any time during Fiscal 2023, our Chief Executive Officer or Chief Financial Officer, and (2) at July 2, 2023, one of our three most highly compensated Executive Officers, other than the Chief Executive Officer and the Chief Financial Officer.

  47. SUMMARY COMPENSATION TABLE

    | | | | | | Non-Equity | | | | | | | | | Incentive Plan | All Other | | | | | Salary | Stock | Option | Compensation | Compensation | | | | | (1) | Awards (2) | Awards (3) | (4) | (5) | Total | | Name and Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | | Christopher G. McCann | 2023 | 775,000 | 363,383 | 1,015,909 | 290,625 | 46,330 | 2,491,246 | | Former Chief Executive Officer, | 2022 | 789,904 | 4,000,026 | - | - | 28,255 | 4,818,185 | | current Director (6) | 2021 | 775,000 | 968,750 | - | 1,385,700 | 28,255 | 3,157,705 | | William E. Shea | 2023 | 550,000 | 247,572 | 692,130 | 257,125 | 750 | 1,747,577 | | Senior Vice President, Treasurer, | 2022 | 560,577 | 960,025 | - | - | 750 | 1,521,352 | | and Chief Financial Officer | 2021 | 550,000 | 632,500 | - | 786,720 | 750 | 1,969,970 | | James F. McCann | 2023 | 975,000 | 274,296 | 766,849 | - | 1,023,420 | 3,039,565 | | Executive Chairman, Chief | 2022 | 993,750 | 731,250 | - | - | 1,004,055 | 2,729,055 | | Executive Officer (6) | 2021 | 975,000 | 5,731,250 | - | - | 1,002,504 | 7,708,754 | | Thomas Hartnett | 2023 | 630,000 | 283,582 | 792,801 | 276,413 | 750 | 1,983,546 | | President, 1-800-Flowers.com, | 2022 | 554,231 | 1,562,485 | - | - | 750 | 2,117,466 | | Inc. | 2021 | 497,404 | 810,875 | - | 715,200 | 750 | 2,024,229 | | Joseph Rowland (7) | 2023 | 448,270 | 359,722 | 306,740 | 149,906 | 750 | 1,265,388 | | Group President, Gourmet Foods | | | | | | | | | & Gift Baskets | | | | | | | |

  48. 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 year 2023, which ended on July 2, 2023, consisted of 52 weeks. Fiscal years 2022 and 2021, which ended on July 3, 3022 and June 27, 2021, consisted of 53 and 52 weeks, respectively. |

  49. SUMMARY COMPENSATION TABLE

    | (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,” for all time and performance-based share awards granted in fiscal years 2023, 2022 and 2021. These award fair values have been determined based on the assumptions set forth in Note 13, “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 July 2, 2023. For Fiscal 2023, all stock awards reported in this column are time-vested restricted stock awards. In Fiscal 2022, there were two performance-based equity incentive awards, an annual Fiscal 2022 performance-based award and a supplemental three-year performance award (Fiscal 2022 through Fiscal 2024). The Company-wide threshold equity plan performance measures associated with the annual Fiscal 2022 performance-based equity award were not achieved, and therefore, no equity shares related to Fiscal 2022 performance under this program were earned, and therefore, no related compensation expense was recorded. In addition, based upon performance in Fiscal 2022 and Fiscal 2023, the supplemental three-year Company-wide threshold equity plan performance measures are not expected to be achieved, and therefore, no equity shares related to this grant are expected to be earned, and no related compensation expense was recorded. In Fiscal 2021, the performance-based award resulted in a pay-out of 100%. |

  50. SUMMARY COMPENSATION TABLE

    | (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 2023. The award fair value has been determined based on the assumptions set forth in Note 13, “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 July 2, 2023. |

  51. SUMMARY COMPENSATION TABLE

    | (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 2023, 2022 and 2021, were paid during the first quarter of the following respective years. The payout ratio was 37.5% for Mr. C. McCann, 55.0% for Mr. Shea, 48.8% for Mr. Hartnett and 51.3% for Mr. Rowland of the target awards during Fiscal 2023. The payout ratio was 0% and 178.8% of the target awards for all NEOs during Fiscal 2022 and Fiscal 2021, respectively. |

  52. SUMMARY COMPENSATION TABLE

    | (5) Other annual compensation consists of the Company’s contribution to a Qualified 401(k) Plan ($750 in Fiscal 2023, Fiscal 2022, and Fiscal 2021). Messrs. J. McCann and C. McCann’s other annual 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 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, 2022 or 2021, but, on an annual basis for those years, the Company credited an amount equal to Mr. J. McCann’s base salary, which in each of Fiscal 2023, 2022 and 2021, amounted to $975,000, to his retirement account under the Company’s Nonqualified Supplemental Deferred Compensation Plan. Such amounts are included within all other compensation. |

  53. SUMMARY COMPENSATION TABLE

    | (6) Mr. C. McCann served as Chief Executive Officer from June 2016 until July 2, 2023. Mr. J. McCann was appointed Chief Executive Officer as of July 3, 2023. |

  54. SUMMARY COMPENSATION TABLE

    | (7) Mr. Rowland joined the Company on July 5, 2022. |

  55. 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 July 2, 2023. The compensation plans under which the grants in the following table were made are described in the Compensation Discussion and Analysis section above.

  56. GRANTS OF PLAN-BASED AWARDS

    | | | | | | | All Other | All Other | | | | | | | | | | Stock Awards: | Option Awards: | Exercise or | Grant Date | | | | | Estimated Future Payouts | | | Number of | Number of | Base | Fair Value | | | | | Under Non-Equity Incentive | | | Shares of | Securities | Price of | of Stock | | | | | Plan Awards | | | Stock or | Underlying | Option | and Option | | | Grant | Approval | Threshold | Target | Maximum | Units | Options | Awards | Awards | | Name | Date | Date (1) | ($) | ($) | ($) | (#) | (#) | ($/Sh) | ($) | | Christopher G. McCann(2) | | | 290,625 | 775,000 | 1,550,000 | | | | | | Former Chief Executive Officer,(3) | 11/8/2022 | 10/26/2022 | | | | | 198,002 | 8.59 | 1,015,909 | | current Director(4) | 11/8/2022 | 10/26/2022 | | | | 42,303 | | | 363,383 | | William E. Shea(2) | | | 58,438 | 467,500 | 935,000 | | | | | | Senior Vice President, Treasurer,(3) | 11/8/2022 | 10/26/2022 | | | | | 134,897 | 8.59 | 692,130 | | and Chief Financial Officer(4) | 11/8/2022 | 10/26/2022 | | | | 28,821 | | | 247,572 | | James F. McCann(5) | | | - | - | - | | | | | | Executive Chairman,(3) | 11/8/2022 | 10/26/2022 | | | | | 149,460 | 8.59 | 766,849 | | Chief Executive Officer(4) | 11/8/2022 | 10/26/2022 | | | | 31,932 | | | 274,296 | | Thomas Hartnett(2) | | | 70,875 | 567,000 | 1,134,000 | | | | | | President, 1-800-Flowers.com,(3) | 11/8/2022 | 10/26/2022 | | | | | 154,518 | 8.59 | 792,801 | | Inc.(4) | 11/8/2022 | 10/26/2022 | | | | 33,013 | | | 283,582 | | Joseph Rowland(2) | | | 36,563 | 292,500 | 585,000 | | | | | | Group President,(3) | 11/8/2022 | 10/26/2022 | | | | | 59,784 | 8.59 | 306,740 | | Gourmet Foods &(4) | 11/8/2022 | 10/26/2022 | | | | 12,773 | | | 109,720 | | Gift Baskets(6) | 9/7/2022 | 6/29/2022 | | | | 36,711 | | | 250,002 |

  57. 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 the third business day after the date of the Company’s public disclosure of quarterly financial information (the “grant date”). |

  58. GRANTS OF PLAN-BASED AWARDS

    | (2) 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 2023, as approved by the Board of Directors, and as described in the Compensation Discussion and Analysis section. Payout of the annual performance cash incentive, where applicable, was made in September of Fiscal 2024 and is reflected in the Non-Equity Incentive Plan Compensation Column of the Fiscal 2023 Summary Compensation Table above. See “Compensation Discussion and Analysis — Elements of Compensation — Annual Cash Incentive and Sharing Success Program”. |

  59. GRANTS OF PLAN-BASED AWARDS

    | (3) The amounts in this row represent stock options granted under the Company’s long-term incentive equity awards program 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-third at the completion of each year of service following the November 8, 2022 grant date. The exercise price of the stock options is the opening price of the Company’s Class A Common Stock on the 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. See Note 13, “Stock Based Compensation,” in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for a description of the methodology and assumptions used in the valuations. |

  60. GRANTS OF PLAN-BASED AWARDS

    | (4) 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. |

  61. GRANTS OF PLAN-BASED AWARDS

    | (5) Under the Company’s employment agreement with Mr. J. McCann, he did not participate in the Company’s non-equity-based bonus program with respect to Fiscal 2023 as discussed under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Employment Agreements” below. |

  62. GRANTS OF PLAN-BASED AWARDS

    | (6) The amounts in this row represent time-based awards granted to Mr. Rowland in conjunction with his hiring. Subject to continued employment, the restricted shares will cliff vest three years from the date of grant. The last column of this row represents the grant date fair value of the restricted stock, computed in accordance with FASB ASC 718. |

  63. 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 2016 Agreement”). Under the JM 2016 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 is 75% of his salary in the form of equity awards under the 2003 Plan. As provided in the JM 2016 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 his appointment as Chief Executive Officer, Mr. J. McCann receives additional cash compensation equal to $1,000,000 per annum. In addition, in lieu of the annual contribution under the Company’s Nonqualified Supplemental Deferred Compensation Plan as provided in the JM 2016 Agreement, Mr. J. McCann has become a participant in the Company’s Sharing Success Plan with his annual bonus target equal to 100% of his base salary, in each case commencing with Fiscal 2024. Other than with respect to the applicable provisions of the JM 2016 Agreement regarding his additional position as Chief Executive Officer and compensation, all other terms and conditions of the JM 2016 Agreement continue in effect. On October 4, 2016, the Company entered into an employment agreement with Mr. C. McCann (the “CM 2016 Agreement” and together with the JM 2016 Agreement, the “2016 Agreements”). Under the CM 2016 Agreement, Mr. C. McCann became Chief Executive Officer (in addition to President and Director) of the Company, he is entitled to a minimum annual salary of $775,000, his target annual bonus is 100% of his salary and his target annual long-term incentive award value under the 2003 Plan is equal to 90% of his salary in the form of performance restricted shares. Effective July 2, 2018, the target annual long-term incentive award value for Mr. C. McCann under the 2003 Plan was modified to 150% of his salary. On June 29, 2023, Mr. C. McCann resigned from his position as Chief Executive Officer of the Company, effective July 3, 2023, and is taking a leave of absence. During his leave of absence, Mr. C. McCann continues to serve as a Board member of the Company, and to serve on the board and as an officer of various subsidiaries of the Company, and continues to be an employee of the Company with the base salary, compensation and benefits specified in the CM 2016 Agreement, as modified. Other than with respect to the applicable provisions of section 3 of the CM 2016 Agreement regarding his position, all other terms and conditions of the CM 2016 Agreement continue in effect. Under the 2016 Agreements, Messrs. J. McCann and C. McCann agreed to extend the period during which they are each 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. Each of these executives is also bound by non-solicitation and confidentiality provisions, which prohibit the executive from, among other things, disseminating or using confidential information about the Company in any way that would be adverse to the Company.

  64. 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 July 2, 2023 granted to each of the Company’s Named Executive Officers.

  65. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards | | | Stock Awards | | | | | | | | | | | | Equity Incentive | | | | | | | | | Plan | | | | | | | | | Awards: | | | | | | | | Equity | Market or | | | | | | | | Incentive | Payout | | | | | | Number | Market | Plan Awards: | Value of | | | | | | of | Value | Number of | Unearned | | | Number of | | | Shares or | of Shares | Unearned | Shares, | | | Securities | | | Units of | or | Shares, Units | Units | | | Underlying | | | Stock | Units of | or Other | or Other | | | Unexercised | Option | | That | Stock That | Rights That | Rights That | | | Options | Exercise | Option | Have Not | Have Not | Have Not | Have Not | | | Unexercisable | Price | Expiration | Vested | Vested (1) | Vested | Vested (1) | | Name | (#) | ($/Opt) | Date | (#) | ($) | (#) | ($) | | | Stock Options | | | Restricted Stock | | Performance Awards | | | Christopher G. McCann | 198,002(2) | 8.59 | 11/8/2032 | | | | | | Former Chief Executive | | | | 42,303(3) | 329,963 | | | | Officer, current Director | | | | | | 46,832(4) | 365,286 | | | | | | 15,472(5) | 120,682 | | | | William E. Shea | 134,897(2) | 8.59 | 11/8/2032 | | | | | | Senior Vice President and | | | | 28,821(3) | 224,804 | | | | Chief Financial Officer | | | | | | 4,684(4) | 36,531 | | | | | | 10,102(5) | 78,796 | | | | James F. McCann | 149,460(2) | 8.59 | 11/8/2032 | | | | | | Executive Chairman, | | | | 31,932(3) | 249,070 | | | | Chief Executive Officer | | | | 149,611(6) | 1,166,966 | | | | | | | | 11,679(5) | 91,096 | | | | Thomas Hartnett | 154,518(2) | 8.59 | 11/8/2032 | | | | | | President | | | | 33,013(3) | 257,501 | | | | | | | | 60,778(7) | 474,068 | | | | | | | | | | 3,903(4) | 30,443 | | | | | | 8,784(3) | 68,515 | | | | | | | | 12,500(8) | 97,500 | | | | Joseph Rowland | 59,784(2) | 8.59 | 11/8/2032 | | | | | | Group President, Gourmet Foods | | | | 12,773(3) | 99,629 | | | | & Gift Baskets | | | | 36,711(9) | 286,346 | | |

  66. 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 $7.80 on June 30, 2023. |

  67. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (2) Represents equity awards under the Company’s Long-Term Incentive Equity Awards program. Options vest at a rate of one-third at the completion of each year of service following the November 8, 2022 grant date. |

  68. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (3) 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. |

  69. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (4) Amounts shown relate to Fiscal 2022 awards under the Company’s supplemental long-term incentive equity awards program, and represent the threshold number of performance shares that could be earned if the Company achieves its threshold revenue CAGR over the three-year period including Fiscal 2022 through Fiscal 2024. Actual shares earned can range from 0-200% of the target amount. At the Company’s projected revenue level, approximately 0% of the targeted award is expected to be achieved. See “Compensation Discussion and Analysis — Long Term Incentive Equity Awards.” |

  70. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (5) Amounts shown represent performance shares that were earned in Fiscal 2021 under the Company’s Long-Term Incentive Equity Awards program, based upon achievement of targeted financial performance during Fiscal 2021. See “Compensation Discussion and Analysis — Long Term Incentive Equity Awards.” These restricted shares vest at a rate of one-third at the completion of each year of service following the November 3, 2020 grant date. |

  71. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (6) 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). |

  72. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (7) Represents equity awards under the Company’s Long-Term Incentive Equity Awards program. These restricted share awards cliff vest at the completion of three years of service following the May 3, 2022 grant date. |

  73. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (8) Represents equity awards under the Company’s Long-Term Incentive Equity Awards program. These restricted share awards cliff vest at the completion of three years of service following the November 3, 2020 grant date. |

  74. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (9) Represents equity awards under the Company’s Long-Term Incentive Equity Awards program. These restricted share awards cliff vest at the completion of three years of service following the September 7, 2022 grant date. |

  75. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table sets forth all stock option exercises and vesting of stock awards for each of the Company’s Named Executive Officers during the fiscal year ended July 2, 2023.

  76. OPTION EXERCISES AND STOCK VESTED

    | | Stock Awards | | | | Number of Shares Acquired on Vesting | Value Realized on Vesting (1) | | Name | (#) | ($) | | Christopher G. McCann | 40,255 | 338,982 | | Former Chief Executive Officer, | | | | current Director | | | | William E. Shea | 24,172 | 203,193 | | Senior Vice President, Treasurer and | | | | Chief Financial Officer | | | | James F. McCann | 30,385 | 255,868 | | Executive Chairman, Chief Executive Officer | | | | Thomas Hartnett | 44,951 | 382,264 | | President, 1-800-Flowers.com, Inc. | | | | Joseph Rowland | - | - | | Group President, Gourmet Foods | | | | & Gift Baskets | | |

  77. 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. |

  78. EQUITY COMPENSATION PLAN INFORMATION

    EQUITY COMPENSATION PLAN INFORMATION The following table displays certain information regarding our equity compensation plans at July 2, 2023.

  79. EQUITY COMPENSATION PLAN INFORMATION

    | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted- average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | Plan category | (a) | (b) | (c) | | Equity compensation plans approved by security holders | 2,285,608 | $8.59 | 481,157 | | Equity compensation plans not approved by security holders | - | - | - | | Total | 2,285,608 | $8.59 | 481,157 |

  80. EQUITY COMPENSATION PLAN INFORMATION

    Securities set forth under “Equity compensation plans approved by security holders” are to be issued, or available for issuance, under the 2003 Plan.

  81. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION During Fiscal 2023, 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.

  82. NONQUALIFIED DEFERRED COMPENSATION

    | | | | | Aggregate | Aggregate | | | Executive | Registrant | Aggregate | Withdrawals/ | Balance | | | Contributions | Contributions | Earnings | Distributions | at Last | | | in Last FY | in Last FY (1) | in Last FY | in Last FY | FYE(1) | | Name | ($) | ($) | ($) | ($) | ($) | | Christopher G. McCann | 152,762 | | 247,970 | | 1,994,161 | | Former Chief Executive Officer, | | | | | | | current Director | | | | | | | William E. Shea | 94,627 | | 83,680 | | 812,885 | | Senior Vice President, Treasurer and | | | | | | | Chief Financial Officer | | | | | | | James F. McCann | 908,025 | 943,463 | 2,659,346 | (758,060) | 16,783,796 | | Executive Chairman, Chief Executive Officer | | | | | | | Thomas Hartnett | 150,937 | | 26,827 | | 779,791 | | President, 1-800-Flowers.com, Inc. | | | | | | | Joseph Rowland | - | - | - | - | - | | Group President, Gourmet Foods & | | | | | | | Gift Baskets | | | | | |

  83. NONQUALIFIED DEFERRED COMPENSATION

    | (1) Contributions made by the Company and NEOs are reported as NEO compensation in the Summary Compensation Table. The registrant contribution for Mr. J. McCann was recorded as compensation expense during Fiscal 2023, and is included in both the Registrant Contributions and the Aggregate Balance at Last FYE in the table above, but was paid into the Nonqualified Supplemental Deferred Compensation Plan during the first quarter of fiscal year 2024. The amount in the Aggregate Balance at Last FYE column includes $1,660,000 for Mr. C. McCann, $641,000 for Mr. Shea, $12,121,000 for Mr. J. McCann, $696,000 for Mr. Hartnett and $0 for Mr. Rowland, in each case, that was reported as compensation for the NEO in the Summary Compensation Table. |

  84. POTENTIAL PAYMENTS UPON TERMINATION AND CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION AND CHANGE OF CONTROL The Company does not have a formalized severance policy. 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. James McCann and Christopher McCann were calculated and presented in accordance with the provisions of their respective employment agreements. For Fiscal 2023, 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 NEOs under existing agreements, plans or arrangements, for various scenarios involving a change of control or termination of employment, assuming a June 30, 2023 termination date and change of control date, as applicable, and using the closing price of the Company’s Class A Common Stock on June 30, 2023, the business day immediately preceding the last day of our fiscal year ($7.80). 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 30, 2023. The amounts shown also do not include account balances under the Company’s Nonqualified Supplemental Deferred Compensation Plan reported under “Nonqualified Deferred Compensation” above. 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.

  85. Christopher G. McCann

    | | Triggering Event | | | | Estimated Potential Payment or Benefit | Change of Control | Termination Without Cause/ Resignation for Good Reason (per Employment Agreement) | Death/ Disability | | Lump sum cash severance payment (1) | $4,875,000 | $4,875,000 | $- | | Intrinsic value of accelerated unvested stock options (2) | - | - | - | | Accelerated vesting of restricted shares (3) | 450,645 | - | 450,645 | | Accelerated vesting of performance shares (4) | 365,286 | - | 386,286 | | Continuing health and welfare benefits for five years (5) | 123,265 | 123,265 | - | | Total | $5,814,196 | $4,998,265 | $815,931 |

  86. William E. Shea

    | | Triggering Event | | | | Estimated Potential Payment or Benefit | Change of Control | Termination Without Cause | Death/ Disability | | Lump sum cash severance payment (6) | $550,000 | $550,000 | $- | | Intrinsic value of accelerated unvested stock options (2) | - | - | - | | Accelerated vesting of restricted shares (3) | 303,599 | - | 303,599 | | Accelerated vesting of performance shares (4) | 36,531 | - | 36,531 | | Continuing health and welfare benefits (5) | - | - | - | | Total | $890,131 | $550,000 | $340,131 |

  87. James F. McCann

    | | Triggering Event | | | | Estimated Potential Payment or Benefit | Change of Control | Termination Without Cause/ Resignation for Good Reason (per Employment Agreement) | Death/ Disability | | Lump sum cash severance payment (7) | $7,375,000 | $7,375,000 | $- | | Intrinsic value of accelerated unvested stock options (2) | - | - | - | | Accelerated vesting of restricted shares (3) | 1,507,132 | - | 1,507,132 | | Accelerated vesting of performance shares (4) | - | - | - | | Continuing health and welfare benefits for five years (5) | 123,265 | 123,265 | - | | Total | $9,005,397 | $7,498,265 | $1,507,132 |

  88. Thomas Hartnett

    | | Triggering Event | | | | Estimated Potential Payment or Benefit | Change of Control | Termination Without Cause | Death/ Disability | | Lump sum cash severance payment (8) | $630,000 | $630,000 | $- | | Intrinsic value of accelerated unvested stock options (2) | - | - | - | | Accelerated vesting of restricted shares (3) | 897,585 | - | 897,585 | | Accelerated vesting of performance shares (4) | 30,443 | - | 30,443 | | Continuing health and welfare benefits (5) | - | - | - | | Total | $1,558,028 | $630,000 | $928,028 |

  89. Joseph Rowland

    | | Triggering Event | | | | Estimated Potential Payment or Benefit | Change of Control | Termination Without Cause | Death/ Disability | | Lump sum cash severance payment (9) | $17,308 | $17,308 | $- | | Intrinsic value of accelerated unvested stock options (2) | - | - | - | | Accelerated vesting of restricted shares (3) | 385,975 | - | 385,975 | | Accelerated vesting of performance shares (4) | - | - | - | | Continuing health and welfare benefits (5) | - | - | - | | Total | $403,283 | $17,308 | $385,975 |

  90. Joseph Rowland

    | (1) Mr. Christopher McCann is entitled to severance pursuant to his employment agreement which entitles him to $1,000,000, plus the base salary payable to him for the then remaining duration of the term of his contract. As of June 30, 2023, Mr. McCann’s base salary was $775,000, and his employment agreement provided for a remaining term of five years. |

  91. Joseph Rowland

    | (2) Represents the intrinsic value of accelerated unvested stock options. Intrinsic value is the difference between the exercise price of the stock option and the closing price of the Company’s Class A Common Stock on June 30, 2023 ($7.80). All unvested stock options have an exercise price in excess of the closing price on June 30, 2023. |

  92. Joseph Rowland

    | (4) The value of accelerated unvested performance shares at threshold was calculated using the closing price of the Company’s Class A Common Stock on June 30, 2023 ($7.80). Refer to the column titled “Market or Payout Value of Unearned Shares or Units of Stock that Have Not Vested” within the “Outstanding Equity Awards at Fiscal Year End” table. |

  93. Joseph Rowland

    | (5) Represents the estimated cost of paying for continuing medical, dental, life and long-term disability for five years for Messrs. C. McCann and J. McCann. The amounts for medical and dental insurance coverage are based on rates charged to the Company’s employees for post-employment coverage provided in accordance with the Consolidated Omnibus Reconciliation Act of 1985, or COBRA. The costs of providing the other insurance coverage are based on quoted amounts for 2023, adjusted by a 7.5% inflation factor, compounded annually. |

  94. Joseph Rowland

    | (6) Mr. Shea does not have an employment agreement. Absent any special arrangements approved by the Compensation Committee or the Board of Directors, for purposes of this computation, Mr. Shea was deemed to receive two weeks of severance for each completed year of service with the Company, capped at a maximum of one year of severance. As of June 30, 2023, Mr. Shea’s base salary was $550,000. |

  95. Joseph Rowland

    | (7) Mr. James McCann is entitled to severance pursuant to his employment agreement which entitles him to $2,500,000, plus the base salary payable to him for the then remaining duration of the term of his contract. As of June 30, 2023, Mr. McCann’s base salary was $975,000, and his employment agreement provided for a remaining term of five years. |

  96. Joseph Rowland

    | (8) Mr. Hartnett does not have an employment agreement. Absent any special arrangements approved by the Compensation Committee or the Board of Directors, for purposes of this computation, Mr. Hartnett was deemed to receive two weeks of severance for each completed year of service with the Company, capped at a maximum of one year of severance. As of June 30, 2023, Mr. Hartnett’s base salary was $630,000. |

  97. Joseph Rowland

    | (9) Mr. Rowland does not have an employment agreement. Absent any special arrangements approved by the Compensation Committee or the Board of Directors, for purposes of this computation, Mr. Rowland was deemed to receive two weeks of severance for each completed year of service with the Company. As of June 30, 2023, Mr. Rowland’s base salary was $450,000. |

  98. EMPLOYMENT AGREEMENTS

    EMPLOYMENT AGREEMENTS The employment agreements of Messrs. James F. McCann and Christopher G. McCann provide for certain payments in the event of termination of employment. James F. McCann Upon termination without Good Cause (as defined in the JM 2016 Agreement) or resignation by Mr. J. McCann for Good Reason (as defined in the JM 2016 Agreement), within sixty days following the termination date, Mr. J. McCann is entitled to severance pay in the amount of $2,500,000 plus the base salary otherwise payable to him for the balance of the then current employment term and any base salary, bonuses, vacation and unreimbursed expenses accrued but unpaid as of the termination date, and health and life insurance coverage for himself and his dependents for the balance of the then current employment term. Upon termination for Good Cause, voluntary resignation without Good Reason or termination due to death, Mr. J. McCann is not entitled to any compensation from the Company, except for the payment of any base salary, bonuses, benefits or unreimbursed expenses accrued but unpaid as of the termination date. As discussed above, Mr. J. McCann is restricted from participating in a competitive business for a period of two years after a voluntary resignation or termination for Good Cause. He is also bound by 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. Christopher G. McCann Upon termination without Good Cause (as defined in the CM 2016 Agreement) or resignation by Mr. C. McCann for Good Reason (as defined in the CM 2016 Agreement), within sixty days following the termination date, Mr. C. McCann is entitled to severance pay in the amount of $1,000,000 plus the base salary otherwise payable to him for the balance of the then current employment term and any base salary, bonuses, vacation and unreimbursed expenses accrued but unpaid as of the termination date, and health and life insurance coverage for himself and his dependents for the balance of the then current employment term. Upon termination for Good Cause, voluntary resignation without Good Reason or termination due to death, Mr. C. McCann is not entitled to any compensation from the Company, except for the payment of any base salary, bonuses, benefits or unreimbursed expenses accrued but unpaid as of the termination date. As discussed above, Mr. C. McCann is restricted from participating in a competitive business for a period of two years after a voluntary resignation or termination for Good Cause. He is also bound by 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.

  99. 2003 LONG TERM INCENTIVE AND SHARE AWARD PLAN

    2003 LONG TERM INCENTIVE AND SHARE AWARD PLAN The 2003 Plan provides that, unless otherwise provided by the Compensation Committee at the time of the award grant, in the event of a change of control, (i) all outstanding awards pursuant to which the participant may have rights the exercise of which is restricted or limited, shall become fully exercisable immediately prior to the time of the change of control so that the shares subject to the award will be entitled to participate in the change of control transaction, and (ii) unless the right to lapse of restrictions or limitations is waived or deferred by a participant prior to such lapse, all restrictions or limitations (including risks of forfeiture and deferrals) on outstanding awards subject to restrictions or limitations under the 2003 Plan shall lapse, and all performance criteria and other conditions to payment of awards under which payments of cash, shares or other property are subject to 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 subject to the award will be entitled to participate in the change of control transaction.

  100. 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 Mr. C. McCann, who was our Chief Executive Officer during Fiscal 2023.

  101. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for non-PEO Named Executive Officers | Average Compensation Actually Paid to non-PEO Named Executive Officers | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income (Loss) (Thousands) | Adjusted EBITDA (Thousands) | | Year | (1)($) | (2)($) | (3)($) | (4)($) | (5)($) | (6)($) | (7)($) | (8)($) | | 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 |

  102. PAY VERSUS PERFORMANCE

    | (1) Amounts reported in this column are the amounts of total compensation reported for Mr. C. McCann (our former Chief Executive Officer) 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 Mr. C. McCann 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 2023, Mr. Shea, Mr. J. McCann, Mr. Hartnett, and Mr. Rowland; (ii) for 2022 and 2021, Mr. Shea, Mr. J. McCann, Mr. Hartnett, and 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 value based on the cumulative total shareholder return, 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 value based on the cumulative total shareholder return of the S&P Consumer Discretionary Index, the published industry index used in the performance graph for the fiscal year ended July 2, 2023, during the period from June 26, 2020 through the end of the applicable fiscal year, of a hypothetical investment of $100 as of the market close on June 26, 2020. A comparison of the cumulative total return of the S&P Consumer Discretionary Index is also included in the Annual Report of the Company being made available to stockholders currently with this Proxy Statement during the period from June 30, 2018 through July 2, 2023, and the NASDAQ Non-Financial Index during the period from June 30, 2018 through December 31, 2022. A comparison of the total return of the NASDAQ Non-Financial Index was presented in the previous Annual Report of the Company, however the NASDAQ Non-Financial Index is no longer available and has been replaced for purposes of the presentation in the Annual Report of the Company with the S&P 500 Consumer Discretionary Index as it contains S&P 500 companies classified as consumer discretionary companies based on GICS codes. | | (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 2023. Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA is determined on a pre-bonus basis, excluding: (i) the impact of acquisitions, (ii) stock-based compensation, (iii) non-qualified plan investment appreciation/depreciation, and (iv) certain items affecting period-to-period comparability, including litigation settlements and transaction costs. |

  103. Reconciliation of Summary Compensation Table “Total” to CAP to PEO and Average CAP to Other NEOs

    Reconciliation of Summary Compensation Table “Total” to CAP to PEO and Average CAP to Other NEOs For all equity awards, our methodology for calculating the fair value of awards remained consistent between the grant date fair value measurement and the subsequent fair value measurements, provided that certain changes to assumptions are reflected in subsequent fair value measurements to restricted stock awards based on movements in the Company’s stock price.

  104. Reconciliation of Summary Compensation Table “Total” to CAP to PEO and Average CAP to Other NEOs

    | | 2023 | | 2022 | | 2021 | | | | PEO ($) | Average of Other NEOs ($) | PEO ($) | Average of Other NEOs ($) | PEO ($) | Average of Other NEOs ($) | | Summary Compensation Table “Total” Compensation | 2,491,246 | 2,009,019 | 4,818,185 | 1,908,034 | 3,157,705 | 3,312,977 | | Value of stock awards and option awards included in Summary Compensation Table Total for the covered fiscal year | (1,379,291) | (930,923) | (4,000,026) | (995,568) | (968,750) | (1,899,906) | | Fair value at the covered fiscal year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | 1,217,012 | 837,836 | | 145,715 | 1,563,368 | 2,308,540 | | Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | (27,695) | (113,420) | (1,342,471) | (1,897,475) | 1,611,586 | 756,733 | | Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | (47,063) | (28,239) | (17,198) | 20,385 | 97,236 | 153,095 | | CAP Amounts (as calculated) | 2,254,209 | 1,774,272 | (541,510) | (818,909) | 5,461,145 | 4,631,438 |

  105. Relationship Between CAP and Performance

    Relationship Between CAP and Performance The following graphs address the relationship between CAP as disclosed in the Pay versus Performance Table and: (1) the Company’s Adjusted EBITDA, (2) the Company’s net income, and (3) Total shareholder return of the Company and both the S&P 500 Consumer Discretionary Index and NASDAQ Non-Financial Index. CAP reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, grant and vesting date fair values, various accounting valuation assumptions estimated based on applicable GAAP, and projected performance modifiers, but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price volatility and varying levels of projected and actual achievement of performance goals.

  106. Tabular List of Most Important Financial Performance Measures

    Tabular List of Most Important Financial Performance Measures The following is a list of the most important financial performance measures that the Company has used to link NEO compensation to Company performance for Fiscal 2023: 1. Revenue; and 2. Adjusted EBITDA (non-GAAP). See “Compensation Discussion and Analysis” for a discussion of how the above performance measures were used in our compensation program for Fiscal 2023.

  107. EXECUTIVE PAY RATIO

    EXECUTIVE PAY RATIO In accordance with the 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 2023 as we did in Fiscal 2022 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. This was a different associate from Fiscal 2021 because the associate used in Fiscal 2021 for our pay ratio disclosure was promoted. Instead, as permitted by SEC rules, we selected an associate with substantially similar compensation to the original median associate for Fiscal 2021. For purposes of identifying the median associate in Fiscal 2021, we took into account salary, bonus, and grant date fair value of restricted stock awards granted during Fiscal 2021 for all our employees as of June 28, 2021. We annualized this compensation for employees who did not work the entire year, except for employees designated as seasonal or temporary. For Fiscal 2023, Mr. C. McCann’s annual total compensation was $2,491,246, the annual total compensation of our median associate, other than Mr. C. McCann, was $33,857, and the ratio of those amounts is 74 to 1.

  108. 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. Julie Mulligan, the sister of Directors and Executive Officers, James F. McCann and Christopher G. McCann, was most recently employed as a Lifestyle and Floral Expert until her retirement on September 30, 2022. Ms. Mulligan’s compensation was unanimously approved by the Independent Directors of the Board. Ms. Mulligan earned $36,923 in Fiscal 2023. Ms. Mulligan was not eligible to receive a bonus under the Company’s Sharing Success Program for Fiscal 2023. James F. McCann III, the son of Executive Chairman and current CEO James F. McCann and nephew of Director and former CEO 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 $141,754 in Fiscal 2023 and received a $10,687 bonus for Fiscal 2023. Jenna Messer, the daughter of Director and former CEO Christopher G. McCann and niece of Executive Chairman and current CEO James F. McCann, is employed as Vice President, Performance Marketing. Ms. Messer’s compensation was unanimously approved by the Independent Directors of the Board. Ms. Messer earned $194,011 and received a $21,094 bonus for Fiscal 2023. In addition, Ms. Messer received 1,310 restricted shares, with a grant date fair value of $11,253 and 6,132 stock options, with a grant date fair value of $31,462, 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 8, 2022 grant date. The Company subleases a property located at 10 Grand Central, 155 East 44th Street, New York, New York 10017 to Clarim Holdings, LLC (“Clarim”), in which Executive Chairman and Chief Executive Officer James F. McCann owns a controlling interest and at which he is the sole member and manager. The sublease commenced in April 2022. During Fiscal 2023, the Company received $289,587 in rent payments from Clarim. October 30, 2023 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 Investor Relations 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 opinions on the effectiveness of the Company’s internal control over financial reporting as well as management’s assessment thereof. 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.

  109. CERTAIN BUSINESS RELATIONSHIPS WITH DIRECTORS AND OFFICERS

    We reviewed and discussed the audited consolidated financial statements and related footnotes for the fiscal year ended July 2, 2023 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 July 2, 2023, for filing with the Securities and Exchange Commission. Audit Committee Eugene F. DeMark (Chairman) James A. Cannavino Dina Colombo

  110. PROPOSAL 5

    PROPOSAL 5 APPROVAL OF THE AMENDMENT TO THE 2003 LONG TERM INCENTIVE AND SHARE AWARD PLAN, AS AMENDED AND RESTATED AS OF OCTOBER 15, 2020, TO INCREASE THE AUTHORIZED SHARES The 2003 Long Term Incentive and Share Award Plan, as amended and restated as of October 15, 2020 (the “Plan”), was amended by the Board on October 3, 2023, subject to approval by the Company’s stockholders, to increase the number of shares reserved for issuance under the Plan (the “Plan Amendment”). The Plan was initially adopted by the Board with an effective date of December 3, 2003, and was previously amended and restated as of October 22, 2009, amended as of October 28, 2011 and September 14, 2016, and amended and restated as of October 15, 2020, and was previously approved by the Company’s stockholders on December 3, 2003, December 12, 2011, December 13, 2016, and December 9, 2020, respectively. The Board is submitting the Plan Amendment to the Company’s stockholders at the Annual Meeting. If stockholder approval is obtained, the total number of shares available for issuance under the Plan will be increased by 4,000,000 shares of Common Stock. As of October 20, 2023, without giving effect to the Plan Amendment, an aggregate of 492,286 shares of Common Stock remained available for new Awards under the Plan. The Board believes that the availability of an adequate number of shares reserved for issuance under the Plan is an important factor in attracting, retaining, and motivating employees, consultants and Directors in order to achieve the Company’s long-term growth and profitability objectives. If the Plan Amendment is not approved, the number of shares currently available for Awards would not be sufficient to ensure that the Company will be able to continue to administer the equity component of its compensation program, placing the Company at a significant disadvantage in the ability to attract, retain and motivate key employees. In adopting the Plan Amendment, the Board considered the Company’s historical utilization of the share authorization under the Plan (its “burn rate”), as well as the potential dilution from outstanding and future grants of Awards under the Plan. The burn rate for a fiscal year is equal to the total number of equity awards the Company granted in the fiscal year divided by the weighted average number of shares of Common Stock outstanding during the year. The Board considered the Company’s average burn rate over the last three fiscal years, and, assuming a similar continued share utilization, estimated that the shares available for Awards after the increase of 4,000,000 shares would be sufficient to fund the Company’s equity compensation program for approximately three years. In addition, the potential dilution from outstanding and future grants of Awards after the increase of 4,000,000 shares would be approximately 11% of the total issued and outstanding shares of Common Stock.

  111. ANNEX A

    ANNEX A 1-800-FLOWERS.COM, INC. 2003 LONG TERM INCENTIVE AND SHARE AWARD PLAN (as amended and restated as of October 15, 2020, and amended as of October 3, 2023) 1. Purposes. The purposes of the 2003 Long Term Incentive and Share Award Plan are to advance the interests of 1-800-Flowers.com, Inc. and its shareholders by providing a means to attract, retain, and motivate employees, consultants and directors of the Company upon whose judgment, initiative and efforts the continued success, growth and development of the Company is dependent. 2. Definitions. For purposes of the Plan, the following terms shall be defined as set forth below: (a) “Affiliate” means any entity other than the Company and its Subsidiaries that is designated by the Board or the Committee as a participating employer under the Plan; provided, however, that the Company directly or indirectly owns at least 20% of the combined voting power of all classes of stock of such entity or at least 20% of the ownership interests in such entity. (b) “Award” means any Option, SAR, Restricted Share, Restricted Share Unit, Performance Share, Performance Unit, Dividend Equivalent, or Other Share-Based Award granted to an Eligible Person under the Plan. (c) “Award Agreement” means any written agreement, contract, or other instrument or document evidencing an Award. (d) “Beneficiary” means the person, persons, trust or trusts which have been designated by an Eligible Person in his or her most recent written beneficiary designation filed with the Company to receive the benefits specified under this Plan upon the death of the Eligible Person, or, if there is no designated Beneficiary or surviving designated Beneficiary, then the person, persons, trust or trusts entitled by will or the laws of descent and distribution to receive such benefits. (e) “Board” means the Board of Directors of the Company. (f) “Code” means the Internal Revenue Code of 1986, as amended from time to time. References to any provision of the Code shall be deemed to include successor provisions thereto and regulations thereunder. (g) “Committee” means the Compensation Committee of the Board, or such other Board committee (which may include the entire Board) as may be designated by the Board to administer the Plan; provided, however, that, unless otherwise determined by the Board, the Committee shall consist of two or more directors of the Company, each of whom is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, to the extent applicable, and each of whom is an “outside director” within the meaning of Section 162(m) of the Code, to the extent applicable; provided, further, that the mere fact that the Committee shall fail to qualify under either of the foregoing requirements shall not invalidate any Award made by the Committee which Award is otherwise validly made under the Plan. (h) “Company” means 1-800-Flowers.com, Inc., a corporation organized under the laws of Delaware, or any successor corporation. (i) “Director” means a member of the Board who is not an employee of the Company, a subsidiary or an Affiliate. (j) “Dividend Equivalent” means a right, granted under Section 5(g), to receive cash, Shares, or other property equal in value to dividends paid with respect to a specified number of Shares. Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award, and may be paid currently or on a deferred basis. (k) “Eligible Person” means (i) an employee or consultant of the Company, a Subsidiary or an Affiliate, including any director who is an employee, or (ii) a Director. Notwithstanding any provisions of this Plan to the contrary, an Award may be granted to an employee or consultant in connection with his or her hiring or retention prior to the date the employee or consultant first performs services for the Company, a Subsidiary or an Affiliate; provided, however, that any such Award shall not become vested prior to the date the employee or consultant first performs such services. (l) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time. References to any provision of the Exchange Act shall be deemed to include successor provisions thereto and regulations thereunder. (m) “Fair Market Value” means, with respect to Shares or other property, the fair market value of such Shares or other property determined by such methods or procedures as shall be established from time to time by the Committee. If the Shares are listed on any established stock exchange or a national market system, unless otherwise determined by the Committee in good faith, the Fair Market Value of Shares shall mean the closing price per Share on the date in question (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange or market system on which the Shares are traded, as such prices are officially quoted on such exchange. (n) “ISO” means any Option intended to be and designated as an incentive stock option within the meaning of Section 422 of the Code. (o) “NQSO” means any Option that is not an ISO. (p) “Option” means a right, granted under Section 5(b), to purchase Shares. (q) “Other Share-Based Award” means a right, granted under Section 5(h), that relates to or is valued by reference to Shares. (r) “Participant” means an Eligible Person who has been granted an Award under the Plan. (s) “Performance Share” means a performance share granted under Section 5(f). (t) “Performance Unit” means a performance unit granted under Section 5(f). (u) “Plan” means this 2003 Long Term Incentive and Share Award Plan. (v) “Restricted Shares” means an Award of Shares under Section 5(d) that may be subject to certain restrictions and to a risk of forfeiture. (w) “Restricted Share Unit” means a right, granted under Section 5(e), to receive Shares or cash at the end of a specified deferral period. (x) “Rule 16b-3” means Rule 16b-3, as from time to time in effect and applicable to the Plan and Participants, promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act. (y) “SAR” or “Share Appreciation Right” means the right, granted under Section 5(c), to be paid an amount measured by the difference between the exercise price of the right and the Fair Market Value of Shares on the date of exercise of the right, with payment to be made in cash, Shares, or property as specified in the Award or determined by the Committee. (z) “Shares” means common stock, $.01 par value per share, of the Company. (aa ) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations (other than the last corporation in the unbroken chain) owns shares possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. 3. Administration. (a) Authority of the Committee. The Plan shall be administered by the committee, and the Committee shall have full and final authority to take the following actions, in each case subject to and consistent with the provisions of the Plan: (i) to select Eligible Persons to whom Awards may be granted; (ii) to designate Affiliates; (iii) to determine the type or types of Awards to be granted to each Eligible Person;

  112. ANNEX A

    (a) Acceleration of Exercisability and Lapse of Restrictions. Unless otherwise provided by the Committee at the time of the Award grant, in the event of a Change of Control, (i) all outstanding Awards pursuant to which the Participant may have rights the exercise of which is restricted or limited, shall become fully exercisable immediately prior to the time of the Change of Control so that the Shares subject to the Award will be entitled to participate in the Change of Control transaction, and (ii) unless the right to lapse of restrictions or limitations is waived or deferred by a Participant prior to such lapse, all restrictions or limitations (including risks of forfeiture and deferrals) on outstanding Awards subject to restrictions or limitations under the Plan shall lapse, and all performance criteria and other conditions to payment of Awards under which payments of cash, Shares or other property are subject to 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 subject to the Award will be entitled to participate in the Change of Control transaction. (b) Definition of Change of Control. For purposes of this Section 7, “Change of Control” shall mean: (i) the consummation of a merger, consolidation or reorganization approved by the Company’s stockholders, unless securities representing more than fifty percent (50%) of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company’s outstanding voting securities immediately prior to such transaction; (ii) the consummation of any stockholder-approved transfer or other disposition of all of substantially all of the Company’s assets; or (iii) the acquisition after the Effective Date, directly or indirectly, by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company), of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities. 8. General Provisions. (a) Compliance with Legal and Trading Requirements. The Plan, the granting and exercising of Awards thereunder, and the other obligations of the Company under the Plan and any Award Agreement, shall be subject to all applicable federal, state and foreign laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required. The Company, in its discretion, may postpone the issuance or delivery of Shares under any Award until completion of such stock exchange or market system listing or registration or qualification of such Shares or other required action under any state or federal law, rule or regulation as the Company may consider appropriate, and may require any Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Shares in compliance with applicable laws, rules and regulations. No provisions of the Plan shall be interpreted or construed to obligate the Company to register any Shares under federal, state or foreign law. The Shares issued under the Plan may be subject to such other restrictions on transfer as determined by the Committee. (b) No Right to Continued Employment or Service. Neither the Plan nor any action taken thereunder shall be construed as giving any employee, consultant or director the right to be retained in the employ or service of the Company or any of its Subsidiaries or Affiliates, nor shall it interfere in any way with the right of the Company or any of its Subsidiaries or Affiliates to terminate any employee’s, consultant’s or director’s employment or service at any time. (c) Taxes. The Company or any Subsidiary or Affiliate is authorized to withhold from any Award granted, any payment relating to an Award under the Plan, including from a distribution of Shares, or any payroll or other payment to an Eligible Person, amounts of withholding and other taxes due in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Eligible Persons to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Shares or other property and to make cash payments in respect thereof in satisfaction of an Eligible Person’s tax obligations; provided, however, that the amount of tax obligations that may be satisfied by withholding Shares shall be limited to the liability determined at the maximum individual tax rate applicable in the relevant jurisdiction. (d) Changes to the Plan and Awards. The Board may amend, alter, suspend, discontinue, or terminate the Plan or the Committee’s authority to grant Awards under the Plan without the consent of shareholders of the Company or Participants, except that (i) any such amendment or alteration as it applies to ISOs shall be subject to the approval of the Company’s shareholders to the extent such shareholder approval is required under Section 422 of the Code, and (ii) any such amendment or alternation shall be subject to the approval of the Company’s shareholders to the extent such shareholder approval is required under the rules of any stock exchange or automated quotation system on which the Shares may then be listed or quoted; provided, however, that, without the consent of an affected Participant, no amendment, alteration, suspension, discontinuation, or termination of the Plan may materially and adversely affect the rights of such Participant under any Award theretofore granted to him or her. The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate, any Award theretofore granted, prospectively or retrospectively; provided, however, that, without the consent of a Participant, no amendment, alteration, suspension, discontinuation or termination of any Award may materially and adversely affect the rights of such Participant under any Award theretofore granted to him or her. (e) No Rights to Awards; No Shareholder Rights. No Eligible Person or employee shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Eligible Persons and employees. No Award shall confer on any Eligible Person any of the rights of a shareholder of the Company unless and until Shares are duly issued or transferred to the Eligible Person in accordance with the terms of the Award. (f) Unfunded Status of Awards. The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award shall give any such Participant any rights that are greater than those of a general creditor of the Company; provided, however, that the Committee may authorize the creation of trusts or make other arrangements to meet the Company’s obligations under the Plan to deliver cash, Shares, other Awards, or other property pursuant to any Award, which trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the Committee otherwise determines with the consent of each affected Participant.