1-800-FLOWERS.COM, Inc. (FLWS) Earnings Call Transcript & Summary

Welcome to the 2020 Annual Meeting for 1-800-FLOWERS.COM, Inc. Our host for today's call is Jim McCann, Chairman of the Board. [Operator Instructions] I will now turn the call over to your host, Mr. McCann. You may begin, sir.

Good morning, everyone. Welcome to the 2020 Annual Meeting of Stockholders of 1-800-FLOWERS.COM, Inc. It's now 9:00 a.m., and the meeting will please come to order. My name is Jim McCann, and as the Chairman of the Board, I will be presiding over this meeting. We are doing this meeting via webcast rather than in person for the first time because of the COVID-19 pandemic. I would like to introduce our other Directors who are virtually present today: Chris McCann, who's our Chief Executive Officer and President. Also present are Michael Manley, our Senior Vice President and General Counsel and Corporate Secretary; and Joseph Pititto, our Senior Vice President, Investor Relations. This morning, our program will proceed as follows. First, our Corporate Secretary, Mr. Manley, will conduct the official business of the 2020 annual meeting. During this portion of the meeting, all discussion will be limited to the official business at hand. We will then answer questions specifically related to the business of the annual meeting properly submitted prior to our during -- prior to or during this meeting in accordance with our rules of conduct. At the conclusion of the stockholders' questions-and-answer session, we will close the annual meeting. You may continue to vote and to submit your questions online during this meeting before the polls close. It is not necessary for stockholders to vote online if they have already sent in their proxy cards, unless they wish to change their vote. I will now turn the meeting over to Mr. Manley. Michael?

Thank you, Jim, and good morning, ladies and gentlemen. We will now proceed to the official business portion of this meeting. We have an affidavit from Broadridge Financial Solutions, Inc., certifying that each stockholder of record on October 13, 2020, was mailed an official notice of this meeting commencing on October 26, 2020, and the proxy was also available online as of that date. Unfortunately, the original inspector of elections is unavailable for this meeting today. Accordingly, as Chair presiding over the meeting, Mr. Jim McCann will appoint me as the inspector of elections. Jim?

I hereby appoint Michael Manley as inspector of elections, and he will tabulate and report the results of the voting. Mr. Manley, kindly present your preliminary report.

Thank you, Jim. The proxies received have been examined, and I report that 52,423,962 shares representing 307,524,230 votes, which is 96.19% of the total number of votes attributable to all shares of capital stock outstanding and entitled to vote at this meeting are represented by proxies. Based upon the above tabulations, a quorum is present, and this meeting may now proceed with its business. In order to expedite the flow of business at this meeting, we intend to adhere to the following procedures. Each of the matters to be discussed and acted upon by the stockholders today will be moved, seconded and discussed in the order set forth in the proxy statement. The actual vote on each item, however, will be deferred until all of the matters to be acted upon have been discussed. We have 4 agenda items this morning. The first is the election of Directors. The second is the ratification of the appointment of BDO USA LLP as the company's independent registered public accountants for fiscal year 2021. The third is the approval on an advisory basis of the company's executive compensation. And the fourth is the approval of the 2003 long-term incentive and share award plan as amended and restated October 15, 2020. The first matter to be voted upon is the election of each of the 11 Directors to serve until the 2021 Annual Meeting or until their successors are duly elected and qualified. Nominations are now in order for candidates for Directors. The current Board of Directors favors the election of each of the following individuals who are standing for election to serve as independent directors: Geralyn R. Breig, Celia R. Brown, James A. Cannavino, Eugene F. DeMark, Leonard J. Elmore, Adam Hanft, Stephanie Redish Hofmann, Katherine Oliver and Larry Zarin.

I move to nominate each of Geralyn R. Breig, Celia R. Brown, James A. Cannavino, Eugene F. DeMark, Leonard J. Elmore, Adam Hanft, Stephanie Redish Hofmann, Katherine Oliver and Larry Zarin for election as independent directors.

I second the motion.

And I move to nominate James McCann and Christopher McCann for election as Directors.

I second the motion.

A motion to nominate each of the company's 11 Directors to serve until the 2021 Annual Meeting or until their successors are duly elected and qualified has been made and seconded. The second order of business concerns the proposal to ratify the Board of Directors' appointment of BDO USA LLP as the company's independent registered public accounting firm for the fiscal year ending June 27, 2021.

I move that the appointment of BDO USA LLP as the company's independent registered public accounting firm for the year -- for the 2021 fiscal year be ratified.

And I second that motion.

A motion has been made and seconded to ratify the Board of Directors' appointment of BDO USA LLP. The third order of business concerns the proposal to approve on an advisory basis the compensation of the named executive officers as disclosed in the proxy statement.

I move that the executive compensation of the named executive officers as disclosed in the proxy statement be approved on an advisory nonbinding basis.

I second that motion.

A motion has been made and seconded to approve the executive compensation of the named executive officers as disclosed in the proxy statement on an advisory nonbinding basis. The fourth order of business concerns the proposal to approve the 2003 long-term incentive and share award plan, as amended and restated October 15, 2020, to increase the total number of shares of common stock available for issuance thereunder by 3,250,000 shares and to extend the term of the plan until October 15, 2030.

I move that the 2003 long-term incentive and share award plan, as amended and restated October 15, 2020, be approved.

I second the motion.

A motion has been made and seconded to approve the 2003 long-term incentive and share award plan as amended and restated October 15, 2020. We will now proceed to vote on the previously discussed motions. The polls for voting on each matter to be voted on at this time are open online, and you will be able to vote until the polls close momentarily. [Voting]

I now declare the polls closed, and as the inspector of elections will report on the results of the voting. Based upon the proxy holders and stockholders' votes, all those persons nominated for the Board of Directors have been elected to serve as a Director of the company until the 2021 Annual Meeting or until their successors are duly elected and qualified. The proposal to ratify BDO USA LLP as the company's independent registered public accounting firm for the company's fiscal year ending June 27, 2021, has been approved. The proposal to approve, on an advisory basis, the company's executive compensation has been approved. And the proposal to approve the 2003 long-term incentive and share award plan, as amended and restated October 15, 2020, has been approved. Thank you. That concludes the business portion of the meeting today. I will now turn the meeting over to Jim McCann.

Thank you, Michael. At this time, we would like to address questions specifically related to the business of this annual meeting from our stockholders that were submitted prior to the closing of the polls in accordance with our rules of conduct. Are there any questions?

There are no questions.

As there are no questions that were submitted prior to closing the polls, I move that this meeting be adjourned. May I have a second?

I second that motion.

This concludes our 2020 Annual Meeting of Stockholders. Thank you all for your attendance, and have a very happy holiday.

This now concludes the meeting. Thank you for joining, and have a pleasant day.