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

Good day, and welcome to the 1-800-FLOWERS.COM, Inc. 2021 Annual Meeting of Stockholders. I would now like to turn the conference over to Jim McCann. Please go ahead.

Welcome to the 2021 Annual Meeting of Stockholders of 1- 800-FLOWERS.COM, Inc. It's now 9:00 am, 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 virtually via webcast. I would like to introduce our other Directors who are virtually present today. Chris McCann, who is our Chief Executive Officer and President, is here with us today. Also present are Michael Manley. He's our Senior Vice President and General Counsel and Corporate Secretary; Joseph Pititto, he's our Senior Vice President of Investor Relations; and William -- Bill Shea, he is our Senior Vice President, Treasury and Chief Financial Officer. This morning, our program will proceed as follows: First, our Corporate Secretary, Mr. Manley, will conduct the official business of the 2021 annual meeting. During this portion of the meeting, all discussion will be limited to the official business at hand. We will then answer any questions specifically related to the business of this annual meeting properly submitted prior to or during this meeting in accordance with our rules of conduct. At the conclusion of the stockholders question-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 12, 2021, was mailed an official notice of this meeting, commencing on October 25, 2021, and the proxy was also available online as of that date. As Chair presiding over the meeting, Mr. Jim McCann will appoint Mr. William Shea as the inspector of elections. Jim?

I hereby appoint William Shea as inspector of elections, and he will tabulate and report the results of the voting. Mr. Shea, Bill, please kindly present your preliminary report.

The proxies received have been examined, and I report that 52,794,988 shares, representing 303,190,694 votes, which is 95.19% of the total number of votes attributable, 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 2 agenda items this morning: The first is the election of Directors; and the second is the ratification of the appointment of BDO USA LLP as the company's independent registered public accountants for the fiscal year ending July 3, 2022. The first matter to be voted upon is the election of each of the 11 Directors to serve until the 2022 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. Celia R. Brown, James A. Cannavino, Dina Colombo, Eugene F. DeMark, Leonard J. Elmore, Adam Hanft, Stephanie Redish Hoffmann, Katherine Oliver and Larry Zarin. Jim?

Thank you, Michael. I move to nominate each of Celia R. Brown, James A. Cannavino, Dina Colombo, 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.

Thank you. 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 2022 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 July 3, 2022.

I move that the appointment of BDO USA LLP as the company's independent registered public accounting firm for the fiscal year ending July 3, 2022, be ratified.

Jim McCann here. I second that motion.

A motion has been made and seconded to ratify the Board of Directors' appointment of BDO USA LLP. 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. We'll pause to allow for that to happen. [Voting]

Bill?

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 [Technical Difficulty] [ 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 2022 Annual Meeting or until their successors are duly elected and qualified. And the proposal to ratify BDO USA LLP as the company's independent registered public accounting firm for the company's fiscal year ending July 3, 2022, 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 any 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?

Jim, we have received no questions, so we can proceed.

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

I second the motion.

Thank you, Chris. This concludes our 2021 annual meeting of stockholders. Thank you all for attending and for your interest.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.