UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 9, 20155, 2018

        The 20152018 annual meeting of stockholders of FTD Companies, Inc. ("FTD" or the "Company") will be held on June 9, 2015,5, 2018, at 9:00 a.m. Central Time, at ourthe Company's corporate offices at 3113 Woodcreek Drive, Downers Grove, ILIllinois 60515, for the following purposes:

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to elect three directors to serve on our Board of Directors for a term of office to expire at the third annual stockholders' meeting of stockholders following their election, with each director to hold office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal;



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to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015;2018;



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to approve thean amendment and restatement ofto the FTD Companies, Inc. Third Amended and Restated 2013 Incentive Compensation Plan;



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to approve the FTD Companies, Inc. 2015 Employee Stock Purchase Plan; and



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to transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof.

        We are taking advantage of Securities and Exchange Commission rules that allow us to furnish proxy materials via the Internet. We believe that this approach provides a convenient way for stockholders to access their proxy materials and vote their shares, while lowering our printing and delivery costs and reducing the environmental impact associated with our annual meeting.

        Only stockholders of record at the close of business on April 16, 2015,10, 2018, the record date, are entitled to notice of and to vote at the annual meeting.

        Your vote is very important. Whether or not you plan to attend the annual meeting, we hope you will vote as soon as possible. Please vote before the annual meeting using the Internet, telephone or, if you received printed proxy materials, by signing, dating and mailing the proxy card in the pre-paid envelope, to ensure that your vote will be counted. Please review the instructions on each of your voting options described in the accompanying proxy statement or, if applicable, in the Notice of Internet Availability of Proxy Materials, or Notice, you received in the mail. Your proxy may be revoked before the vote at the annual meeting by following the procedures outlined in the accompanying proxy statement or, if applicable, the Notice you received in the mail.

		Sincerely,
		Robert S. ApatoffJohn C. Walden President, Chief Executive Officer and Director

Downers Grove, Illinois
April 28, 201526, 2018

FTD Companies, Inc.
3113 Woodcreek Drive
Downers Grove, Illinois 60515

PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 9, 20155, 2018

General

        This proxy statement is furnished to our stockholders in connection with the solicitation of proxies by our Board of Directors for use at our annual meeting of stockholders to be held on June 9, 2015,5, 2018, at 9:00 a.m. Central Time, at our corporate offices at 3113 Woodcreek Drive, Downers Grove, ILIllinois 60515, for the purposes of:

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electing three directors to serve on our Board of Directors for a term of office to expire at the third annual stockholders' meeting of stockholders following their election, with each director to hold office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal;



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ratifying the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015;2018;



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approving thean amendment and restatement ofto the FTD Companies, Inc. Third Amended and Restated 2013 Incentive Compensation Plan (the "Amended Plan");



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approving the FTD Companies, Inc. 2015 Employee Stock Purchase Plan (the "2015 ESPP""Amendment"); and



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transacting such other business as may properly come before the annual meeting or any adjournment or postponement thereof.

Separation from United Online, Inc.Chief Executive Officer and Chief Financial Officer

        On February 1, 2017, we announced the appointment of John C. Walden as President and Chief Executive Officer, effective March 1, 2017. Mr. Walden succeeded Christopher W. Shean, a member of our Board of Directors, who had served as Interim President and Chief Executive Officer since Robert S. Apatoff, our former President and Chief Executive Officer, stepped down from these positions and from our Board of Directors on November 3, 2016. Mr. Apatoff continued in a transitional advisory role to the Company through December 31, 2016. Mr. Walden was also appointed to our Board of Directors, effective as of March 1, 2013,2017. Mr. Shean remains on our Board of Directors.

        In connection with Mr. Apatoff's departure, in November 2016, the Company created a temporary Office of the Chief Executive Officer (the "Office of the CEO"), which was composed of Becky A. Sheehan, then our Chief Financial Officer; Helen Quinn, then our Executive Vice President, U.S. Consumer Floral; and Scott D. Levin, Executive Vice President, General Counsel and Secretary. Ms. Sheehan and Ms. Quinn have since left the Company.

        On December 13, 2016, we becameannounced the appointment of Stephen K. Tucker as Executive Vice President, effective December 12, 2016, and Chief Financial Officer of the Company, effective January 1, 2017. Mr. Tucker began serving as our principal financial officer and principal accounting officer on January 1, 2017. Mr. Tucker notified the Company on August 4, 2017 of his intent to leave the Company to pursue a new career opportunity.

        On September 4, 2017, the Board of Directors appointed Brian S. Cooper, of Randstad North America, Inc. (d/b/a Tatum) ("Tatum"), an independent, publicly-traded company onexecutive consulting services firm, to serve in an interim role as the NASDAQ Global Select Market ("NASDAQ") underCompany's Chief Financial Officer, principal financial officer and principal accounting officer, effective September 5, 2017, while a search for a permanent Chief Financial Officer was ongoing.

        On January 4, 2018, the symbol "FTD." Prior to November 1, 2013, FTD Companies, Inc. was a wholly-owned subsidiaryCompany announced the appointment of United Online, Inc. ("United Online"). On November 1, 2013, United Online separated into two independent, publicly-traded companies: FTD Companies, Inc.Steven D. Barnhart as Executive Vice President and United Online, Inc. (the "Separation"). The Separation was consummated through a tax-free dividend involvingChief Financial Officer, effective January 8, 2018. Mr. Barnhart is the distribution of all shares of FTD common stock to United Online's stockholders.Company's principal financial officer and principal accounting officer. In connection with the Separation, holdersappointment of United Online common stock received one shareMr. Barnhart as the Company's Executive Vice President and Chief Financial Officer, Brian S. Cooper stepped down from the position of our common stock for every five shares of United Online common stock held on the record date (prior to giving effect to a reverse stock split of United Online shares). For additional information and risks associated with our separation from United Online, see "Risk Factors," which appears in Item 1A of our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 13, 2015.Interim Chief Financial Officer, effective January 8, 2018.

Acquisition of Provide Commerce

        On December 31, 2014, we acquired from a wholly-owned subsidiary of Liberty Interactive Corporation ("Liberty") all of the issued and outstanding shares of common stock of Provide Commerce, Inc., an indirect wholly-owned subsidiary of Liberty ("Provide Commerce"), for a purchase price consisting of (i) cash consideration of approximately $145 million, which included $23 million for Provide Commerce's estimated cash on hand, net of an estimated working capital adjustment, and (ii) 10,203,010 shares of FTD common stock, representing approximately 35% of the issued and

outstanding shares of our common stock (the "Acquisition"). Upon the closing of the Acquisition, Provide Commerce became an indirect wholly-owned subsidiary of FTD. The purchase price is subject to adjustment based on the final closing working capital. For additional information and risks associated with the Acquisition, see "Risk Factors," which appears in Item 1A of our Annual Report on Form 10-K filed with the SEC on March 13, 2015.

        Concurrent with the closing of the Acquisition, FTD and Liberty entered into an investor rights agreement (the "Investor Rights Agreement"), which governs certain rights of and restrictions on Liberty in connection with the shares of FTD common stock that Liberty owns as a result of the Acquisition. In addition, in connection with the close of the Acquisition, our Board of Directors was increased from seven to eleven directors, with Liberty selecting four new directors for appointment to our Board. See "Related-Party Transactions" below.

        As described below in the section "Ownership of Securities," as of April 16, 2015, Liberty beneficially owned 10,203,010 shares of our common stock.

Internet Availability of Proxy Materials

        Under SECSecurities and Exchange Commission ("SEC") rules, we are providing our stockholders with access to our proxy materials, which includeincluding this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2014,2017, on the Internet in lieu of mailing printed copies. We believe that these rules allow us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our annual meeting.

        YouAs a result, most of our stockholders will receive in the mail a "Notice Regarding the Availability of Proxy Materials" (the "Notice"). The Notice is different than the Notice of Annual Meeting of Stockholders that accompanies this proxy statement. We will begin mailing the Notice to stockholders on or about April 28, 2015,26, 2018, and the proxy materials will be first made available on the Internet on or about April 28, 2015.26, 2018.

        The Notice will contain instructions on how to access and review our proxy materials and vote online. The Notice also will contain instructions on how you can request a printed copy of our proxy materials, including a proxy card if you are a record holder or a voting instruction form if you are a beneficial owner. By following the instructions in the Notice, you may request to receive, at no cost, a printed or electronic copy of our proxy materials for the annual meeting and indicate such delivery preference for future proxy solicitations. If you request a printed or electronic copy of the proxy materials by Internet or telephone, you will be able to select whether you want this delivery method for future proxy solicitations. If you make such request by email and would like this delivery method for future proxy solicitations, you must specifically state in your email that such delivery preference should remain in effect for future proxy solicitations. Your request to receive future materials in paper or via email will remain in effect for future proxy solicitations until you terminate it. A copy of our proxy materials is available, free of charge, on our corporate website (www.ftdcompanies.com) under "Investor Relations." By referring to our website, we do not incorporate the website or any portion of the website by reference into this proxy statement.

        We also follow a procedure called "householding," which the SEC has approved. Under this procedure, we may deliver a single copy of the Notice or proxy materials to stockholders who share the same address unless we have received contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs and fees. All stockholders have the ability to access the proxy materials on the website referred to in the Notice. If you would like to receive a separate copy of the Notice or future notices regarding the availability of proxy materials (or, if you requested a printed copy of the proxy materials, an additional printed copy of the proxy materials), please submit your request to: FTD Companies, Inc., c/o Investor Relations, 3113 Woodcreek Drive, Downers Grove,

Illinois 60515, telephone: (630) 724-6984,(646) 277-1228, email: ir@ftdi.com. Similarly, if you share an address with

another stockholder and received multiple copies of the Notice or the proxy materials, you may write or call us at the above address and telephone number to make arrangements to receive a single copy of the Notice or the proxy materials at the shared address in the future.

        If your shares are registered differently or are held in more than one account at a brokerage firm, bank, broker-dealer or other similar organization, you may receive more than one Notice.Notice or more than one paper copy of the proxy materials. Please follow the instructions printed on each Notice that you receive and vote the shares represented by each Notice to ensure that all of your shares are voted. If you requested to receive a printed copy of the proxy materials, please follow the voting instructions on the proxy cards or voting instruction forms, as applicable, and vote all proxy cards or voting instruction forms, as applicable, to ensure that all of your shares are voted. We encourage you to have all accounts registered in the same name and address whenever possible. If you are a registered holder, you can accomplish this by contacting our transfer agent, Computershare, at (800) 962-4284 or in writing at Computershare, 250 Royall Street, Canton, Massachusetts 02021.P.O. Box 505000, Louisville, Kentucky 40233. If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, you can accomplish this by contacting the brokerage firm, bank, broker-dealer or other similar organization.

Voting; Quorum

        Our outstanding common stock constitutes the only class of securities entitled to vote at the annual meeting. Common stockholders of record at the close of business on April 16, 2015,10, 2018, the record date for the annual meeting, are entitled to notice of and to vote at the annual meeting. On the record date, 28,698,86927,759,440 shares of our common stock were issued and outstanding. Each share of common stock is entitled to one vote. The presence at the annual meeting, in person or by proxy, of the holders of a majority of the shares of common stock issued and outstanding on April 16, 201510, 2018 will constitute a quorum.

        All votes will be tabulated by the Inspector of Elections appointed for the annual meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. Broker non-votes are shares held of record by, among others,occur when a nominee, such as a brokerage firmsfirm or financial institutions butinstitution, that holds shares on behalf of a beneficial owner does not voted due to the failure of the beneficial owners of those shares to providereceive voting instructions in cases infrom such owner regarding a matter for which such brokerage firms or financial institutions donominee does not have discretion to vote on the proposal without such instructions. See "Voting Procedure—Beneficial OwnersThe rules applicable to brokerage firms and financial institutions permit nominees to vote in their discretion on routine matters in the absence of Shares Held in Street Name" below.voting instructions from the beneficial holder. The ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018 is a routine matter. On non-routine matters, nominees cannot vote unless they receive instructions from the beneficial owner. Non-routine matters are the election of the three directors to serve on our Board of Directors and the approval of the Amendment. Abstentions and broker non-votes are counted as present for purposes of determining whether there is a quorum for the transaction of business. Broker non-votes will not be counted for purposes of determining whether a proposal has been approved, if that proposal involves a non-routine matter. The ratificationapproved. See "Voting Procedure—Beneficial Owners of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015 is a routine matter. Non-routine matters are the election of the three directors to serve on our Board of Directors, the approval of the Amended Plan and the approval of the 2015 ESPP.Shares Held in Street Name" below.

        The election of directors will be by plurality vote of our outstanding shares of common stock represented in person or by proxy at the annual meeting and entitled to vote, and the three nominees receiving the highest number of affirmative votes will be elected. Votes marked "withheld""withhold" and broker non-votes will not affect the outcome of the election, although they will be counted as present for purposes of determining whether there is a quorum.

        Ratification of the appointment of Deloitte & Touche LLP requires the affirmative vote of holders of a majority of the shares of our common stock represented in person or by proxy at the annual

meeting and entitled to vote on the matter. Abstentions with respect to this proposal will count as votes against this proposal.

        Approval of the Amended Plan and the 2015 ESPP requireAmendment requires the affirmative vote of holders of a majority of the shares of our common stock represented in person or by proxy at the annual meeting

and entitled to vote on the matter. Abstentions will count as negative votes against these proposals, and broker non-votes will not be taken into account.

Voting Procedure

        Stockholders of Record.    If your shares are registered directly in your name with our transfer agent, Computershare, you are a stockholder of record and you received the Notice by mail with instructions regarding how to view our proxy materials on the Internet, how to receive a paper or email copy of the proxy materials and how to vote by proxy. You can vote in person at the annual meeting or by proxy. The Notice is not a ballot. You cannot use it to vote your shares. If you mark your vote on the Notice and send it back to us, your vote will not count. There are three ways stockholders of record can vote by proxy: (1) by telephone (by requesting a printed copy of the proxy materials and following the instructions on the proxy card, or by following the instructions on the Internet); (2) by Internet (by following the instructions provided in the Notice); or (3) by requesting (via telephone, Internet or email) a printed copy of the proxy materials, and then completing and returning the proxy card enclosed in such materials prior to the annual meeting or submitting a signed proxy card at the annual meeting. Unless there are different instructions on the proxy card, all shares represented by valid proxies (and not revoked before they are voted) will be voted as follows at the annual meeting:

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FOR the election of each of the director nominees listed in Proposal One (unless the authority to vote for the election of any such director nominee is withheld);



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FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm as described in Proposal Two;



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FOR the approval of the Amended Plan described in Proposal Three; and



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FOR the approval of the 2015 ESPPAmendment, as described in Proposal Four.Three.

        Beneficial Owners of Shares Held in Street Name.    If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the beneficial owner of shares held in "street name," and such organization forwarded to you the Notice by mail with instructions regarding how to view our proxy materials on the Internet, how to receive a paper or email copy of the proxy materials and how to vote by proxy. The Notice is not a ballot. You cannot use it to vote your shares. If you mark your vote on the Notice and send it back to such organization, your vote will not count. There are two ways beneficial owners of shares held in street name can vote by proxy: (1) by requesting a printed copy of the proxy materials and following the instructions on the voting instruction form; or (2) by Internet by following the instructions provided in the Notice. The organization holding your account is considered the stockholder of record for purposes of voting at the annual meeting. If you do not provide such organization with specific voting instructions, under the rules of the various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If such organization does not receive instructions from you on how to vote your shares on a non-routine matter, the organization will inform our Inspector of Elections that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a "broker non-vote." A broker non-vote will have the effects described above under "Voting; Quorum."

        Although we do not know of any business to be considered at the annual meeting other than the proposals described in this proxy statement, if any other business is presented at the annual meeting, your signed proxy or your authenticated Internet or telephone proxy, will give authority to each of Scott D. Levin and Becky A. SheehanSteven D. Barnhart to vote on such matters at his or her discretion.

YOUR VOTE IS IMPORTANT. PLEASE VOTE WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON.

        You may revoke your proxy at any time before it is actually voted at the annual meeting by:

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delivering written notice of revocation to our Corporate Secretary at 3113 Woodcreek Drive, Downers Grove, Illinois 60515;



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submitting a later dated proxy; or



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attending the annual meeting and voting in person.

        Your attendance at the annual meeting will not, by itself, constitute a revocation of your proxy. You may also be represented by another person present at the annual meeting by executing a form of proxy designating that person to act on your behalf.

        Shares may only be voted by or on behalf of the record holder of shares as indicated in our stock transfer records. If you are a beneficial owner of our shares, but those shares are held of record by another person such as a brokerage firm or bank, then you must provide voting instructions to the appropriate record holder so that such person can vote the shares. In the absence of such voting instructions from you, the record holder may not be entitled to vote those shares.

Solicitation

        This solicitation is made on behalf of our Board of Directors, and we will pay the costs of solicitation. Copies of solicitation materials will be furnished to banks, brokerage firms and other custodians, nominees and fiduciaries holding shares in their names that are beneficially owned by others so that they may forward the solicitation material to such beneficial owners upon request. We will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to our stockholders. In addition to the solicitation of proxies by mail, our directors, officers and employees may solicit proxies by telephone, facsimile or personal interview. No additional compensation will be paid to these individuals for any such services.

Stockholder Proposals for 20162019 Annual Meeting

        Stockholder proposals that are intended to be presented at our 20162019 annual meeting of stockholders and included in our proxy statement relating to the 20162019 annual meeting must be received by us no later than December 30, 2015,27, 2018, which is 120 calendar days before the anniversary of the date on which this proxy statement was first distributed to our stockholders. If the date of the 20162019 annual meeting is moved more than 30 days prior to, or more than 30 days after, June 9, 2016,5, 2019, the deadline for inclusion of proposals in our proxy statement for the 20162019 annual meeting instead will be a reasonable time before we begin to print and mail our proxy materials. All stockholder proposals must be in compliance with applicable laws and regulations in order to be considered for possible inclusion in the proxy statement and form of proxy for the 20162019 annual meeting.

        If a stockholder wishes to present a proposal at our 20162019 annual meeting of stockholders and the proposal is not intended to be included in our proxy statement relating to the 20162019 annual meeting, the stockholder must give advance notice to us prior to the deadline (the "Bylaw Deadline") for the annual meeting determined in accordance with our second amended and restated bylaws ("bylaws"). Under our bylaws, in order to be deemed properly presented, the notice of a proposal must be delivered to our Corporate Secretary no later than March 11, 2016,7, 2019, and no earlier than February 10, 2016,5, 2019, which dates are 90 days and 120 days, respectively, prior to the anniversary of the date of this year's annual meeting.

        However, if we determine to change the date of the 20162019 annual meeting so that it occurs more than 30 days prior to, or more than 30 days after, June 9, 2016,5, 2019, stockholder proposals intended for presentation at the 20162019 annual meeting but not intended to be included in our proxy statement

relating to the 20162019 annual meeting must be delivered to or mailed and received by our Corporate Secretary at 3113 Woodcreek Drive, Downers Grove, Illinois 60515 no later than the close of business on the tenth day following the day on which such notice of the date of the 20162019 annual meeting is mailed or public disclosure of the date of the annual meeting is made, whichever first occurs (the "Alternate Date"). If a stockholder gives notice of such proposal after the Bylaw Deadline (or the Alternate Date, if applicable), the stockholder will not be permitted to present the proposal to the stockholders for a vote at the 20162019 annual meeting. All stockholder proposals submitted pursuant to our bylaws must bemeet all requirements specified in the form required by our bylaws.

        If a stockholder complies with such procedures and submits the proposal before the Bylaw Deadline (or the Alternate Date, if applicable), then the holders of proxies solicited by our Board of Directors for the annual meeting of stockholders at which that proposal is submitted will not have discretionary voting power with respect to that proposal and cannot vote those proxies in the absence of specific voting instructions from the persons who gave those proxies. For information and procedures regarding a stockholder's ability to nominate directors at an annual meeting or recommend to the Nominating and Corporate Governance Committee candidates for nomination as a director at an annual meeting, see "Stockholder"Board Committees and Meetings—Nominating and Corporate Governance Committee—Director Nominees—Stockholder Nominations of Directors" and "—Stockholder Recommendations for Nominations to the Board of Directors" and "Director Nominees—Stockholder Nominations of Directors," which appear elsewhere in this proxy statement.

        We have not been notified by any stockholder of his or her intent to present a stockholder proposal from the floor at this year's annual meeting. The enclosed proxy grants the proxy holders discretionary authority to vote on any matter properly brought before the annual meeting or any adjournment or postponement thereof.

MATTERS TO BE CONSIDERED AT ANNUAL MEETING

PROPOSAL ONE: ELECTION OF DIRECTORS

        Our Board of Directors is divided into three classes with staggered terms, which will usually be approximately three years in length. Our bylaws provide that each director, once elected, holds office for a term to expire at the third annual meeting of stockholders following his or her election until his or her successor is duly elected and qualified or until his or her earlier resignation or removal.

        The class whose term expires at this annual meeting has three directors, James T. Armstrong, Candace H. Duncan and Dennis Holt, who are allHolt. Each of James T. Armstrong and Candace H. Duncan has been nominated for re-election. Mr. Holt has announced he is retiring from the Board of Directors following the expiration of his term and is not standing for re-election at the annual meeting. The Board of Directors unanimously nominated Mir Aamir, following a recommendation by the Nominating and Corporate Governance Committee, for election as a director at the annual meeting. Each of the directors elected at this annual meeting will hold office for a term to expire at the third annual meeting of stockholders following his or her election until his or her successor is duly elected and qualified or until such person's earlier resignation or removal. If all three nominees are elected, our Board of Directors will consist of eleventen individuals.

        The nominees named below have agreed to serve if elected, and we have no reason to believe that they will be unavailable to serve. If, however, the nominees named below are unable to serve or decline to serve at the time of the annual meeting, the proxies will be voted for any nominee who may be designated by our Board of Directors. Unless a stockholder specifies otherwise, a returned, signed proxy will be votedFOR the election of each of the nominees listed below.

        The following table sets forth information with respect to the persons nominated for election or re-election at the annual meeting:

Mir Aamir was unanimously nominated by the Board of Directors, following a recommendation by the Nominating and Corporate Governance Committee, for election as a director at the annual meeting. Mr. Aamir is President and Chief Executive Officer of Quotient Technology Inc., which provides a digital marketing platform to deliver personalized and targeted promotions and media to consumers, and a member of the company's board of directors. He joined Quotient in 2013 and helped lead their successful initial public offering in March 2014. Mr. Aamir assumed the Chief Executive Officer role in 2017 after previously serving as President, Chief Operating Officer and Chief Financial Officer. From 2005 to 2013, Mr. Aamir worked for Safeway Inc. where he served as President, Customer Loyalty and Digital Technology from 2011 to 2013. He also served as a Senior Vice President, Marketing Strategy & FP&A from 2007 to 2011 and as Group Vice President, FP&A from 2005 to 2007. Prior to joining Safeway Inc., Mr. Aamir served as an Officer and Vice President at A.T. Kearney, Inc. Mr. Aamir received a B.B.A./M.B.A. in finance from the University of Karachi, Pakistan and his M.B.A. from the University of Chicago. Mr. Aamir brings to the Board of Directors over 20 years of strategy, operational and finance experience, primarily in the retail and consumer packaged goods industries. He also brings digital and mobile marketing experience, having helped found Safeway's industry-leading digital and mobile platform for loyalty and targeted marketing.

        James T. Armstrong has served as one of our directors since November 2013. Mr. Armstrong also has served as a director of United Online, sinceInc. ("United Online") from September 2001 to June 2016 and was a director of NetZero, Inc. ("NetZero") from 1998 untilto September 2001. Mr. Armstrong has been a Managing Director of March Capital Partners since June 2014 and a Managing Director with Clearstone Venture Partners (formerly idealab! Capital Partners), an incubator and financier of early stage startup companies, since August 1998. From May 1995 to August 1998, Mr. Armstrong was an associate with Austin Ventures. From September 1989 to March 1992, Mr. Armstrong was a senior auditor with Ernst & Young. Mr. Armstrong serves on the board of directors of several private companies. Mr. Armstrong received his B.A. in economics from the University of California at Los Angeles and his M.B.A. from the University of Texas. Serving as a Managing Director of a venture capital fund focused on growing technology companies in a variety of markets, Mr. Armstrong brings to our Board of Directors well developed business and financial acumen critical to our company. In addition, having served as a director of United Online when we were a wholly-owned subsidiary of United Online, Mr. Armstrong possesses a breadth of knowledge regarding our business.

        Candace H. Duncan has served as one of our directors since her appointment on December 31, 2014 in connection with the closing of the Acquisition.Company's acquisition of Provide Commerce, Inc. in 2014 (the "Acquisition"). Ms. Duncan retired from KPMG LLP in November 2013, where she was managing partner of the Washington, D.C. metropolitan area since 2009. Ms. Duncan also was on the KPMG LLP board of directors from 2009 to 2013 and served as chairwoman of that board's nominating committee as well as the partnership and employer of choice committee. Prior to her appointment to the KPMG LLP board of directors, sheMs. Duncan served in various roles

at the firm, including managing partner for audit for the Mid-Atlantic area and audit partner in charge for the Virginia business unit. Ms. Duncan was admitted to the KPMG LLP partnership in 1987 and hashad more than 35 years of experience as a professional with the firm. Ms. Duncan currently serves on the board of directors of Discover Financial Services and Teleflex Incorporated, where she also serves as a member of their Audit Committee.respective audit committees. Ms. Duncan received a Bachelor of Science degree in accounting from Kansas State University. Ms. Duncan's extensive experience in public company accounting, financial statements and corporate finance provides her with significant skills and knowledge to serve on our Board of Directors. Ms. Duncan is a Liberty Interactive Corporation ("Liberty") designee and was designated by Liberty for nomination as a directorappointed pursuant to the terms of the investor rights agreement enetered into by FTD and Liberty concurrent with the closing of the Acquisition (the "Investor Rights Agreement"), as described below under "Related-Party Transactions—Agreements and Transactions with Liberty—Investor Rights Agreement.

Dennis Holt has served as one of our directors since November 2013. Mr. Holt also has served as a director of United Online since September 2001 and was a director of NetZero from January 2001 until September 2001. Mr. Holt founded US International Media LLC, a media services agency, and has been its Chairman and Chief Executive Officer since March 2004. Mr. Holt also serves as Chairman and Chief Executive Officer of Patriot Communications LLC, a telecommunications service bureau, which he created in 1990 as a subsidiary of Western International Media. Mr. Holt founded Western International Media, a media buying service, in 1970 and was the Chairman and Chief Executive Officer from 1970 through January 2002. Mr. Holt also serves on the board of directors of several private and philanthropic companies. Mr. Holt received his B.A. in administration from the University of Southern California. Mr. Holt brings to our Board of Directors valuable insight on various aspects of consumer marketing, having served as Chairman and Chief Executive Officer of several companies focused on advertising media. In addition, having served as a director of United Online when we were a wholly-owned subsidiary of United Online, Mr. Holt possesses a breadth of knowledge regarding our business."

Continuing Directors

        Our other directors arefollowing the annual meeting will be as follows:

        The terms for Messrs. Apatoff, Berglass, Shean and SheanWalden and Ms. Hamilton will expire at our 20162019 annual meeting of stockholders and the terms for Messrs. Harch and Silverstein and Mses. Belcourt and PringleHickenlooper and Mr. Harch will expire at the next annual meeting of stockholders thereafter.

        Robert S. ApatoffJohn C. Walden is our President and Chief Executive Officer and has served as one of our directors since November 2013.March 2017. From 2014 to 2016, Mr. ApatoffWalden served as PresidentChief Executive of FTDHome Retail Group Inc. from November

2008 to October 2013. He also served as a member ofplc, the board of directors of FTD Group, Inc., from November 2004 to August 2008. From August 2003 to May 2008,United Kingdom's leading home and general merchandise retailer. Beginning in 2012, Mr. Apatoff served as PresidentWalden was Managing Director and Chief Executive Officer of Rand McNally & Company and then as Managing Director of Patriarch Partners, LLC's consumer brands portfolio from May to October 2008, following Patriarch's acquisition of Rand McNally & Company.Home Retail's principal division, Argos, Ltd. Prior to that,joining Argos, in 2008, Mr. ApatoffWalden founded Inversion, Inc., a strategic retail and technology consultancy. From 2007 to 2008, Mr. Walden served as SeniorExecutive Vice President and Chief MarketingCustomer Officer at The AllstateSears Holdings Corp. From 1999 to 2007, Mr. Walden held various executive leadership roles at Best Buy Company, Inc., including Executive Vice President Customer Business Group, Executive Vice President Human Capital and Leadership, and President Internet and Direct Channels Division. Prior to joining Best Buy, Mr. Walden served in leadership roles at Peapod, Inc., a leading online supermarket and pioneer of online retailing. Earlier in his career, Mr. Walden also held management roles at Ameritech Corporation and held senior managementStorage Technology Corporation, and marketing positions at Aetna, Inc., L.A. Gear, Inc., Reebok International, Ltd.practiced corporate and Anheuser-Busch, Inc.securities law with Sidley Austin LLP. Mr. Apatoff earnedWalden holds a Bachelor's degreeMasters in communicationsManagement from DePauw University. From his consistent, successful career at several large blue-chip consumer focused companies across diverse industries, Mr. Apatoff brings to our Boardthe Kellogg Graduate School of Directors significant leadership, organizationalManagement, Northwestern University, a Juris Doctor from Chicago-Kent College of Law, Illinois Institute of Technology, and operational management skills combined with a wealthBachelor of experienceScience in consumer-oriented businesses vital to a public company inFinance from the consumer products space. In addition, having served as PresidentUniversity of FTD Group, Inc. until October 2013, Mr. Apatoff possesses a breadth of knowledge regarding our business.Illinois.

        Tracey L. Belcourt has served as one of our directors since February 2014. Ms. Belcourt ishas served as Senior Vice President of Global Growth and Development at Fortune Brands Home & Security, Inc. since December 2016, where she leads Strategy, Corporate Development and Consumer Insights. Before Fortune Brands, Ms. Belcourt served four years as the Executive Vice President of Strategy for Mondelēz International, Inc. ("Mondelēz") where she leadsled a group of individuals in executing the company's strategy function and mergers and acquisitions activities and isacquisition activities. She was also responsible for developing and implementing Mondelēz's growth strategy. Before joining Mondelēz in 2012, Ms. Belcourt worked at Bain & Co. ("Bain") in Toronto, where she was a partner for 13 years. At Bain, sheMs. Belcourt specialized in the design and implementation of growth strategies to improve business performance across a variety of consumer industries. Prior to Bain, sheMs. Belcourt was an

economic consultant to the U.S. Agency for International Development in Africa. Ms. Belcourt also servedbegan her career in academia serving as an assistant professor of economics at Concordia University in Montreal for five years.years and at the University of Bonn in Germany. Ms. Belcourt hasholds both a Master's degreePh.D and Ph.D.a Master's in economics from Queen's University in Canada and a Bachelor's degree in mathematics and economics from the University of Alberta. Through her extensive management and consulting roles, Ms. Belcourt brings to our Board of Directors significant leadership, oversight and operational management skills, as well as experience in strategy consulting and implementation. In addition, sheMs. Belcourt has a deep knowledge of consumer industries and has significant international work experience.

        Robert Berglass has served as the non-executive Chairman of our Board of Directors since November 2013. Mr. Berglass also has served as a director of United Online sincefrom September 2001 to June 2016 and was a member of the board of directors of Classmates Media Corporation, a wholly-owned subsidiary of United Online, from September 2007 to January 2010. Mr. Berglass was a director of NetZero from November 2000 untilto September 2001. Mr. Berglass has beenwas United Online's Lead Independent Director sincefrom February 2006.2006 to November 2013. From February 2002 to August 2013, Mr. Berglass was a consultant to and served as the Chairman of DAVEXLABS LLC, an independent hair care company dedicated to salon professionals. From 1998 untilto April 2001, Mr. Berglass was the Chairman, Chief Executive Officer and President of Schwarzkopf & DEP, Inc. (formerly DEP Corporation), a division of Henkel KGAA. Mr. Berglass had held those positions following Henkel KGAA's acquisition of DEP Corporation in 1998. From 1969 to 1998, Mr. Berglass was the Chairman, Chief Executive Officer and President of DEP Corporation. Before joining DEP Corporation, Mr. Berglass held various positions at Faberge, Inc., including Corporate Executive Vice President. Having served as Chairman, Chief Executive Officer and President of a large, global personal care products company with some of the world's most recognized brands, Mr. Berglass is able to present valuable insight into organizational and operational management issues crucial to a public company, as well as valuable insight on various aspects of consumer marketing. In addition, having served as a director of United Online when we were a wholly-owned subsidiary of United Online, Mr. Berglass possesses a breadth of knowledge regarding our business.

        Sue Ann R. Hamilton has served as one of our directors since her appointment on December 31, 2014 in connection with the closing of the Acquisition. Prior to her April 2007 launchAs Principal of the consultancy Hamilton Media LLC, a consultancy forMs. Hamilton advises and represents major media and technology companies,companies. In this role, Ms. Hamilton serves as Executive Vice President—Distribution and Business Development for AXS TV LLC, a partnership between founder Mark Cuban, AEG, Ryan Seacrest Media, Creative Artists Agency (CAA) and CBS, and she represents The Mark Cuban Companies/Radical Ventures as board observer for Philo, Inc., a privately held technology company. Ms. Hamilton also serves as Executive Vice President—Distribution and Business Development for HDNet LLC. Effective March 9, 2018, Ms. Hamilton was appointed to the board of a newly formed public company, GCI Liberty, Inc., in which Liberty has a controlling interest. Prior to launching Hamilton Media, from 2003 until 2007, Ms. Hamilton served as

Executive Vice President—Programming and Senior Vice President—Programming for Charter Communications, Inc. ("Charter"), the nation's third largest cable and internet service provider, from April 2005 through March 2007, and as its Senior Vice President of Programming from March 2003 to April 2005. From March 1999 to November 2002, she served as Vice President of Programming for AT&T Broadband, L.L.C. ("AT&T Broadband") and prior to that,provider. Before her work at Charter, Ms. Hamilton held numerous other management positions at AT&T Broadband, L.L.C. and its predecessor, Tele-Communications, Inc. ("TCI") dating back to October 1993. Before beginningPrior to her cable television career shein technology, media, and telecommunications, Ms. Hamilton was a partner at Chicago-based law firm Kirkland & Ellis, specializing in complex commercial transactions. A magna cum laude graduate of Carleton College in Northfield, Minnesota, Ms. Hamilton received her J.D. degree from Stanford Law School, where she was Associate Managing Editor of the Stanford Law Review and Editor of the Stanford Journal of International Law. She is a magna cum laude graduate of Carleton College in Northfield, Minnesota. As a result of her extensive management experience, Ms. Hamilton brings to our Board of Directors significant leadership, oversight and consulting skills, as well as experience in the media, technology and legal fields. Ms. Hamilton is a Liberty designee and was appointed pursuant to the terms of the Investor Rights Agreement.

        Joseph W. Harch has served as one of our directors since November 1, 2013. Mr. Harch has been the Managing Member of Harch Capital Management, LLC, a Registered Investment Advisor, from June 2011 to present. Harch Capital Management, LLC is the successor-in-interestssuccessor-in-interest to Harch Investment Advisors Inc., which Mr. Harch founded in 1991. From 1991 until May 2011, Mr. Harch has held various leadership positions with Harch Capital Management, LLC and its predecessor organizations. From 1990 to 1991, Mr. Harch was a senior investment banker employed by Donaldson, Lufkin & Jenrette, Inc. From 1988 to 1990, Mr. Harch served as the national High Yield and Corporate Syndicate Manager for Drexel Burnham Lambert, Inc., where he also served as a Managing Director in the Corporate Finance Department from 1984 to 1988. Mr. Harch was a First Vice President in the Corporate Finance Department of Prudential Bache Securities from 1982 to 1984 and a First Vice President in the Corporate Finance Department of Batemen Eichler, Hill Richards from 1979 to 1982. From 1975 to 1979, Mr. Harch was a Certified Public Accountant with Arthur Young & Company. Mr. Harch brings to our Board of Directors experience conducting audits for public companies, preparing audited financial statements, working with ratings agencies and serving as an investment banker to public companies. HeMr. Harch also has significant experience advising corporate issuers in capital markets and merger and acquisition transactions.

        Robin S. PringleHickenlooper has served as one of our directors since her appointment on December 31, 2014 in connection with the closing of the Acquisition. Ms. PringleHickenlooper has been Senior Vice President, Corporate Development of Liberty since January 2013.2017. Ms. PringleHickenlooper served as aVice President, Corporate Development of Liberty from January 2013 to December 2016. Ms. Hickenlooper served as Director, Corporate Development of Liberty from January 2010 to December 2012, and as a Manager, Corporate Development from July 2008 to December 2010. Ms. PringleHickenlooper also serves as the Senior Vice President, Corporate Development of Liberty Media Corporation. Prior to joining Liberty, sheMs. Hickenlooper worked in the Strategic Planning and Business Development group at Del Monte Foods and in investment banking at Thomas Weisel Partners. SheMs. Hickenlooper currently serves on the board of directors of Chipotle Grill, Inc. and served as a director of Sirius XM Radio Inc. from January 18, 2013 to September 9, 2013. Ms. PringleHickenlooper has a Masters of Business Administrationan M.B.A. from Kellogg School of Management and a Bachelor's degree in public policy from Duke University. Ms. PringleHickenlooper brings to our Board of Directors significant corporate development and financial experience. Ms. PringleHickenlooper is a Liberty designee and was appointed pursuant to the terms of the Investor Rights Agreement.

        Christopher W. Shean has served as one of our directors since his appointment on December 31, 2014 in connection with the closing of the Acquisition. Mr. Shean iswas our Interim President and Chief Executive Officer from November 2016 to February 2017. Mr. Shean has also served as the Chief Executive Officer of Liberty Expedia Holdings, Inc. since November 2016. Mr. Shean was the Chief Financial Officer of Liberty until October 2016 and a Senior Vice President at Liberty. In this capacity, hecurrently serves as Liberty's principal financial and accounting officer.its Senior Advisor. Prior to being named theLiberty's Chief Financial Officer in November 2011, Mr. Shean served as Liberty's Controller for eleven years. Mr. Shean also servesserved as the Chief Financial Officer and a Senior Vice President of Liberty Media Corporation.Corporation until October 2016 and currently serves as its Senior Advisor. Prior to joining Liberty, Mr. Shean was an audit partner with KPMG focusing mainly on clients operating in the media and entertainment industry.

Mr. Shean serves on the board of directors of Expedia, Inc. and Liberty Expedia Holdings, Inc. From February 2013 to December 2015, Mr. Shean served on the board of directors of TripAdvisor, Inc., and the Atlanta Braves. Mr. Shean also serves on the advisory committee for the Pamplin School of Business at Virginia Tech. Mr. Shean received a Bachelor of ScienceB.S. degree in accounting from Virginia Tech in 1987. Mr. Shean brings to our Board of Directors valuable business, financial and risk management advice. He alsoadvice and possesses a high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions. Mr. Shean is a Liberty designee and was appointed pursuant to the terms of the Investor Rights Agreement.

Michael J. Silverstein has served as one of our directors since January 2014. Mr. Silverstein is a senior partner and managing director in The Boston Consulting Group's ("BCG") Chicago office. He is a leader of BCG's Consumer practice, and originated many of their qualitative and quantitative research methodologies. He has significant experience in the fields of consumer behavior and brand development. Mr. Silverstein is the author of four books on consumer spending, including the fields of luxury goods, market development and the rising female economy. During his more than 30 years at BCG, Mr. Silverstein has served in various positions prior to his current role, including as a member of the BCG executive committee and as the global leader of BCG's client service initiative and the Consumer practice. Prior to joining BCG, Mr. Silverstein worked at United Press International as a reporter and later in new product development. He holds a Masters of Business Administration with distinction from Harvard Business School and a Bachelor's degree in economics and history from Brown University. Through his experience with BCG, Mr. Silverstein gained significant leadership experience as he partnered with clients worldwide to provide business strategy advice. Among his many qualifications, Mr. Silverstein brings to our Board of Directors substantial management and strategic planning expertise and deep knowledge of consumer industries.

Corporate Governance Principles

        We are committed to having sound corporate governance principles. Having such principles is essential to maintaining our integrity in the marketplace. Our Corporate Governance Guidelines, Code of Ethics and the charters for each of the Audit, Compensation and Nominating and Corporate Governance Committees are available on our corporate website (www.ftdcompanies.com) under "Investor Relations." Please note, however, that information contained on the website is not incorporated by reference in this proxy statement or considered to be a part of this document. A copy of our Corporate Governance Guidelines, Code of Ethics and the Committeecommittee charters may also be obtained upon request to our Investor Relations department.

Code of Ethics

        Our Code of Ethics applies to all of our outside directors, officers and employees, including, but not limited to, our Chief Executive Officer and Chief Financial Officer. The Code of Ethics constitutes our "code of ethics" within the meaning of Section 406 of the Sarbanes-Oxley Act and is our "code of conduct" within the meaning of the Nasdaq listing standards.standards applicable to companies listed on the NASDAQ Global Select Market ("NASDAQ").

Stockholder Communications with Directors

        The Board of Directors has established a process to receive communications from stockholders. Stockholders may contact any member (or all members) of the Board by mail. To communicate with the Board of Directors, any individual director or any group or committee of directors, correspondence should be addressed to the Board of Directors or any such individual directors or group or committee of directors by either name or title. All such correspondence should be sent "c/o Corporate Secretary" at 3113 Woodcreek Drive, Downers Grove, Illinois 60515.

        All communications received as set forth in the preceding paragraph will be opened by the office of our General Counsel for the purpose of determining whether the contents represent an appropriate message to our directors. Contents that are not in the nature of advertising, promotions of a product or service or patently offensive material, and are not otherwise improper for submission to the addressee, will be forwarded promptly to the addressee. In the case of communications to the Board or any individual, group or committee of directors, the General Counsel's office will make sufficient copies of the contents to send to the director or to each director who is a member of the group or committee to which the envelope is addressed.

Board Independence

        Eleven individuals sit on ourOur Board of Directors consists of ten members, all of whom are "independent directors" as that term is defined in Rule 5605(a)(2) of the NasdaqNASDAQ Marketplace Rules, except for Mr. Apatoff,Walden, our President and Chief Executive Officer. Our Board of Directors held 16eleven meetings during 2014.2017. Our Board of Directors currently has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

Board Leadership Structure and Role in Risk Oversight

        The Board of Directors understands that board structures vary greatly among U.S. public corporations, and the Board does not believe that any one leadership structure is more effective at creating long-term stockholder value. The Board believes that an effective leadership structure could be achieved either by combining or separating the Chairman and Chief Executive Officer positions, so long as the structure encourages the free and open dialogue of competing views and provides for strong checks and balances. Specifically, the Board believes that to be effective, the governance structure must balance the powers of the Chief Executive Officer and the independent directors and ensure that the

independent directors are fully informed, able to discuss and debate the issues that they deem important and able to provide effective oversight of management.

        Currently, Robert S. Apatoff servesJohn C. Walden has served as our President and Chief Executive Officer since his appointment effective March 1, 2017, and Robert Berglass serveshas served as our non-executive Chairman of the Board of Directors.Directors since November 2013. The Board of Directors believes that this leadership structure, which separatesthe separation of the Chairman and Chief Executive Officer roles is appropriate for us at this time because it allows Mr. Apatoffour Chief Executive Officer to focus on operating and managing us followingand executing our recent transition to becoming a public company.strategy and business plans. At the same time, Mr. Berglassour non-executive Chairman of the Board of Directors can focus on leadership of the Board of Directors, including calling and presiding over Board meetings and executive sessions of the independent directors, preparing meeting agendas in collaboration with the Chief Executive Officer, serving as a liaison and supplemental channel of communication between independent directors and the Chief Executive Officer and serving as a sounding board and advisor to the Chief Executive Officer. Nevertheless, the Board believes that "one-size" does not fit all, and the decision of whether to combine or separate the positions of Chairman and Chief Executive Officer will vary from company to company and depend upon a company's particular circumstances at a given point in time. Accordingly, the Board will continue to consider from time to time whether the Chairman and Chief Executive Officer positions should be combined based on what the Board believes is best for FTD and its stockholders.

        The Board of Directors is primarily responsible for assessing risks associated with our business. However, the Board delegates certain of such responsibilities to other groups. The Audit Committee is responsible for reviewing with management our policies and procedures with respect to risk assessment and risk management, including reviewing certain risks associated with our financial and accounting systems, accounting policies, investment strategies, regulatory compliance, insurance programs and other matters. In addition, under the direction of the Board and certain of its committees, our legal department assists in the oversight of corporate compliance activities. The Compensation Committee also reviews certain risks associated with our overall compensation program for employees to help

ensure that the program does not encourage employees to take excessive risks. On a regular basis and from time to time as necessary or appropriate, updates are provided by these groups to the Board of Directors regarding their risk assessment and risk management activities and other risk-related matters.

Board Committees and Meetings

        The Board of Directors has three standing committees: the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee. In addition, the Board of Directors may establish special committees to consider various matters. The Board of Directors sets fees for members of the special committees as the Board of Directors deems appropriate in the light of the amount of additional responsibility special committee membership may entail.

        During 2014,2017, each director other than Mr. Shean attended or participated in 75% or more of the aggregate of (i) the total number of meetings of the Board of Directors and (ii) the total number of meetings held by all committees of the Board of Directors on which such director served during the period he or she served as a director. Members of the Board of Directors and its committees also consulted informally with management from time to time. Additionally, non-management Board members met in executive sessions without the presence of management periodically during 2014.2017. We do not have a policy regarding director attendance at our annual meetings. All Board members who were members at the timethen serving attended our 20142017 annual meeting of stockholders.stockholders except for Michael J. Silverstein, who did not stand for re-election in 2017.

        Audit Committee.    The Audit Committee consists of four directors, Messrs. Armstrong, Berglass and Harch and Ms. Duncan. The Audit Committee oversees our accounting and financial reporting processes and the audit of our consolidated financial statements. The Audit Committee is responsible for the appointment, compensation, retention, oversight and termination of our independent registered public accounting firm, including evaluating its independence and reviewing its performance. In addition, the Audit Committee is responsible for reviewing and discussing the annual audit plan with our independent registered public accounting firm, and reviewing our annual consolidated financial statements, ourand interim consolidated financial statements and our internal control over financial reporting. The Audit Committee also oversees our internal audit function and reviews and approves the annual internal audit plan. Furthermore, the Audit Committee reviews with management and our independent registered public accounting firm, among other things, all critical accounting policies and practices to be used, reviews with management our risk assessment and risk management policies and procedures, reviews and approves or disapproves any proposed transactions required to be disclosed by Item 404 of Regulation S-K and reviews legal and regulatory matters. The Audit Committee also reviews the results of the year-end audit with the independent registered public accounting firm and recommends to the Board whether the financial statements should be included in the Annual Report on Form 10-K. Additionally, it prepares the Audit Committee Report to be included in the annual proxy statement. The Audit Committee also performs other functions or duties, within the scope of its responsibilities, as deemed appropriate by the Audit Committee or our Board of Directors.

        The Audit Committee held seven meetings during 2014.2017. The Audit Committee operates under a written charter adopted by our Board of Directors, which is reviewed annually by the Audit Committee and revised as appropriate. Our Board of Directors has determined that all members of the Audit Committee are independent directors as defined in Rule 5605(a)(2) of the NasdaqNASDAQ Marketplace Rules and also satisfy the additional criteria for independence for Audit Committee members set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of Mr. Harch, who serves as Chairman of the Audit Committee, Mr. Armstrong and Ms. Duncan qualifies as a "financial expert" as that term is defined under applicable SEC rules. The Audit Committee has established procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. The Audit Committee meets privately with members and representatives of our independent registered public

accounting firm, and members and representatives of our independent registered public accounting firm have unrestricted access and report directly to the Audit Committee. The Audit Committee has selected Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20152018 and is recommending that our stockholders ratify this appointment at the annual meeting. The Audit Committee Report may be found on pages 68-69page 79 of this proxy statement.

        Nominating and Corporate Governance Committee.    The Nominating and Corporate Governance Committee consists of fourthree directors, Messrs.Mr. Armstrong Holt and SilversteinMses. Belcourt and Ms. Hamilton, each of whom is an independent director as defined in Rule 5605(a)(2) of the NasdaqNASDAQ Marketplace Rules.

        The Nominating and Corporate Governance Committee is responsible for assisting with respect to director candidates and nominees, including by identifying, recruiting and, if appropriate, interviewing candidates to fill positions on the Board; establishing procedures to be followed by stockholders in submitting recommendations for director candidates; reviewing backgrounds and qualifications of individuals being considered as director candidates; recommending to the Board the director nominees; and reviewing the suitability for continued service as a director of each Board member when his or her term expires and when he or she has a change in status.status; and engaging counsel, consultants or advisers as it deems necessary to fulfill its duties. The Nominating and Corporate Governance Committee is also responsible for assisting the Board with regard to the composition, structure and procedures of the Board and its Committees, including by reviewing and making recommendations to the Board regarding

the size and structure of the Board; the frequency and nature of Board meetings; any other aspect of the procedures of the Board; the size and composition of each Committee of the Board; individuals qualified to fill vacancies on the Committees; the functioning of the Committees; Committee assignments and any policies regarding rotation of Committee memberships and/or chairpersonships; and the establishment of special committees. This Committee also oversees the evaluation of the Board and its Committees, evaluates and makes recommendations regarding the termination of Board membership and assists with the selection of a new Chairman or Chief Executive Officer in the event such becomes necessary. In addition, the Nominating and Corporate Governance Committee is responsible for reviewing periodically and recommending to the Board, the Corporate Governance Guidelines and the Code of Ethics and any changes thereto, as well as considering and making any other recommendations related to corporate governance issues. In furtherance of that responsibility, in 2015, the Nominating and Corporate Governance Committee recommended to the Board, and the Board approved, a director succession plan to guide the Board in identifying and selecting new directors in the event of an anticipated or an unanticipated vacancy.

        The Nominating and Corporate Governance Committee operates under a written charter adopted by our Board of Directors, which is reviewed annually by the Nominating and Corporate Governance Committee and revised as appropriate. In 2014,2017, the Nominating and Corporate Governance Committee held twofour meetings.

Director Nominees

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Criteria for Director Nominees.  The Board of Directors believes that the Board should be comprisedcomposed of individuals with varied, complementary backgrounds who have exhibited proven leadership capabilities within their chosen fields. Directors should have the ability to quickly grasp complex principles of business and finance, particularly those related to the industries in which we operate. Directors should possess the highest personal and professional ethics, integrity and values and should be committed to representing the long-term interests of our stockholders. When considering a candidate for director, the Nominating and Corporate Governance Committee will act in a manner consistent with our director succession plan. The Nominating and Corporate Governance Committee will take into account a number of factors, including, without limitation, the following: independence from management; depth of understanding of the Internet,e-commerce, sales and marketing, finance and/or other elements directly relevant to our business; education and professional background; judgment, skill, integrity and reputation; existing commitments to other businesses as a director, executive or owner; personal conflicts of interest, if any; diversity; and the size and composition of the existing Board. When seeking candidates for director, the Nominating and Corporate Governance Committee may solicit suggestions from incumbent

directors, management, stockholders and others. Additionally, the Nominating and Corporate Governance Committee may use the services of third-party search firms to assist in the identification of appropriate candidates.

After conducting an initial evaluation of a prospective candidate, the Nominating and Corporate Governance Committee will interview that candidate if it believes the candidate might be suitable to be a director. The Nominating and Corporate Governance Committee may also ask the candidate to meet with management. If the Nominating and Corporate Governance Committee believes a candidate would be a valuable addition to the Board of Directors, it may recommend to the Board that candidate's appointment or election. Prior to nominating an incumbent director for re-election at an annual meeting of stockholders, the Nominating and Corporate Governance Committee will consider the director's past attendance at, and participation in, meetings of the Board of Directors and its committees and the director's formal and informal contributions to the various activities conducted by the Board and the Board committees of which such individual is or was a member. Although the Board of Directors does




not have a policy with respect to consideration of diversity in identifying director nominees, among the many other factors considered by the Nominating and Corporate Governance Committee are the benefits of diversity in board composition, including with respect to age, gender, race and specialized background. The directors nominated for re-electionelection at this annual meeting were unanimously approved for nomination by all of the disinterested members of the Board of Directors. In connection with such nominations, the Nominating and Corporate Governance Committee and the Board of Directors considered, among other things, the information discussed in each such director's biographical information as set forth above on pages 7-87–8 of this proxy statement.

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Stockholder Recommendations for Nominations to the Board of Directors.  The Nominating and Corporate Governance Committee will consider candidates for nomination as a director recommended by any stockholder. The Nominating and Corporate Governance Committee will evaluate such recommendations by applying its regular nominee criteria and considering the additional information set forth below. Stockholders wishing to recommend a candidate for nomination as a director are to send the recommendation in writing to the Chair of the Nominating and Corporate Governance Committee, FTD Companies, Inc., 3113 Woodcreek Drive, Downers Grove, Illinois 60515, with a copy to the General Counsel at the same address. Prior to making such a recommendation, stockholders are encouraged to contact the Chair of the Nominating and Corporate Governance Committee to obtain a list of backgrounds that the Nominating and Corporate Governance Committee would consider for potential director nominees given the then-current composition of the Board of Directors.



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Stockholder Nominations of Directors.  A stockholder that instead desires to nominate a person directly for election to the Board of Directors must comply with the advance notice procedures of our bylaws. Our bylaws provide that nominations of persons for election to the Board of Directors may be made at any annual meeting of stockholders by any stockholder of FTD who is a stockholder of record on the date of the giving of the notice described below and on the record date for the determination of stockholders entitled to vote at such annual meeting and who complies with the notice procedures set forth in our bylaws. Such stockholder must timely deliver or mail to our Corporate Secretary at 3113 Woodcreek Drive, Downers Grove, Illinois 60515, a notice complying with the requirements of our bylaws and containing the following information: (a) as to each candidate whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the candidate; (ii) the principal occupation or employment of the candidate; and (iii) the class or series and number of shares of our common stock which are owned beneficially or of record by the candidate; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder; (ii) the class or series and number of




shares of our common stock which are owned beneficially or of record by such stockholder; (iii) a description of all arrangements or understandings between such stockholder and each candidate and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder; (iv) a representation that the stockholder intends to appear in person or by proxy at the annual meeting of stockholders to nominate the candidate(s) named in such notice; and (v) any other information that would be required under SEC rules in a proxy statement soliciting proxies for the election of such person as a director.

In addition, the notice must be accompanied by a written consent of the candidate to being named as a nominee and to serve as a director if elected. In order to be deemed properly presented, the notice must be delivered to our Corporate Secretary no later than March 11, 2016,7, 2019, and no earlier than February 10, 2016,5, 2019, which dates are 90 days and 120 days, respectively, prior to June 9, 2016,5, 2019, the anniversary of the date for this year's annual meeting; provided, that if the annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close




of business on the tenth day following the day on which such notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever first occurs. No director nominations were submitted by any stockholder in connection with the election of directors at the 20152018 annual meeting.

        Compensation Committee.    The Compensation Committee consists of four directors, Messrs. Berglass, Harch and Holt and Shean,Ms. Hickenlooper, each of whom is an independent director as defined in Rule 5605(a)(2) of the NasdaqNASDAQ Marketplace Rules. Mr. Holt has announced that he is retiring from the Board of Directors following the expiration of his term and is not standing for re-election at the annual meeting. The Compensation Committee administers our executive compensation programs and is responsible for reviewing the compensation of our executive officers and determining the nature and amount of the various components of such compensation, including adjustments to annual base salary and the establishment of the applicable performance goals under our annual management incentive bonus plan and the specific bonus amount for each potential level of goal attainment. The Compensation Committee also administers our equity incentive plan and has the exclusive authority to make awards under such plan to our executive officers. In addition, the Compensation Committee administers our retirement plans. The Compensation Committee also approves all employment agreements, severance or termination arrangements, and other compensatory contracts or arrangements made with our executive officers. The Compensation Committee will also perform other functions or duties as may be assigned to it under the terms of any executive compensation or equity-based benefit plan or as otherwise deemed appropriate by our Board of Directors. The Compensation Committee held 11seven meetings during 2014.2017. The Compensation Committee operates under a written charter adopted by our Board of Directors, which is reviewed annually and revised as appropriate.

        The Compensation Committee makes all decisions regarding the cash and equity compensation of our Chief Executive Officer, although the Compensation Committee may, in its discretion, request the concurrence or approval of such decisions by a majority of the independent members of our Board of Directors. With respect to all other executive officers, the Compensation Committee determines their compensation, taking into account the recommendations of our Chief Executive Officer who annually reviews the performance of the other executive officers and then presents to the Compensation Committee the conclusions reached and his recommendations for their compensation based on those reviews. The Compensation Committee can, and often does, exercise its discretion in determining whether to approve or modify any recommended compensation adjustments or equity awards. Decisions regarding any other forms of compensation provided to our executive officers that are not provided to all senior level employees (for example, any executive level health and welfare benefits, deferral plans and perquisites) are made by the Compensation Committee after taking into consideration the recommendations made by our Chief Executive Officer.

        The Compensation Committee has the authority to retain the services of independent counsel, consultants or other advisors, including an independent compensation consulting firm, in connection




with its responsibilities in setting compensation for our executive officers. Additional information regarding the Compensation Committee's use of outside advisors may be found under "Independent "Compensation Discussion and Analysis—Compensation Consultant"Setting Practice" below.

Compensation Committee Interlocks and Insider Participation

        During 2014, Messrs. Berglass, Harch and Holt servedand Ms. Hickenlooper serve as members of the Compensation Committee. In addition, Mr. Shean was appointed to the Compensation Committee on December 31, 2014 in connection with the Acquisition. None of the foregoing Compensation Committee members was employed by us at any time during 2014,2017, and none has ever served or acted as one of our officers or employees or had any relationships requiring disclosure by the company under the SEC's rules requiring disclosure of certain relationships and related-party transactions.




        None of our current executive officers has ever served as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any other entity (other than our subsidiaries) that has or has had one or more of its executive officers serve as a member of our Board of Directors or our Compensation Committee.

Independent Compensation Consultant

        The Compensation Committee has the authority to retain the services of an independent compensation consulting firm in connection with its responsibilities in setting the compensation for our executive officers. Pursuant to that authority, the Compensation Committee has engaged Frederic W. Cook & Co., Inc., or FW Cook, a nationally recognized, independent compensation consulting firm, to review the executive compensation programs and individual compensation arrangements for our executive officers. The independent consultant provides the Compensation Committee with relevant market data and alternatives to consider when making compensation decisions regarding our executive officers and considering the recommendations of our Chief Executive Officer regarding the compensation of other executive officers. All executive compensation services provided by the independent consultant are conducted under the direction or authority of the Compensation Committee. During 2014, FW Cook served solely as a consultant to the Compensation Committee and did not provide any services to management. Based on the six factors for assessing independence and identifying potential conflicts of interest that are set forth in Rule 10C-1(b)(4) of the Exchange Act, and such other factors as were deemed relevant under the circumstances, the Compensation Committee determined that its relationship with FW Cook, and the work of FW Cook on behalf of the Compensation Committee, did not raise any conflict of interest.

        In addition to the independent consultant, members of our Human Resources, Legal and Finance Departments support the Compensation Committee in its work.

Director Compensation

        Cash Retainer Fees.    OurEffective April 1, 2017, our non-employee directors earn annual retainer fees for Board and Committee service, including $48,000 ($54,000 as of June 1, 2015)$66,000 for service as a member of the Board of Directors,Directors; an additional $75,000 ($90,000 as of June 1, 2015)$90,000 for service as the Chairman of the Board, $20,000, $16,500Board; $39,000, $33,000 and $12,500$19,200 for service as the Chairman of the Audit, Compensation and Nominating and Corporate Governance Committee, respectively ($30,000, $25,000 and $17,500, respectively, as of June 1, 2015), $10,000Committees, respectively; $18,000 for service as a non-chair member of the Audit orCommittee; $15,000 for service as a non-chair member of the Compensation CommitteeCommittee; and $7,500$9,600 for service as a non-chair member of the Nominating and Corporate Governance Committee. During the 2014 fiscal year in connection with their service as a member of the Board of Directors, Tracey L. Belcourt and Michael Silverstein earned a prorated portion of their respective annual retainer fees. OurEffective April 1, 2017, our non-employee directors also receive ando not earn additional $1,000fees for each Board or Committee meeting attended.attendance.




        FTD reimburses non-employee directors for travel to/from Board or Committee meetings.

        Equity Awards.    Under our FTD Companies, Inc. Amended and Restated 2013 Incentive Compensation Plan, or Current Plan,Our non-employee directors may receive option grants, restricted stock or restricted stock unit ("RSU") awards and other equity incentives in connection with their service on the Board.

        On January 21, 2014,June 6, 2017, the Board made a restricted stock unitan RSU award with a grant date fair value of $39,500$126,000 to non-employee director Michael Silverstein. The number of shareseach of our common stock subject to such restricted stock unit award was determined by dividing $110,000 by the $32.14 fair market value per share of our common stock on the effective date of the award, prorated for the period from January 21, 2014 through June 1, 2014. As a result, Mr. Silverstein received a restricted stock unit award covering 1,229 shares of our common stock. The shares subject to these units vested and became issuable upon the non-employee director's continuation in Board service through June 1, 2014.

        On February 5, 2014, the Board made a restricted stock unit award with a grant date fair value of $34,979 to non-employee director Tracey L. Belcourt. The number of shares of our common stock subject to such restricted stock unit award was determined by dividing $110,000 by the $29.82 fair market value per share of our common stock on the effective date of the award, prorated for the period from February 5, 2014 through June 1, 2014. As a result, Ms. Belcourt received a restricted stock unit award covering 1,173 shares of our common stock. The shares subject to these units vested and became issuable upon the non-employee director's continuation in Board service through June 1, 2014.

        On June 10, 2014, the Board made a restricted stock unit award with a grant date fair value of $110,013 to non-employee directors Tracey L. Belcourt, James T. Armstrong, Joseph W. Harch, Dennis Holt and Michael J. Silverstein.other than Mr. Berglass. The number of shares of our common stock subject to each such restricted stock unitRSU award was determined by dividing $110,000$126,000 by the $30.79$17.70 fair market value per share of our common stock on the effective date of the award. As a result, Ms. Belcourt and Messrs. Armstrong, Harch, Holt and Silversteinour non-employee directors other than Mr. Berglass each received a restricted stock unitan RSU award covering 3,5737,119 shares of our common stock. The shares subject to these units vest and become issuable upon the non-employee director's continuation in Board service through June 1, 2015.2018.

        On June 10, 2014,6, 2017, the Board made a restricted stock unitan RSU award with a grant date fair value of $135,014$162,000 to non-employee director Robert Berglass.Berglass, who serves as the Chairman of our Board. The number of shares of our common stock subject to such restricted stock unitRSU award was determined by dividing $135,000$162,000 by the $30.79$17.70 fair market value per share of our common stock on the effective date of the award. As a result, Mr. Berglass received a restricted stock unitan RSU award covering 4,3859,153 shares of our common stock. The shares subject to these units vest and become issuable upon the non-employee director'sMr. Berglass' continuation in Board service through June 1, 2015.2018.

        On December 31, 2014, the Board made a restricted stock unit award, in conjunction with the Acquisition, with a grant date fair value of $46,137 to non-employee directors Candace H. Duncan, Sue Ann R. Hamilton, Robin S. Pringle and Christopher W. Shean. The number of shares of our common stock subject to each such restricted stock unit award was determined by dividing $110,000 by the $34.82 fair market value per share of our common stock on the effective date of the award, prorated for the period from December 31, 2014 through June 1, 2015. As a result, each of Mses. Duncan, Hamilton and Pringle and Mr. Shean received a restricted stock unit award covering 1,325 shares of our common stock. The shares subject to these units will vest and become issuable upon the non-employee director's continuation in Board service through June 1, 2015. In the event of a change in control, the restricted stock units subject to the awards will vest in full immediately prior to the consummation of such change in control.




        Equity Retention Requirement.    Each non-employee director is required to establish a meaningful equity ownership interest in the Company. Non-employee directors are expected to own a number of shares of the Company's common stock (including unvested RSUs) having a value equal to five times the annual cash retainer payable to non-employee directors (exclusive of any additional amounts payable with respect to committee membership or service as a chair of the Board or a committee thereof, or meeting attendance)thereof). In general, non-employee directors have five years from their initial election or appointment to the Board to establish this level of ownership.





Director Summary Compensation Table


        The following table provides certain summary information concerning the compensation earned by our non-employee directors for the year ended December 31, 2014.2017.

Name(1)		Fees Earned in Cash(2)			Stock Awards(3)			Total			Fees Earned in Cash(3)			Stock Awards(4)			Total
James T. Armstrong		$	92,500		$	110,013		$	202,513		$	128,775		$	126,006		$	254,781
Tracey L. Belcourt		$	57,233		$	144,992		$	202,225		$	71,825		$	126,006		$	197,831
Robert Berglass		$	183,500		$	135,014		$	318,514		$	209,000		$	162,008		$	371,008
Candace H. Duncan			—		$	46,137		$	46,137		$	84,000		$	126,006		$	210,006
Sue Ann R. Hamilton			—		$	46,137		$	46,137		$	76,075		$	126,006		$	202,081
Joseph W. Harch		$	117,586		$	110,013		$	227,599		$	122,500		$	126,006		$	248,506
Robin S. Hickenlooper											$	79,083		$	126,006		$	205,089
Dennis Holt		$	94,500		$	110,013		$	204,513		$	86,000		$	126,006		$	212,006
Robin S. Pringle			—		$	46,137		$	46,137
Christopher W. Shean(2)			—		$	46,137		$	46,137		$	105,000		$	126,006		$	231,006
Michael J. Silverstein		$	64,119		$	149,513		$	213,632

---

(1)

Mr. Apatoff,Walden, our President and Chief Executive Officer, is not included in this table because he is an FTD employee and does not earn any additional compensation for his services as a director. The compensation earned by Mr. ApatoffWalden as an FTD employee is shown in the Summary Compensation Table, which appears later in this proxy statement.



(2)

Mr. Shean served as Interim President and Chief Executive Officer from November 3, 2016 until March 1, 2017. The amounts shown represent compensation earned by Mr. Shean as a non-employee director when he was not serving as Interim President and Chief Financial Officer. The compensation earned by Mr. Shean as an FTD employee is shown in the Summary Compensation Table, which appears later in this proxy statement.



(3)

Fees earned in cash for the year ended December 31, 20142017 consisted of the following:

Name		Board Annual Retainer Fee			Fees Earned as Chair or Member of one or more Board Committees			Fees for Meetings Attended			Fees Earned in Cash
James T. Armstrong		$	48,000		$	22,500		$	22,000		$	92,500
Tracey L. Belcourt		$	43,233			—		$	14,000		$	57,233
Robert Berglass		$	123,000		$	26,500		$	34,000		$	183,500
Candace H. Duncan			—			—			—			—
Sue Ann R. Hamilton			—			—			—			—
Joseph W. Harch		$	48,000		$	34,586		$	35,000		$	117,586
Dennis Holt		$	48,000		$	17,500		$	29,000		$	94,500
Robin S. Pringle			—			—			—			—
Christopher W. Shean			—			—			—			—
Michael J. Silverstein		$	45,205		$	2,914		$	16,000		$	64,119

Name		Board Annual Retainer Fee			Fees Earned as Chair or Member of One or More Board Committees			Fees for Meetings Attended			Bonus			Fees Earned in Cash
James T. Armstrong		$	63,000		$	34,775		$	6,000		$	25,000		$	128,775
Tracey L. Belcourt		$	63,000		$	7,825		$	1,000			—		$	71,825
Robert Berglass		$	153,000		$	47,000		$	9,000			—		$	209,000
Candace H. Duncan		$	63,000		$	16,000		$	5,000			—		$	84,000
Sue Ann R. Hamilton		$	63,000		$	9,075		$	4,000			—		$	76,075
Joseph W. Harch		$	63,000		$	50,500		$	9,000			—		$	122,500
Robin S. Hickenlooper		$	63,000		$	12,083		$	4,000			—		$	79,083
Dennis Holt		$	63,000		$	15,000		$	8,000			—		$	86,000
Christopher W. Shean		$	54,000			—		$	1,000		$	50,000		$	105,000

(3)


Bonus amounts for Messrs. Armstrong and Shean reflect compensation paid in respect of their work on the Chief Executive Officer transition.



(4)

On January 21, 2014,June 6, 2017, each of our non-employee directors other than Mr. SilversteinBerglass was awarded restricted stock unitsRSUs covering 1,229 shares of our common stock. On February 5, 2014, Ms. Belcourt was awarded restricted stock units covering 1,1737,119 shares of our common stock. On June 10, 2014, each of Ms. Belcourt and Messrs. Armstrong, Harch, Holt and Silverstein6, 2017, Mr. Berglass was awarded restricted stock unitsRSUs covering 3,5739,153 shares of our common stock. On June 10, 2014, Mr. Berglass was awarded restricted stock units




covering 4,385 shares of our common stock. On December 31, 2014, Mses. Duncan, Hamilton and Pringle and Mr. Shean were awarded restricted stock units covering 1,325 shares of our common stock. Each unit provided such director with the right to receive one share of our common stock upon the vesting of that unit. The amount reported in this column represents the grant date fair value of each such restricted stock unitRSU award, calculated in accordance with Accounting Standards Codification Topic 718,




Compensation—Stock Compensation ("ASC 718"), and does not take into account any estimated forfeitures related to the service-based vesting condition in effect for the award. For information regarding assumptions underlying the ASC 718 valuation of our equity awards, see Note 1110 to our audited consolidated financial statements for the fiscal year ended December 31, 20142017 included in our Annual Report on Form 10-K for that period.

        The following table shows the number of shares of our common stock subject to the outstanding restricted stock unitsRSUs and stock options which each of our non-employee directors held as of December 31, 2014:2017:

Name		Aggregate Number of Shares Subject to to RSUs			Aggregate Number of Shares Subject to to Options
James T. Armstrong			3,5737,119			—
Tracey L. Belcourt			3,5737,119			—
Robert Berglass			4,3859,153			—
Candace H. Duncan			1,3257,119			—
Sue Ann R. Hamilton			1,3257,119			—
Joseph W. Harch			3,5737,119			—
Robin S. Hickenlooper			7,119			—
Dennis Holt			3,5737,119			—
Robin S. Pringle			1,325			—
Christopher W. Shean			1,3257,119			—
Michael J. Silverstein			3,573			—

Vote Required

        The vote of a plurality of our outstanding shares of common stock represented in person or by proxy at the annual meeting and entitled to vote is required to elect the three director nominees to serve on our Board of Directors for a term of office to expire at the third annual meeting of stockholders following their election, with each director to hold office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. The nominees receiving the highest number of affirmative votes will be elected.

Recommendation of the Board of Directors

        Our Board of Directors recommends that the stockholders voteFOR the election of the director nominees listed above.





PROPOSAL TWO: RATIFICATION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM


        The Audit Committee of the Board of Directors has appointed the firm of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2015,2018, and is asking the stockholders to ratify this appointment. A representative of Deloitte & Touche LLP is expected to be present at the annual meeting, will have the opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.

        In the event the stockholders fail to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, the Audit Committee may reconsider its selection.

Principal Accountant Fees and Services

        PricewaterhouseCoopersDeloitte & Touche LLP ("PwC")has served as our independent registered public accounting firm for the fiscal year ended December 31, 2013. On November 1, 2013, we became an independent, publicly-traded company on the NASDAQ Global Select Market under the symbol "FTD." Prior to November 1, 2013, FTD Companies, Inc. was a wholly-owned subsidiary of United Online. Deloitte served as our independent registered public accounting firm for the fiscal year ended December 31,since 2014. The aggregate fees billed by Deloitte and PwC& Touche LLP for the professional services described below for the fiscal years ended December 31, 20142017 and December 31, 2013,2016, respectively, are set forth in the table below.

		Year Ended December 31,						Year Ended December 31,
		2014			2013			2017			2016
Audit Fees(1)		$	1,107,250		$	823,193		$	2,215,000		$	1,955,400
Audit Related Fees(2)			666,964			—			8,000			21,510
Tax Fees(3)			12,462			9,952			—			36,800
All Other Fees(4)			9,500			1,955			7,600			7,600
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total		$	1,796,176		$	835,100		$	2,230,600		$	2,021,310
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​

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(1)

For 2014,2017 and 2016, represents fees incurred for the audit of our consolidated financial statements, as well as fees incurred for audit services that are normally provided by Deloitte & Touche LLP in connection with other statutory or regulatory filings or engagements. For 2013, represents fees incurred for the audit of our consolidated financial statements and review of the interim condensed consolidated financial statements issued subsequent to the Separation, as well as fees incurred for audit services that are normally provided by PwC in connection with other statutory or regulatory filings or engagements.



(2)

For 2014,2017 and 2016, represents fees incurred for assurance and related services that are normally performed by Deloitte & Touche LLP, are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under "Audit Fees." For 2014, such fees related primarily to the Acquisition. For 2013, audit-related fees of $460,500 related to the Separation were billed to United Online by PwC for services that are reasonably related to the performance of the audit of our consolidated financial statements and not reported under "Audit Fees." Such fees are allocated to and reimbursed by FTD under the Separation and Distribution Agreement, which was executed between us and United Online in connection with the Separation. As such fees were not billed directly to FTD, they are excluded from the table above.



(3)

Represents fees primarily incurred in connection with international tax compliance and consulting services.






(4)

In 2014,For 2017 and 2016, fees for other professional services were related to accessing Deloitte's online research databases. In 2013, fees for other professional services were related to accessing PwC'sDeloitte & Touche LLP's online research databases.

Change of Independent Public Accountants

        As previously reported in our Current Report on Form 8-K filed with the SEC on January 7, 2014, in November 2013, the Audit Committee approved a resolution to request proposals for the fiscal year 2014 consolidated audit of FTD and its subsidiaries. On January 2, 2014, our then-current auditor, PwC, informed us and the Audit Committee of its decision to not respond to the request for proposal, and therefore, declined to stand for re-election after completion of the audit of FTD's consolidated financial statements for the year ended December 31, 2013.

        The reports of PwC on FTD's consolidated financial statements as of and for the year ended December 31, 2013 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

        During the year ended December 31, 2013, and during the subsequent interim period through January 2, 2014 (the date PwC notified FTD that it was declining to stand for re-election), there have been no disagreements between FTD and PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused PwC to make reference thereto in PwC's reports on FTD's financial statements for such periods; and there were no reportable events, as listed in Item 304(a)(1)(v) of Regulation S-K.

        In connection with filing our Current Report on Form 8-K, we provided PwC with a copy of the disclosures in such Current Report and requested from PwC a letter addressed to the SEC indicating whether it agreed with such disclosures. A copy of PwC's letter dated January 7, 2014 is attached as Exhibit 16.1 to our Current Report on Form 8-K filed on January 7, 2014.

        On March 18, 2014, the Audit Committee approved the appointment of Deloitte & Touche LLP as our independent registered public accounting firm to perform independent audit services beginning with the fiscal year ending December 31, 2014. During the years ended December 31, 2013 and December 31, 2012, and during the subsequent interim period through March 18, 2014, neither us, nor anyone on our behalf, consulted Deloitte & Touche LLP regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to our financial statements, and neither a written report nor oral advice was provided to us by Deloitte & Touche LLP that Deloitte & Touche LLP concluded was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a "reportable event" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).

        On April 22, 2015, the Audit Committee approved the appointment of Deloitte & Touche LLP as our independent registered public accounting firm to perform independent audit services for the fiscal year ending December 31, 2015.

Determination of Independence

        The Audit Committee of the Board of Directors has determined that the provision by Deloitte & Touche LLP of the services covered under the heading "All Other Fees" above was compatible with maintaining Deloitte & Touche'sTouche LLP's independence for the fiscal year ended December 31, 2014. The Audit Committee of the Board of Directors determined that the provision by PwC of the services covered




under the heading "All Other Fees" above was compatible with maintaining PwC's independence for the fiscal year ended December 31, 2013.2017.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non Audit Services

        Under its charter, the Audit Committee must pre-approve all engagements of our independent registered public accounting firm, unless an exception to such pre-approval exists under the Exchange Act or the rules of the SEC. The Audit Committee maintains a policy requiring the pre-approval of all services to be provided by our independent registered public accounting firm. The Audit Committee




has delegated to its Chair the authority to evaluate and approve service engagements on behalf of the full Audit Committee in the event a need arises for specific pre approvalpre-approval between Audit Committee meetings. All of the audit, audit-related, tax services and all other services provided by our independent registered public accounting firm for the 20142017 fiscal year were approved by the Audit Committee in accordance with the foregoing procedures.

Vote Required

        The affirmative vote of holders of a majority of the shares of our common stock represented in person or by proxy at the annual meeting and entitled to vote on the matter is required to ratify the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2015.2018.

Recommendation of the Board of Directors

        Our Board of Directors recommends that the stockholders voteFOR the ratification of the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2015.2018.





PROPOSAL THREE: APPROVAL OF THEFIRST AMENDMENT AND RESTATEMENT OFTO THE FTD COMPANIES, INC.
THIRD AMENDED AND RESTATED 2013 INCENTIVE COMPENSATION PLAN


General

        We are asking stockholders to approve an amendment (the "Amendment") to the FTD Companies, Inc. Third Amended and Restated 2013 Incentive Compensation Plan (amended(last amended and restated as of June 9, 2015), which we refer to as6, 2017) (the "Plan"). The Plan was approved by the Amended Plan.Board on April 19, 2017 and was approved by our stockholders on June 6, 2017. On April 22, 2015,23, 2018, upon recommendation of the Compensation Committee, the Board unanimously approved and adopted the Amended Plan,Amendment, subject to the approval of our stockholders at the 20152018 annual meeting of stockholders. The Amended Plan continues to afford usAmendment, if approved, would (1) increase the ability to design compensatorynumber of shares of common stock available for awards that are responsive to our needs, and includes authorization for a variety of awards designed to advance our interests and long-term success by encouraging stock ownership among our officers and other employees, non-employee directors and other persons.

        The Amended Plan amends and restates in its entirety the FTD Companies, Inc. Amended and Restated 2013 Incentive Compensation Plan, or Current Plan. The material terms for qualified performance-based compensation for purposes of Section 162(m) ("Section 162(m)") of the Internal Revenue Code of 1986, as amended (the "Code") under the Current Plan, were approved by our stockholders at the June 10, 2014 annual meeting of stockholders.(2) revise certain share counting provisions, and (3) make certain other changes, including clarifying and conforming changes, as described below.

        If the Amended PlanAmendment is approved by stockholders at the 20152018 annual meeting of stockholders, it will become effective on that day. However, the terms and conditions of the Plan as so amended, to the extent they differ from the terms and conditions of the Plan, do not apply to or otherwise impact previously granted or outstanding awards under the Plan prior to such date. Outstanding awards under the Current Plan will continue in effect in accordance with their terms. If the Amended PlanAmendment is not approved by our stockholders, no awards will be made under the Amended Plan,Amendment, and the Current Plan will continue as currently in effect. In addition, our ability under the Current Plan to make certain performance awards may be limited.

        Our principal reason for amending and restating the Current Plan is to increase the number of shares of common stock available for awards under the Amended Plan. Stockholder approval of the Amended Plan is also intended to again constitute approval of the material terms for "qualified performance-based compensation" under the Amended Plan for purposes of Section 162(m). In general, Section 162(m) disallows a deduction for certain compensation paid to our Chief Executive Officer and to each of our other three most highly compensated executive officers, other than our Chief Financial Officer, in a taxable year to the extent that compensation to the covered employee exceeds $1 million for such year. However, "qualified performance-based compensation" under Section 162(m) is generally not subject to the deduction limit if the compensation satisfies the requirements of Section 162(m). While we believe it is in the best interests of us and our stockholders to have the ability to potentially grant "qualified performance-based compensation" under Section 162(m) under the Amended Plan, we may decide to grant compensation to covered employees that will not qualify as "qualified performance-based compensation" for purposes of Section 162(m). Moreover, even if we intend to grant compensation that qualifies as "qualified performance-based compensation" for purposes of Section 162(m) under the Amended Plan, we cannot guarantee that such compensation will so qualify or ultimately will be deductible.

        Generally, compensation attributable to stock options, appreciation rights and other performance-based awards may be deemed to qualify as "qualified performance-based compensation" under Section 162(m) if: (1) the grant is made by a committee of outside directors for purposes of Section 162(m); (2) the shareholder-approved plan under which the award is granted states the maximum number of shares with respect to which share-based awards may be granted, and the maximum amount of cash awards that may be granted, to any individual during a specified period of time; and (3) the amount of compensation an individual may receive under the awards is based solely on the achievement of one or more pre-established performance goals which incorporate business criteria approved by stockholders (or, in the case of stock options or appreciation rights, the increase in the value of the shares after the date of grant). Stockholder approval of this Proposal Three is intended to satisfy the shareholder approval requirements under Section 162(m).




We are seeking stockholder approval of the material terms for "qualified performance-based compensation" under the Amended Plan, including the performance measuresalso revising certain share counting provisions and applicable individual grant limits under the Amended Plan, as well as the individuals eligible to receive awards under the Amended Plan, to have the flexibility to potentially grant awards under the Amended Plan that may be fully deductible for federal income tax purposes. If our stockholders approve the material terms for "qualified performance-based compensation" under the Amended Plan, assuming that allmaking certain other Section 162(m) requirements are met, we may be able to obtain tax deductions with respect to awards issued under the Amended Plan to our Section 162(m) executive officers without regard to the limitations of Section 162(m) through the 2020 annual meeting of stockholders (in other words, for five years).

        The Amended Plan also includes various other substantive changes and non-substantiveclarifying and conforming changes. The material substantive changes are described in the "Summary of Material Changes" below, which is followed by a description of the highlights of the Amended Plan and a summary description of the other provisions of the Amended Plan.

        The actual text of the Amended PlanAmendment is attached to this proxy statement asExhibit A. The following description of the Amended Plan, as it would be in effect if the Amendment is approved, is only a summary of its principal terms and provisions and is qualified by reference to the actual text of the Amendment as set forth inExhibit A and the Plan, as it was amended and restated on June 6, 2017, as set forth inExhibit B.

Why We Recommend That You Vote for Proposal Three

Share Increase

        The Amended Plan authorizes the Compensation Committee to provide equity-based compensation in the form of stock options, stock appreciation rights (or SARs)("SARs"), restricted stock, restricted stock units,RSUs, performance shares, performance units, stock awards and dividend equivalents for the purpose of providing our employees, non-employee directors and certain non-employees who perform employee functions (and those of our affiliates) incentives and rewards for performance. Some of the key features of the Amended Plan that reflect our commitment to effective management of equity and incentive compensation are set forth below in this subsection.

        We believe that our future success depends in part on our ability to attract, motivate and retain high quality employees and non-employee directors and that the ability to provide equity-based and incentive-based awards under the Amended Plan is critical to achieving this success. We would be at a severe competitive disadvantage if we could not use stock-based awards to recruit and compensate our employees and non-employee directors.

        The use of common stock as part of our compensation program is also important to our continued success because we believe it fosters a pay-for-performance culture that is an important element of our overall compensation philosophy. We believe that equity compensation motivates employees and non-employee directors to create stockholder value because the value such individuals realize from their equity compensation is based on our stock price performance. Equity compensation also aligns the compensation interests of our directors and employees with the investment interests of our stockholders and promotes a focus on long-term value creation, because our equity compensation awards are subject to vesting and/or performance criteria.




        As of April 10, 2018, 1,412,248 shares remained available for issuance under the Plan. If the Amended PlanAmendment is not approved, we may be compelled to increase significantly the cash component of our employee and non-employee director compensation, which may not necessarily align employee and non-employee director compensation interests with the investment interests of our stockholders as well as equity-based awards. Replacing equity awards with cash would also increase cash compensation expense and use cash that would be better utilized if reinvested in our businesses or returned to our stockholders.




        The following includes aggregated information regardingour view of the overhang and dilution associated with the Current Plan and the potential stockholder dilution that would result if our proposed share increase under the Amended PlanAmendment is approved. This information is as of December 31, 2014.2017. As of that date, there were approximately 29,193,03727,642,190 shares of common stock outstanding:

•

Outstanding full-value awards (restricted stock units)(RSUs): 583,587737,772 shares (1.9%(2.1% of our fully-diluted shares outstanding);



•

Outstanding stock options: 381,0973,373,953 shares (1.3%(9.6% of our fully-diluted shares outstanding) (outstanding stock options have a weighted average exercise price of $30.15$23.35 and a weighted average remaining term of 8.24.0 years);



•

Total shares of common stock subject to outstanding awards, as described above (restricted stock units(RSUs and stock options): 964,6844,111,725 shares (3.2%(11.7% of our fully-diluted shares outstanding);



•

Total shares of common stock available for future awards under the Current Plan: 259,3573,308,808 shares (0.9%(9.4% of our fully-diluted shares outstanding);



•

The total number of shares of common stock subject to outstanding awards (964,684(4,111,725 shares), plus the total number of shares available for future awards under the Current Plan (259,357(3,308,808 shares), represents a current fully-diluted overhang percentage of 4.0%21.2% (in other words, the potential dilution of our stockholders represented by the Current Plan);



•

If the Amended Plan is approved, the issuance of additional shares to be reserved under the Amended Plan would potentially dilute the holdings of our shareholders by an additional 13.4% on a fully diluted basis; and



•

If the Amended PlanAmendment is approved, the total shares of common stock subject to outstanding awards as of December 31, 2014 (964,6842017 (4,111,725 shares), plus the total number of shares available for future awards under the Plan (3,308,808 shares), plus the proposed additional shares available for issuance under the Amended Plan (5,200,000Amendment (3,600,000 shares), represent a total potential fully-diluted overhang of 6,164,68411,015,533 shares (17.4%(28.5%) under the Amended Plan.Plan, which is an increase of 7.3% (from 21.2% to 28.5%) of fully-diluted shares.

        Based on the closing price on the NASDAQ Global Select Market for our common stock on April 16, 201510, 2018 of $29.50$5.42 per share, the aggregate market value as of that date of the 5,200,000additional 3,600,000 shares of common stock availablerequested under the Amended PlanAmendment was $153.4$19.5 million.

        In 20132015, 2016 and 2014,2017, we granted awards under the Current Plan covering 488,616¹approximately 2,238,000, 1,526,000 and 470,8852,085,000 shares of common stock, respectively. Based on our basic weighted average of shares of common stock outstanding for those twothree years of 18,640,00028,722,000, 27,483,000 and 18,962,000,27,484,000, respectively, for the two-yearthree-year period 2013-2014,2015-2017, our average burn rate, not taking into account forfeitures, was 2.55%7.0% (our individual years' burn rates were 2.62%7.8% for 20132015, 5.6% for 2016 and 2.48%7.6% for 2014)2017).

        In determining the number of shares to request for approval under the Amended Plan,Amendment, our management team worked with Frederic W. Cook & Co., Inc. ("FW Cook,Cook"), the Compensation Committee's independent compensation consultant, and the Compensation Committee to evaluate a number of factors including our recent share usage and criteria expected to be utilized by proxy advisory firms in evaluating our proposal for the Amended Plan.Amendment.




        If the Amended PlanAmendment is approved, we intend to utilize the shares authorized under the Amended Plan to continue our practice of incentivizing key individuals through annual equity grants. We currently anticipate that the additional shares requested under the Amendment will last for about two to four years, based on our historic grant rates and the approximate current share price, but could last for a shorter period of time if actual practice does not match historic rates or our share price changes materially. However, we do not as a matter of course make public forecasts as to utilization of equity awards due to the unpredictability of the underlying assumptions and estimates. In particular, our actual usage will be impacted by changes in the number and level of our employees, the type of equity awards we grant, our potential growth and activities, the financial impact of grants and other factors, such as industry performance and general business, economic, regulatory, market and financial conditions, as well as factors specific to our business, all of which are difficult to predict and many of which are beyond our control. As noted in "Summary ofbelow, if the Other Provisions of the Amended Plan" and elsewhere below,Amendment is approved, our Compensation Committee would retain full discretion under the Amended Plan to determine the number and amount

---

¹

The number of FTD shares for 2013 and the related burn rate calculation exclude 546,549 shares underlying awards made prior to 2013 under various United Online stock plans that were converted into FTD awards under the Current Plan as required by the terms of the applicable United Online stock plans.




of awards to be granted under the Amended Plan, subject to the terms of the Amended Plan, andgranted; except as described below, future benefits that may be received by participants under the Amended Plan are not determinable at this time.

        We believe that we have demonstrated a commitment to sound equity compensation practices since the Separation.practices. We recognize that equity compensation awards dilute stockholder equity, so we have carefully managed our equity incentive compensation. Our equity compensation practices are intended to be competitive and consistent with market practices, and we believe our historical share usage has been responsible and mindful of stockholder interests, as described above.

Section 162(m)

        As discussed above, one reason for submitting this Proposal Three to stockholders is to again obtain stockholder approval of the material terms for "qualified performance-based compensation" under the Amended Plan for purposes of Section 162(m). Such stockholder approval is expected to enable us to structure certain awards so that they may be able to qualify as "qualified performance-based compensation" under Section 162(m).

        In particular, the Amended Plan includes a list of performance measures upon which the Compensation Committee must condition a grant or vesting of a "qualified performance-based award" pursuant to the Amended Plan, which measures are as follows (including relative or growth achievement regarding such measures):

•

earnings or operating income before interest, taxes, depreciation, amortization and/or charges for stock-based compensation;



•

earnings per share;



•

growth in earnings or earnings per share;



•

market price of the common stock;



•

return on equity or average stockholder equity;



•

total stockholder return or growth in total stockholder return, either directly or in relation to a comparative group;



•

return on capital;



•

return on assets or net assets;



•

invested capital, rate of return on capital or return on invested capital;



•

revenue, growth in revenue or return on sales;



•

income or net income;



•

operating income or net operating income;



•

operating profit or net operating profit;



•

operating margin;



•

return on operating revenue or return on operating profit;



•

cash flow or cash flow per share (before or after dividends);



•

market share;



•

collections and recoveries;



•

debt reduction;




•

litigation and regulatory resolution goals;



•

expense control goals;



•

budget comparisons;



•

development and implementation of strategic plans and/or organizational restructuring goals;



•

productivity goals;



•

workforce management and succession planning goals;



•

economic value added;



•

measures of customer satisfaction;



•

formation of joint ventures or marketing or customer service collaborations or the completion of other corporate transactions intended to enhance our revenue or profitability or enhance our customer base;



•

mergers, acquisitions and other strategic transactions;



•

earnings before interest, taxes, depreciation and amortization; and



•

fulfillment measures.

        In addition to the performance measures, the Amended Plan includes individual grant limits for equity or incentive awards that can be granted pursuant to the Amended Plan, as further described below under the heading "Summary of the Other Provisions of the Amended Plan."

        In evaluating this Proposal Three, stockholders should consider all of the information in this Proposal Three.

Summary of Material Changes

        Increase in the Number of Available Shares.    The CurrentSubject to applicable share counting rules and adjustment provisions of the Plan, authorizes awards underas of December 31, 2017, the Current Plan for up to 1,601,518 shares of common stock. The total aggregate number of shares of common stock available for issuance or transfer for awards under the Amended Plan is 5,200,000 (which includesfor new awards was 3,308,808 shares remaining availableof common stock. The Amendment provides an additional 3,600,000 shares of common stock for future awardsuse under the Current Plan), reduced, usingPlan (such additional shares are also subject to the fungible share counting rules described below, byand adjustment provisions of the Plan). To clarify, this share amount is subject to increase for any shares of common stock subject to awards that have been granted at any time under the CurrentFTD Companies, Inc. 2013 Incentive Compensation Plan between December 31, 2014(or subsequent versions of such plan document, including amendments and the effective date of the Amended Plan, plus sharesamendments and restatements thereof) that again become available under the Amended Plan after December 31, 20142017 as a result of the share recycling provisionsforfeiture, cancellation, expiration, cash settlement or less-than-maximum earning of such awards or in satisfaction of tax withholding obligations. Shares of common stock issued or transferred under the Amended Plan all as further explained below under "Summarymay consist in whole or in part of the Other Provisionsauthorized but unissued shares or treasury shares.

        The shares of the Amended Plan." The number and kind of sharescommon stock available under the Amended Plan are subject to adjustment for stock dividends and stock splits and in certain other situations as further described in the Amended Plan.

        Fungible Share Counting.    The Amended Plan implements fungible share counting. This means that the aggregate share limit described above will be reduced by (1) one share of common stock for every one share of common stock that is subject to a stock option or SAR, and (2) two and three tenths (2.3) shares of common stock for every one share of common stock subject to an award other than agranted on or after June 6, 2017 (the "Plan Restatement Date"). Any shares of common stock that again become available under the Plan will, except as otherwise provided in the Plan, be added back in the same manner such shares were originally counted against the applicable share limit under the FTD Companies, Inc. 2013 Incentive Compensation Plan (or subsequent versions of such plan document, including amendments and amendment and restatements thereof).

        Revisions to Share Counting Provisions.    If, after December 31, 2017, any shares of common stock subject to an award granted under the FTD Companies, Inc. 2013 Incentive Compensation Plan (or subsequent versions of such plan document, including amendments and amendments and restatements thereof) are forfeited, or such an award is cancelled or forfeited, expires, is settled for cash (in whole or in part), or is unearned (in whole or in part), the shares of common stock subject to such award




will, to the extent of such cancellation, forfeiture, expiration, cash settlement, or unearned amount, be available for awards under the Plan. As of the Plan Restatement Date, in the event that the exercise price of an option or a SAR.the withholding tax liabilities arising from an award are satisfied by the tendering of shares of common stock (either actually or by attestation) or by the withholding of shares of common stock by the Company, the shares of common stock so tendered or withheld shall again be available for awards under the Plan as provided for under the Plan;provided,however, that no such shares of common stock shall again become available under the Plan in this manner after the tenth anniversary of the Plan Restatement Date.

        Per-Person Share Limits.Revision to Incentive Stock Option Limit.    The Amended Plan revisesAmendment provides that the per-person limits on awards denominated inmaximum number of shares of common stock which may be issued pursuant to incentive stock options ("ISOs") granted under the Plan shall not exceed 6,908,808 shares in the aggregate, subject to adjustment as further described in the Plan.

        Clarification of Non-Employee Director Compensation Limit.    The Amendment includes clarifying language to the effect that, with respect to any individual who is a non-employee director of ours, in no event will such person in any calendar year be granted compensation for such service having an aggregate maximum value (calculating the value of any awards based on the grant date fair value for financial reporting purposes) in excess of $750,000 (with any such compensation that is deferred counted for the year in which such compensation was earned rather than the year in which such deferred compensation is actually paid).

        Revisions to Deferred Dividends and Dividend Equivalent Rights for Certain Awards.    The Amendment includes revisions to the effect that dividends or dividend equivalents relating to a stock issuance program award subject to service or performance vesting requirements will not vest or otherwise become payable prior to the vesting of that award (or the portion of that award to which the dividend or dividend equivalent relates) and will, accordingly, be subject to cancellation and forfeiture to the same extent as the underlying award in the event the service or performance conditions are not attained.

Section 162(m)

        Section 162(m) of the Internal Revenue Code (the "Code") generally disallows a deduction for certain compensation paid to certain executive officers (and, beginning in 2018, certain former executive officers) to the extent that compensation to a covered employee exceeds $1 million for such year. Compensation qualifying for a performance-based exception as "qualified performance-based compensation" under Section 162(m) of the Code has historically not been subject to the deduction limit if the compensation satisfies the requirements of Section 162(m) of the Code. This exception has now been repealed, effective for taxable years beginning after December 31, 2017, unless certain transition relief for certain compensation arrangements in place as of November 2, 2017 is available. The Plan as amended retains certain legacy provisions that were originally included in the Plan to help potentially qualify awards denominated in cash, and providesgranted under it for the performance-based exception to the $1 million tax deductibility cap under Code Section 162(m) (provided that such limits only apply to awards were intended to constitute "qualifiedqualify for the performance-based compensation"exception). To be clear, stockholders are not being asked to approve the Amendment or the Plan (or any of their provisions) for purposes of Section 162(m). Further, of the limit on awardsCode or the performance-based exception. Currently, we do not anticipate that we will be able to non-employee directors is now expressed as a maximum grant date fair value dollar amount rather than as a maximum numbermake any future grants under the Plan that will be intended to qualify for the performance-based exception; thus, while those terms are described in this proposal, unless the transition relief described above should apply, we do not expect that such Code Section 162(m)-related provisions will be material or operable for purposes of shares, as further described below. In addition,future grants made under the Amended Plan no longer requires that the per-person dollar limitation on awardsPlan.




intended to constitute "qualified performance-based compensation" be pro-rated for fractional calendar years. Finally,Summary of the Other Provisions of the Plan, as Amended Plan provides thatby the per-person limits under the Amended Plan will be multiplied by two for new participants in their first year of service with us.Amendment

        Adjustment Authority.Change in Control Provisions.    The Amended Plan clarifies that, in the event of certain corporate transactions or events (as further described below), for each stock option or SAR with a purchase or exercise price greater than the consideration offered in connection with any such transaction or event (or a change in control of us), the administrator of the Amended Plan may cancel such stock option or SAR without any payment to the person holding it. Further, in the event of any such transaction or event, the Compensation Committee must provide in substitution for any or all outstanding awards under the Amended Plan such alternative consideration (including cash), if any, as it, in good faith, determines to be equitable in the circumstances and will require in connection with such substitution the surrender of all awards under the Amended Plan that are so replaced in a manner that complies with Section 409A of the Code. Finally, the Amended Plan clarifies that the Amended Plan's general prohibition on the repricing of stock options and SARs without stockholder approval does not prohibit the repricing of such awards in the event of certain corporation transactions or events, as described above.

        Clarification of Delegation Authority and Eligibility.    The Current Plan provides that the Compensation Committee has sole authorityplan administrator with flexibility to administer the Plantake certain actions with respect to our officers or directors who are subject to Section 16 of the Exchange Act. The Amended Plan clarifies that the Compensation Committee also has the sole authority to administer the Amended Plan with respect to "covered employees" under Section 162(m). In addition, the Amended Plan clarifies that only persons who satisfy the Form S-8 definition of "employee" may participate in grants under the Amended Plan.

        Allowances for Conversion Awards and Assumed Plans.    The Amended Plan adds a new section providing that common stock issued or transferred under awards granted under the Amended Plan in substitution for or conversion of, or in connection with an assumption of, stock options, SARs, restricted stock, restricted stock units or other stock-based awards held by awardees of an entity engaging in a corporate acquisition or merger transaction with us or any of our subsidiaries will not count against (or be added back to) the aggregate share limit or other Amended Plan limits. Additionally, shares available under certain plans that we or our subsidiaries may assume in connection with corporate transactions from another entity may be available for certain awards under the Amended Plan, under circumstances further described in the Amended Plan, but will not count against the aggregate share limit or other Amended Plan limits.

        New Provisions with Respect to Stock Options.    The Amended Plan (1) provides that an award agreement evidencing a grant of stock options may include automatic exercise provisions, (2) clarifies that the holder of a stock option will not have rights to dividends or dividend equivalents with respect to the stock option, and (3) clarifies that a stock option may not be transferred for value.

        New Provisions with Respect to SARs.    The Amended Plan (1) clarifies that tandem SARs (as described below) may be granted at any time prior to the exercise of the related stock option (except that a tandem SAR granted in relation to an incentive stock option, or ISO, must be granted concurrently with the ISO), and (2) clarifies that the holder of a SAR will not have rights to dividends or dividend equivalents with respect to the SAR.

        Revisions to Change in Control Acceleration Provisions; "Double-Trigger" Treatment.    Under the Amended Plan, the provisions with respect to the acceleration ofoutstanding awards in the event of a change in control of us have been simplified to providecontrol. The Plan generally provides that, in general, an award under the Amended Plan may provide for accelerated vesting in the event of a change in control,only where either (1) within a specified period unless otherwise provided in an award agreement or as provided by the plan administrator at the time of grant, the plan administrator generally may continue or accelerate the vesting and/or exercisability of awards, waive or modify performance or other conditions related to the payment or other rights under awards, cancel and cash out awards, or make such other modifications or adjustments as the plan administrator deems appropriate to maintain and protect the rights and interests of holders of such awards upon or following the change in control the holder of the award is involuntarily terminated for reasons other than for "cause" (as defined in the Amended Plan or the applicable award agreement) or




terminates his or her employment for "good reason" (as defined in the applicable award agreement), or (2) the award is not assumed, continued or converted into replacement awards in a manner described in the award agreement, in each case as further described in the Amended Plan.

        Clarification of Amendment Authority.control. The Amended Plan adds a provision to the effect that, subject to the Amended Plan's prohibition on the repricing of stock options and SARs, the Compensation Committee may amend the terms of any award under the Amended Plan prospectively or retroactively, except in the case of an award intended to constitute "qualified performance-based compensation" under Section 162(m) (other than in connection with the participant's death or disability, or a change in control of us) where such action would result in the loss of the otherwise available exemption of the award under Section 162(m). Subject to the adjustment provisions of the Amended Plan, no such amendment will impair the rights of any participant without his or her consent. The Amended Plan also clarifies that the Board may terminate the Amended Plan at any time. However, termination of the Amended Plan will not affect the rights of participants or their successors under any awards outstanding under the Amended Plan and not exercised in full on the date of termination.

        Detrimental Activity and Recapture Provisions.    Under the Amended Plan, any award agreement may provide for the cancellation or forfeiture of an award or the forfeiture and repayment to us of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Compensation Committee from time to time, if a participant either (1) during employment or other service with us or a subsidiary or (2) within a specified period after termination of such employment or service, engages in any detrimental activity. In addition, any award agreement may also provide for the cancellation or forfeiture of an award or the forfeiture and repayment to us of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be required by the Compensation Committee or under Section 10D of the Exchange Act and any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which our common stock may be traded.

        Award Agreements.    The Current Plan provides that awards will be evidenced by written or electronic agreements between us and the participants evidencing awards made under the Current Plan. The Amended Plan provides additional flexibility in evidencing awards by providing that award agreements may be agreements, certificates, resolutions or other types of forms of writing or other evidence approved by the plan administrator. An award agreement may be in an electronic medium, may be limited to a notation on our books and records and, unless otherwise determined by the plan administrator need not be signed by a representative of ustake the same action or the participant.

        Change in Control Definition.    The Current Plan provides that an award agreement may provide for a different definition of "change in control" than the Current Plan itself. The Amended Plan now requires that all awards use the definition of change in control set forth in the Amended Plan, which is further described below.

        Additional Flexibility in the Design of Performance-Based Awards.    The Amended Plan clarifies that performance goalsactions with respect to performance-basedall awards, (1)or portions thereof, with respect to all holders of awards. Further, the plan administrator may be described (either on a generally accepted accounting principles ("GAAP") basis or non-GAAP basis) in terms of company-wide objectives or objectives that are relatedtake different actions with respect to the performancevested and unvested portions of the individual participant or of one or more of the subsidiaries, divisions, departments, regions, functions or other organizational units within us or our subsidiaries, (2) may be made relative to the performance of other companies or subsidiaries, departments, regions, functions or other organizational units within such other companies, and may be made relative to an index or one or more of the performance objectives themselves, and (3) in the case of awards that are intended to qualify as "qualified performance-based compensation" under Section 162(m), will be objectively determinable to the extent required under Section 162(m).




Other Amended Plan Highlightsawards.

        Incentive Programs.    The Amended Plan consists of three separate incentive compensation programs: (1) the discretionary grant program; (2) the stock issuance programprogram; and (3) the incentive bonus program. The principal features of each program are described throughout this Proposal Three. The Plan states that the plan administrator has the authority to determine any waiver, continuation or acceleration of vesting terms for any awards made under the discretionary grant program, the stock issuance program and the incentive bonus program.

        Administration.    The Compensation Committee (either acting directly or through a subcommittee of two or more members) has the exclusive authority to administer the discretionary grant, stock issuance and incentive bonus programs with respect to awards made to our officers and directors who are subject to Section 16 of the Exchange Act, and "covered employees" under Section 162(m), and the Board has vested in the Compensation Committee the authority to administer those programs with respect to all other eligible individuals. However, the Board may at any time vest in a secondary committee of one or more directors, or retain to itself, the power to administer such programs for individuals other than Section 16 persons and "covered employees." If the Board vests such authority to administer all, or a portion of those programs in the Compensation Committee, the Compensation Committee may delegate to one or more officers or directors the authority to grant and determine the terms of awards under the Plan, subject to such limitations as the Compensation Committee determines, but no such authority may be delegated with respect to awards made to our officers and directors who are subject to Section 16 of the Exchange Act and "covered employees" under Section 162(m). All awards to non-employee directors will beare made by the Board on the basis of the recommendations of the Compensation Committee or by the Compensation Committee (or a subcommittee thereof) comprised solely of independent directors. The term "plan administrator," as used in this summary, means the Compensation Committee (or subcommittee) and any secondary committee, to the extent each such entity is acting within the scope of its administrative authority under the Amended Plan.

        Members of the Compensation Committee or any secondary committee serve for such period of time as the Board may determine and may be removed by the Board at any time. The Board may also at any time terminate the functions of any secondary committee and reassume all powers and authority previously delegated to such secondary committee.

        Each plan administrator, will, within the scope of its administrative functions under the Amended Plan, havehas full power and authority (subject to the provisions of the Amended Plan)Plan and applicable law) to establish such rules and regulations as it may deemdeems appropriate for proper administration of the discretionary grant, stock issuance and incentive bonus programs and to make such determinations under, and issue such interpretations of, the provisions of those programs and any outstanding awards granted under such programs as it may deemdeems necessary or advisable. Decisions of the plan administrator within the scope of its administrative functions under the Amended Plan will beare final and binding on all parties who have an interest in the




discretionary grant, stock issuance and incentive bonus programs under its jurisdiction or any award under such programs. The Plan also provides that, except with respect to converted, assumed or substituted awards as described in the Plan, no stock options or SARs will be granted with an exercise or base price less than the fair market value of our common stock on the date of grant.

        Limited        Share Recycling Provisions.    Under the Amended Plan, if any shares of common stock subject to an award are forfeited, if an award is cancelled or expires or is forfeited, or if an award is settled for cash or is unearned (in whole or in part), then in each such case the shares of common stock subject to such award will,are, to the extent of such forfeiture, cancellation, expiration, or cash settlement again beor unearned amount, available for awards under the Amended Plan as described below.above with respect to share counting under the Plan. In the event that the exercise price of an option or the withholding tax liabilities arising from an award other than a stock option or SAR are satisfied by the tendering of shares of common stock (either actually or by attestation) or by the withholding of shares of common stock by us, the shares of common stock so tendered or withheld will again beare available for awards under the Amended Plan. However,Plan until the following shares of common stock will not be added back to the shares of common stock authorized for issuance or transfer under the Amended Plan: (1) shares of common stock tendered by the participant or withheld by us in paymenttenth anniversary of the purchase price of a stock option under the Amended Plan; (2) shares of common stock tendered by the participant or withheld by us to satisfy any tax withholding obligation with respect to stock options or SARs under the Amended Plan; (3) shares of common stock subject to a SAR under the Amended Plan that are not issued in connection with its stock settlement on exercise; and (4) shares of common stock reacquired by us on the open market or otherwise using cash proceeds from the exercise of stock options under the Amended Plan.Restatement Date.




        Shares of common stock issued or transferred pursuant to awards granted under the Amended Plan in substitution for or in conversion of, or in connection with the assumption of, awards held by awardees of an entity engaging in a corporate acquisition or merger with us or any of our subsidiaries willdo not count against the share limits under the Amended Plan. Additionally, shares available under certain plans that we or our subsidiaries may assume in connection with corporate transactions with another entity may be available for certain awards under the Amended Plan, but willdo not count against the share limits under the Amended Plan.

        No Repricing Without Stockholder Approval.    We have never repriced underwater stock options or SARs, and the repricing of stock options and SARs (outside of certain corporate transactions or adjustment events described in the Amended Plan) is prohibited without stockholder approval under the Amended Plan.

        Change in Control Definition.    The Amended Plan includes a definition of "change in control." Generally, unless otherwise provided in an award agreement, a change in control will beis deemed to have occurred (subject to certain limitations if the award is subject to Section 409A of the Code) upon any of the following events:

•

the consummation of a merger, consolidation or other reorganization approved by our stockholders in which a change in ownership or control of us is effected through the acquisition by any person or group of related persons (other than us or a person that, prior to such transaction, directly or indirectly controls, is controlled by or is under common control with, us) 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 our outstanding securities (as measured in terms of the power to vote with respect to the election of directors);



•

the consummation of a sale, transfer or other disposition of all or substantially all of our assets;



•

the consummation of any transaction or series of related transactions pursuant to which any person or group of related persons (other than us or a person that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under common control with, us) acquires directly or indirectly beneficial ownership of securities possessing more than fifty percent (50%) of the total combined voting power of our outstanding securities (measured in terms of the power to vote with respect to the election of directors) outstanding immediately after the consummation of such transaction or series of related transactions, whether such transaction involves a direct issuance from us or the acquisition of outstanding securities held by one or more of our existing stockholders; or





•

a change in a majority of the membership of the Board over a period of thirty-six (36) months or less that is not approved by the current membership of the Board or their approved successors, subject to certain limitations as described in the Amended Plan.

        Performance Goals.    The Amended Plan includes the concept of "performance goals," which are measurable (either on a GAAPthe basis of accounting principles generally accepted in the United States ("GAAP") or non-GAAP basis) performance objectives established pursuant to the Amended Plan for participants who have receivedreceive grants of performance shares or performance units or, when so determined by the Compensation Committee, stock options, SARs, restricted stock, restricted stock units,RSUs, cash incentive awards, dividend equivalents or other awards pursuant to the Amended Plan. Performance goals may be described in terms of company-wide objectives or objectives that are related to the performance of the individual participant or of one or more of the subsidiaries, divisions, departments, regions, functions or other organizational units within us or our subsidiaries. The performance goals may be made relative to the performance of other companies or subsidiaries, departments, regions, functions or other organizational units within such other companies, and may be made relative to an index or one or more of the performance objectives themselves. The performance goals applicable to any award intended to constitute "qualified performance-based compensation"




under Section 162(m) will be based on one or more, or a combination, of the metrics described above under "Section 162(m)"in the Plan (including relative or growth achievement regarding such metrics).

        Each applicable performance goal may include a minimum threshold level of performance below which no award will be earned, levels of performance at which specified portions of an award will be earned and a maximum level of performance at which an award will be fully earned. In the case of an award intended to constitute "qualified performance-based compensation" under Section 162(m), each performance goal will be objectively determinable to the extent required under Section 162(m). Each applicable performance goal may be structured at the time of the award to provide for appropriate adjustments or exclusions for one or more items, including: (a) asset impairments or write-downs; (b) litigation or governmental investigation expenses and judgments, verdicts and settlements in connection therewith; (c) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results; (d) accruals for reorganization and restructuring programs; (e) costs and expenses incurred in connection with actual or potential business combinations, mergers, acquisitions, dispositions, spin-offs, financing transactions, and other strategic transactions; (f) costs and expenses incurred in connection with the relocation of the principal offices of us or any parent or subsidiary; (g) any unusual, infrequent, extraordinary or nonrecurring items; (h) bonus or incentive compensation costs and expenses associated with cash-based awards made under the Amended Plan or other bonus or incentive compensation plans of us or any parent or subsidiary; (i) items of income, gain, loss or expense attributable to the operations of any business acquired by us or any parent or subsidiary; (j) items of income, gain, loss or expense attributable to one or more business operations divested by us or any parent or subsidiary or the gain or loss realized upon the sale of any such business or assets thereof; and (k) the impact of foreign currency fluctuations or changes in exchange rates. However, no such adjustment will be made in the case of an award intended to constitute "qualified performance-based compensation" under Section 162(m) if it would result in the loss of the otherwise available exemption under Section 162(m). Awards subject to performance goals may be either intended to qualify as "qualified performance-based compensation" or not intended to so qualify.

Other Features.

•

The Amended Plan also provides that, except with respect to converted, assumed or substituted awards as described in the Amended Plan, no stock options or SARs will be granted with an exercise or base price less than the fair market value of our common stock on the date of grant;



•

The Amended Plan contains an annual award limit on common stock awards and cash-based awards to our non-employee directors, which limit is established at lower levels than those for employee participants in the Amended Plan. The Amended Plan provides that, subject to the Amended Plan's adjustment provisions, in no event will any non-employee director receive awards under the Amended Plan in any calendar year in excess of $750,000 in aggregate grant date fair value (excluding any deferrals of cash fees/retains by such persons into shares of common stock); and



•

The Amended Plan is designed to allow awards made under the Amended Plan to potentially qualify as "qualified performance-based compensation" under Section 162(m).




Summary of the Other Provisions of the Amended Plan

General

        Eligibility.    Employees, as well as consultants and other independent advisors (provided that such individuals satisfy the Form S-8 definition of an "employee"), in our employ or service or in the employ or service of our parent or subsidiary companies (whether now existing or subsequently established) are eligible to participate in the discretionary grant, stock issuance and incentive bonus programs.Plan. Our non-employee directors (or directors of any parent or subsidiary company) are also eligible to participate in those three programs and may receive periodic awards under one or more of those programs.the Plan. As of April 16, 2015,10, 2018, there were approximately 170150 employees, 109 non-employee directors and 0no consultants expected to participate in the Amended Plan.

        Securities Subject to the Amended Plan.    Subject to adjustment as described The basis for participation in the Amended Plan by eligible persons is the numberselection of shares of common stock that may be issued or transferred

1)

uponsuch persons by the exercise of stock options or SARs,



2)

as shares of restricted stock and released from substantial risks of forfeiture,



3)

plan administrator in payment of restricted stock units,



4)

in payment of performance shares or performance units that have been earned,



5)

as direct stock issuances, or



6)

in payment of dividend equivalents earned with respect to awards under the Plan,

will not exceed in the aggregate 5,200,000 shares of common stock (which includes shares of common stock remaining available from the 1,601,518 shares of common stock originally authorized under the Current Plan in 2013),its discretion.minus (1) one share of common stock for every one share of common stock subject to a stock option or SAR granted under the Current Plan between December 31, 2014 and the effective date of the Amended Plan,minus (2) 2.3 shares of common stock for every one share of common stock subject to an award other than a stock option or SAR granted under the Current Plan between December 31, 2014 and the effective date of the Amended Plan,plus (3) any shares of common stock granted at any time under the Current Plan or the Amended Plan that again become available under the Amended Plan after December 31, 2014 as a result of forfeiture, cancellation, expiration, or cash settlement of awards or in satisfaction of certain tax withholding obligations as further described above under "Other Amended Plan Highlights." Shares of common stock issued or transferred under the Amended Plan may consist in whole or in part of authorized but unissued shares or treasury shares.

        As a result of the deductions described in the above paragraph, the total aggregate number of shares of common stock available for issuance or transfer for awards under the Amended Plan of 5,200,000 has already been reduced by shares subject to restricted stock unit awards (using the fungible share counting rules as described above) that have been granted under the Current Plan between December 31, 2014 and the effective date of the Amended Plan, as further described below.

        The aggregate number of shares of common stock available for issuance or transfer under the Amended Plan described above will be further reduced by (1) one share of common stock for every one share of common stock subject to a stock option or SAR granted on or after the effective date of the Amended Plan and (2) 2.3 shares of common stock for every one share of common stock subject to an award other than a stock option or SAR granted on or after the effective date of the Amended Plan. However, subject to the Amended Plan's share counting rules, shares of common stock covered by an award will not be counted as used unless and until they are actually issued or transferred. Any shares of common stock that again become available under the Amended Plan will be added back as (1) one share of common stock if such share was subject to a stock option or SAR granted under the




Current Plan or the Amended Plan, or (2) 2.3 shares of common stock if such share was issued or transferred pursuant to, or subject to, an award other than a stock option or SAR granted under the Current Plan or the Amended Plan.

        ISO Limitation.    The maximum number of shares of common stock which may be issued under the Amended Plan pursuant to stock options intended to qualify as ISOs may not exceed 4,445,600 shares in the aggregate, subject to adjustment as provided for in the Amended Plan.

        Per Person Limits.    Each person participating in the Amended Plan will beis also subject to the following limitations (each of which will be bothlimitation is multiplied by two for participants in the Amended Plan for the year in which their service to us commencescommenced and will be subject to adjustment from time to time as described in the Amended Plan):

•

for certain awards denominated in terms of shares of common stock (whether payable in common stock, cash or a combination of both) that are intended to constitute "qualified performance-based compensation" under Section 162(m), or options or SARs, the maximum number of shares of common stock for which such awards intended to constitute "qualified performance-based compensation" under Section 162(m), or options or SARs, may be granted to such person in any calendar year may not exceed in the aggregate 1,500,000 shares of common stock under the discretionary grant program and an additional 1,500,000 shares of common stock in the aggregate under each of the stock issuance and incentive bonus programs;



•

with respect to any individual who is a non-employee director of us or any parent or subsidiary, the maximum dollar amount for which awards may be granted to such individual in any calendar year may not exceed $750,000 in aggregate grant date fair value (excluding, for these purposes, any deferrals of cash fees/retainers by such persons into shares of common stock); and



•

for awards denominated in cash (whether payable in cash, common stock or a combination of both) and subject to one or more performance-vesting conditions that are intended to constitute "qualified performance-based compensation" under Section 162(m), the maximum dollar amount for which such awards may be granted in the aggregate to such person in any calendar year may not exceed $5,000,000.

Discretionary Grant Program

        Under the discretionary grant program, eligible persons may be granted stock options to purchase shares of our common stock or SARs tied to the value of our common stock. The plan administrator has complete discretion to determine which eligible individuals are to receive stock option grants or SARs, the time or times when those stock options or SARs are to be granted, the number of shares subject to each such grant, the time or times when the award is to become exercisable, the vesting schedule (if any) to be in effect for the grant, the maximum term for which the granted stock option or SAR is to remain outstanding (not to exceed ten years) and the status of any granted stock option as either an ISO or a non-statutory stock option under the federal tax laws.

        The plan administrator has the discretionary authority to structure one or more awards under the discretionary grant program so that those awards will vest and become exercisable only after the achievement of pre-established corporate performance objectives based on one or more performance goals and measured over the performance period specified by the plan administrator at the time of the award.

        Stock Options.    Each stock option is or will be evidenced by one or more documents in the form approved by the plan administrator, subject to the terms of the Amended Plan. Each granted stock option will havehas an exercise price per share determined by the plan administrator, but the exercise price may not be less than one hundred percent of the fair market value of the stock option shares on the grant date, except with respect to converted, assumed or substituted awards as described in the




Amended Plan. No granted stock option may have a term in excess of ten years. Each stock option generally vests and becomes exercisable for the underlying shares in one or more installments over a specified period of service measured from the grant date.

        The exercise price for a stock option will become immediately due upon exercise of the stock option. Such exercise price will, subject to the terms of the applicable award agreement, be payable in one or more of the following forms:

•

cash or check made payable to us;



•

shares of our common stock (whether delivered in the form of actual stock certificates or through attestation of ownership) held for the requisite period (if any) necessary to avoid any resulting charge to our earnings for financial reporting purposes and valued at fair market value on the date of exercise;





•

shares of our common stock otherwise issuable under the stock option but withheld by us in satisfaction of the exercise price, with such withheld shares to be valued at fair market value on the date of exercise;exercise (i.e., net option exercise); and



•

to the extent both permitted by law and the stock option is exercised for vested shares, through a special sale and remittance procedure pursuant to which the optionee will concurrently provide instructions to (a) a brokerage firm (reasonably satisfactory to us for purposes of administering such procedure in compliance with our pre-clearance/pre-notification policies) to effect the immediate sale of the purchased shares and remit to us, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable income and employment taxes required to be withheld by us by reason of such exercise and (b) us to deliver the certificates for the purchased shares directly to such brokerage firm (or provide for book entry transfer of such purchased shares) on such settlement date in order to complete the sale.

Except to the extent the sale and remittance procedure is utilized, payment of the exercise price for the purchased shares must be made on the date of exercise.

        Stock options may be granted as non-statutory stock options or as stock options intending to qualify as ISOs. Stock option awards that are intended to constitute ISOs are subject to additional terms and conditions as further described in the Amended Plan.

        SARs.    The Amended Plan allows the issuance of two types of SARs under the discretionary grant program:

•

Tandem SARs granted in conjunction with stock options, which provide the holders with the right to surrender the related stock option for an appreciation distribution from us in an amount equal to the excess of (1) the fair market value of the vested shares of common stock subject to the surrendered stock option over (2) the aggregate exercise price payable for those shares; and



•

Stand-alone SARs, which allow the holders to exercise those rights as to a specific number of shares of our common stock determined by the plan administrator upon such terms and conditions as the plan administrator may establish, and receive in exchange an appreciation distribution from us in an amount equal to the excess of (1) the fair market value of the shares of common stock as to which those rights are exercised over (2) the aggregate base price in effect for those shares. The base price per share (except with respect to converted, assumed or substituted awards as described in the Amended Plan) may not be less than the fair market value per share of our common stock on the date the stand-alone SAR is granted, and the SAR may not have a term in excess of ten years.

        Tandem SARs may be granted at any time prior to the exercise or termination of the related stock option. However, a tandem SAR awarded in relation to an ISO must be granted concurrently with such




ISO. The appreciation distribution on any exercised tandem or stand-alone SAR may be paid in (1) cash, (2) shares of our common stock or (3) a combination of cash and shares of our common stock. Upon cessation of service with us, the holder of a SAR will have a period of time specified by the plan administrator in which to exercise such right to the extent exercisable at that time. The plan administrator has complete discretion to extend the period following the holder's cessation of service during which his or her outstanding SARs may be exercised, provide for continued vesting during the applicable post-service exercise period and/or to accelerate the exercisability or vesting of those SARs in whole or in part. Such discretion may be exercised at any time while the SAR remains outstanding.




        Cessation of Service.    The AmendedExcept as otherwise provided in an award agreement, the Plan includes certain provisions that govern the exercise of stock options or SARs that are outstanding as of a participant's cessation of service. Any option or SAR outstanding at the time of the participant's cessation of service for any reason will remain exercisable for such period of time thereafter as determined by the plan administrator and set forth in the documents evidencing the stock option or SAR (which we refer to as the post-service exercise period). However, no such stock option or SAR will be exercisable after the expiration of the original term. Any stock option or SAR held by the participant at the time of the participant's death and exercisable in whole or in part at that time may be subsequently exercised by the personal representative of the participant's estate or by the person or persons to whom the option is transferred pursuant to the participant's will or the laws of inheritance or by the participant's designated beneficiary or beneficiaries of that stock option or SAR. If the participant's service is terminated for cause, or if the participant otherwise engages in conduct constituting grounds for a termination for cause, while holding one or more outstanding stock options or SARs granted under the Amended Plan, then all of those stock options or SARs will terminate immediately and cease to be outstanding. During the applicable post-service exercise period, the stock option or SAR may not be exercised for more than the number of shares that are vested and exercisable. However, one or more stock options or SARs under the discretionary grant program may be structured so that those stock options or SARs will continue to vest in whole or part during the applicable post-service exercise period. Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the stock option or SAR term, the stock option or SAR will terminate and cease to be outstanding for any shares for which the stock option or SAR has not been exercised.

        The plan administrator has complete discretion to:

1)

extend the period following the participant's cessation of service during which his or her outstanding stock options or SARs may be exercised (but the period may not extend longer than the original term of the stock option or SAR);



2)

include automatic exercise provisions;



3)

include an automatic extension provision under which the specified post-service exercise period in effect for any stock option or SAR granted under the discretionary grant program will automatically be extended by an additional period of time to account for periods during which the exercise of that stock option or SAR or the immediate sale of the shares acquired under such stock option or SAR could not be effected in compliance with applicable federal and state securities laws (but such an extension may not result in the continuation of such stock option beyond the expiration date of the term of that stock option or SAR);



4)

continue or modify the vesting terms of a stock option or SAR, including to accelerate or waive vesting or provide for continued vesting, of all or a portion of a stock option; and/or



4)5)

accelerate the exercisability or vesting of such stock options or SARs in whole or in part.

Such discretion may be exercised at any time while the stock options or SARs remain outstanding.

        Repurchase RightsRights.    The plan administrator has the discretion to grant stock options that are exercisable for unvested shares of common stock. Should the optionee cease service while such shares are unvested, we will have the right, subject to the restrictions described below under "Repricing/Cash-Out Prohibition," to repurchase any or all of those unvested shares at a price per share equal to




the lower of (1) the exercise price paid per share or (2) the fair market value per share of common stock at the time of repurchase. The terms upon which such repurchase right will be exercisable (including the period and procedure for exercise and the appropriate vesting schedule for the purchased shares) will be established by the plan administrator.




        Repricing/Cash-Out Prohibition.    Except in connection with certain corporate transactions or events as described in the Amended Plan, the plan administrator may not implement any of the following repricing/cash-out programs without obtaining stockholder approval: (1) the cancellation of outstanding stock options or SARs in return for new stock options or SARs with a lower exercise price per share, (2) the cancellation of outstanding stock options or SARs with exercise prices per share in excess of the then current fair market value per share of our common stock for consideration payable in cash, equity securities or in the form of any other award under the Amended Plan, or (3) the direct reduction of the exercise price in effect for outstanding stock options or SARs. These restrictions are intended to prohibit the repricing of "underwater" stock options and SARs without stockholder approval, but they willare not be construed to prohibit adjustments of awards in connection with certain corporate transactions or events as described under the Amended Plan.

        Change in Control.    Any grant ofThe following provisions apply to the stock options or SARs may provide for the earlier exercise of such stock options orand SARs in the event of a change in control, unless otherwise provided in an award agreement or as otherwise expressly determined by the plan administrator at or after the time of usonly where eithergrant. In the event of a change in control, the plan administrator may provide for any one or more of the following actions with respect to outstanding stock options or SARs, including as contingent upon the closing or completion of the change in control transaction: (1) within a specified period the participant is involuntarily terminatedcontinuation, acceleration or extension of time periods for reasons other than for causepurposes of exercising, vesting in, or terminates his or her employment for good reason or (2)realizing gain from such stock options or SARs are not assumed, continuedSARs; (2) the waiver or converted into replacement awards in a manner described inmodification of performance or other conditions related to the applicable award agreement. However, such grant ofpayment or other rights under the stock optionsoption or SARs will be considered assumed, continued or converted into replacement awards if such stock options or SARs are replaced with a cash incentive programSAR; (3) the cancellation of the successor entitystock option or SAR for a payment, in such form as may be determined by the change in control that generally preservesCompensation Committee, equal to the spread existing atexcess, if any, of the value of the property the holder would have received upon the exercise of the stock option or SAR immediately prior to the effective time of the change in control, onover any sharesexercise price or base price payable in connection with such exercise; or (4) such other modification or adjustment to the stock option or SAR as the plan administrator deems appropriate to whichmaintain and protect the award isrights and interests of holders of such awards upon or following the change in control. The plan administrator need not otherwise at that time exercisable, so long as such cash incentive program (a) provides for the subsequent vesting and concurrent payment of that spread in accordance with substantiallytake the same exercise/vesting schedule and terms as in effect for the original grant ofaction or actions with respect to all stock options or SARs, or portions thereof, with respect to all participants. Further, the plan administrator may take different actions with respect to the vested and (b) provides for accelerated payment only if, within a specified period, the participant is involuntarily terminated for reasons other than for cause or terminates his or her employment for good reason.unvested portions of stock options and SARs.

Stock Issuance Program

        Shares may be issued or transferred (referred to as issued in this section) under the stock issuance program, either as vested or unvested shares, through direct and immediate issuances. Each such stock issuance is or will be evidenced by a stock issuance agreement that complies with the applicable terms of the Amended Plan. Shares of common stock may also be issued under the stock issuance program pursuant to performance shares or restricted stock unitsRSUs that entitle participants to receive the shares underlying such awards (or cash) upon the attainment of designated performance goals or the satisfaction of the specified service requirements, or upon the expiration of a designated time period following the vesting of such awards.

        The plan administrator has complete discretion under the program to determine which eligible individuals are to receive awards under the stock issuance program, the time or times when those awards are to be made, the number of shares subject to each such award, the vesting schedule to be in effect for the award, the issuance or transfer schedule for the shares which vest under the award, the cash consideration (if any) payable per share, the performance objectives (if any) for each such award and the form (cash or shares of common stock) in which the award is to be settled.

        Shares of common stock may be issued under the stock issuance program for any of the following items of consideration which the plan administrator deems appropriate in each individual instance:

•

cash or check made payable to us;






•

past services rendered to us (or any parent or subsidiary); or





•

any other valid consideration under the State in which we are then incorporated.

However, if the consideration for the shares will be paid in the form of a cash purchase price, then the cash consideration payable per share will not be less than 100% of the fair market value per share of common stock on the date of issuance.

        Shares of common stock issued under the stock issuance program may, in the discretion of the plan administrator, be fully and immediately vested upon issuance as a bonus for service rendered or may vest in one or more installments over or after the participant's period of service or upon the attainment of specified performance objectives. The elements of the vesting schedule applicable to any unvested shares of common stock issued under the stock issuance program will be determined by the plan administrator and incorporated into the stock issuance agreement. Shares of common stock may also be issued under the stock issuance program pursuant to performance shares or restricted stock unitsRSUs which entitle the recipients to receive the shares underlying those awards or cash upon the attainment of designated performance goals or the satisfaction of specified service requirements or upon the expiration of a designated time period following the vesting of those awards, including (without limitation) a deferred distribution date following the termination of the participant's service.

        Any new, substituted or additional securities or other property (including money paid other than as a regular cash dividend) which the participant may have the right to receive with respect to the participant's unvested shares of common stock by reason of any stock dividend, stock split, recapitalization, combination of shares, exchange of shares, spin-off transaction, extraordinary dividend or distribution or other change affecting the outstanding common stock as a class without our receipt of consideration will be issued subject to (1) the same vesting requirements applicable to the participant's unvested shares of common stock and (2) such escrow arrangements as the plan administrator deems appropriate. Equitable adjustments to reflect each such transaction will also be made by the plan administrator to the repurchase price payable per share by us for any unvested securities subject to our existing repurchase rights under the Amended Plan. However, the aggregate repurchase price will in each instance remain the same.

        If the participant ceases to remain in service while holding one or more unvested shares of common stock issued under the stock issuance program, or if the performance objectives are not attained with respect to one or more such unvested shares of common stock, then those shares will be immediately surrendered to us for cancellation, and the participant will have no further stockholder rights with respect to those shares. To the extent the surrendered shares were previously issued to the participant for consideration paid in cash or cash equivalents, we will repay to the participant the lower of (1) the cash consideration paid for the surrendered shares or (2) the fair market value of those shares at the time of cancellation.

        The plan administrator may in its discretion waive the surrender and cancellation of one or more unvested shares of common stock which would otherwise occur upon the cessation of the participant's service or the non-attainment of the performance objectives applicable to those shares. Any such waiver will result in the immediate vesting of the participant's interest in the shares of common stock as to which the waiver applies. However, no vesting requirements tied to the attainment of performance objectives may be waived with respect to awards intended to constitute "qualified performance-based compensation" under Section 162(m) except in the event of the participant's cessation of service by reason of death or "permanent disability" (as defined in the Amended Plan or the applicable award agreement) or in connection with a change in control as described in the Amended Plan.

        Performance-Based Awards.    TheTo the extent applicable, the plan administrator will havehas the discretionary authority, consistent with Section 162(m), to structure one or more awards under the stock issuance program that are intended to constitute "qualified performance-based compensation" under Section 162(m) so that




the shares of common stock subject to those awards will vest (or vest and become issuable) upon the achievement of pre-established corporate performance objectives based on




one or more performance goals described above under "Section 162(m)"in the Plan and measured over the performance period specified by the plan administrator at the time of the award.

        Outstanding awards of performance shares or restricted stock unitsRSUs under the stock issuance program will automatically terminate, and no shares of our common stock will actually be issued in satisfaction of those awards, if the performance goals or service requirements established for such awards are not attained. However, the plan administrator has the discretionary authority to issue vested shares of our common stock or cash in satisfaction of one or more outstanding awards of performance shares or restricted stock unitsRSUs as to which the designated performance goals or service requirements are not attained. In no event, however, will any vesting requirements tied to the attainment of performance objectives be waived with respect to awards intended to qualify as "qualified performance-based compensation" under Section 162(m), except in the event of the participant's death or permanent disability or in connection with a change in control of us, as described below.

        With respect to performance shares awarded under the Amended Plan, at the end of the performance period, the plan administrator must determine the actual level of attainment for each performance objective and the extent to which the performance shares awarded for that period are to vest and become payable based on the attained performance levels. The performance shares which so vest will be paid as soon as practicable following the end of the performance period, unless such payment is to be deferred for the period specified by the plan administrator at the time the performance shares are awarded or the period selected by the participant in accordance with the applicable requirements of Section 409A of the Code. Performance shares may be paid in cash or shares of our common stock, or a combination of the two.two, as set forth in the applicable award agreement. Performance shares may also be structured so that the shares are convertible into shares of our common stock, but the rate at which each performance share is to so convert will be based on the attained level of performance for each applicable performance objective.

        Change in Control.    Any awardThe following provisions apply to awards outstanding under the stock issuance program may provide for the earlier vesting of such award in the event of a change in control, unless otherwise provided in an award agreement or as otherwise expressly determined by the plan administrator at or after the time of usonly where either (1) withingrant. In the event of a specified period the participant is involuntarily terminated for reasons other than for cause or terminates his or her employment for good reason or (2) such award is not assumed, continued or converted into replacement awards in a manner described in the applicable award agreement. However, such award will be considered assumed, continued or converted into replacement awards if such award is replaced with a cash incentive program of the successor entity in the change in control, that generally preserves the fair market valueplan administrator may provide for any one or more of the underlying shares of commonfollowing actions with respect to outstanding awards under the stock atissuance program, including as contingent upon the timeclosing or completion of the change in control provided thattransaction: (1) the continuation, acceleration or extension of time periods for purposes of exercising, vesting in, or realizing gain from such awards; (2) the waiver or modification of performance or other conditions related to the payment or other rights under the awards; (3) the cash incentive program (a) providessettlement of the awards for an equivalent cash value, as determined by the subsequent vestingplan administrator; or (4) such other modification or adjustment to awards as the plan administrator deems appropriate to maintain and paymentprotect the rights and interests of that value in accordance with substantially the same vesting schedule and terms as in effect for those shares at the timeholders of such awards upon or following the change in control,control. The plan administrator need not take the same action or actions with respect to all awards, or portions thereof, with respect to all participants. Further, the plan administrator may take different actions with respect to the vested and (b) provides for accelerated vesting only if, within a specified period, the participant is involuntarily terminated for reasons other than for cause or terminates his or her employment for good reason.unvested portions of awards. The plan administrator's authority described in this paragraph willto take the foregoing actions also extendextends to any award that isawards intended to constitute "qualified performance-based compensation" under Section 162(m) even though the actual vesting of those awards as described in this paragraph may, except where such action would result in theirthe loss of performance-based statusthe otherwise available exemption of the award under Section 162(m).

Incentive Bonus Program

        Cash bonus awards, performance unit awards and dividend equivalent rights may be awarded under the incentive bonus program. The plan administrator has complete discretion under the program to determine which eligible individuals are to receive such awards under the program, the time or times when those awards are to be made, the performance objectives for each such award, the amount payable at one or more designated levels of attained performance, any applicable service vesting




requirements, the payout schedule for each such award and the method by which the award is to be settled (cash or shares of our common stock).

        Cash Bonus Awards.    Cash bonus awards vest in one or more installments over or after the participant's continued service with us or upon the attainment of specified performance goals. Each cash bonus award is or will be evidenced by one or more documents in the form approved by the plan administrator, subject to the terms of the Amended Plan. The elements of the vesting schedule applicable to each cash bonus award will beis determined by the plan administrator and incorporated into the applicable award agreement. TheTo the extent applicable, the plan administrator will also havehas the discretionary authority, consistent with Section 162(m), to structure one or more cash bonus awards intended to qualify as "qualified performance-based compensation" so that those awards will vest upon the achievement of pre-established corporate performance objectives based upon one or more performance goals described above under "Section 162(m)"in the Plan measured over the performance period specified by the plan administrator at the time of the award.

        Outstanding cash bonus awards will automatically terminate, and no cash payment or other consideration will be due the holders of those awards, if the performance goals or service requirements established for those awards are not attained or satisfied. The plan administrator may in its discretion waive the cancellation and termination of one or more unvested cash bonus awards which would otherwise occur upon the cessation of the participant's service or the non-attainment of the performance objectives applicable to those awards. Any such waiver will result in the immediate vesting of the participant's interest in the cash bonus award to which the waiver applies. However, no vesting requirements tied to the attainment of performance goals may be waived with respect to awards intended to qualify as "qualified performance-based compensation" under Section 162(m), except in the event of the participant's cessation of service by reason of death or permanent disability or in connection with a change in control of us, as further described in the Amended Plan.

        Cash bonus awards which become due and payable following the attainment of the applicable performance goals or satisfaction of the applicable service requirement (or the waiver of such goals or service requirement) may be paid in (1) cash, (2) shares of common stock valued at fair market value on the payment date or (3) a combination of cash and shares of common stock.stock, as set forth in the applicable award agreement.

        Performance Units.    Performance unit awards are or will be evidenced by one or more documents in the form approved by the plan administrator, subject to the terms of the Amended Plan. Performance unit awards are subject to the following parameters:

•

A performance unit represents either (a)(1) a unit with a dollar value tied to the level at which pre-established corporate performance objectives based on one or more performance goals are attained or (b)(2) a participating interest in a special bonus pool tied to the attainment of pre-established corporate performance objectives based on one or more performance goals. The amount of the bonus pool may vary with the level at which the applicable performance objectives are attained, and the value of each performance unit which becomes due and payable upon the attained level of performance will beis determined by dividing the amount of the resulting bonus pool (if any) by the total number of performance units issued and outstanding at the completion of the applicable performance period.



•

Performance units may also be structured to include a service-vesting requirement which the participant must satisfy following the completion of the performance period in order to vest in the performance units awarded with respect to that performance period.



•

Performance units which become due and payable following the attainment of the applicable performance objectives and the satisfaction of any applicable service-vesting requirement may be paid in cash or shares of our common stock valued at fair market value on the payment date, or




a combination of shares of common stock and cash.cash, as set forth in the applicable award agreement.




        Dividend Equivalent Rights.    Dividend equivalent rights awards are or will be evidenced by one or more documents in the form approved by the plan administrator, subject to the terms of the Amended Plan. Dividend equivalent rights may be issued as stand-alone awards or in tandem with other awards made under the Amended Plan, other than stock options and SARs. Each dividend equivalent right award represents the right to receive the economic equivalent of each dividend or distribution, whether paid in cash, securities or other property (other than shares of our common stock) which is made per issued and outstanding share of our common stock during the term the dividend equivalent right remains outstanding. Payment of the amounts attributable to such dividend equivalent rights may be made in cash or shares of our common stock, or a combination of shares of common stock and cash, as set forth in the applicable award agreement, either concurrently with the actual dividend or distribution made per issued and outstanding share of our common stock, or subject to a specified vesting schedule or a deferred payment date. However, any amounts attributable to dividends or dividend equivalent rights relating to an award subject to service or performance-vesting requirementsconditions will not vest or become payable prior to the vesting of that award (or the portion of that award to which the dividend or dividend equivalent right relates) upon the attainment of the applicable performance goals and will, accordingly, be subject to cancellation and forfeiture to the same extent as the underlying award in the event the service or performance goalsconditions are not attained. The term of each dividend equivalent award will beis established by the plan administrator at the time of grant, but no dividend equivalent award willshall have a term in excess of 10ten years.

        TheTo the extent applicable, the plan administrator also has the discretionary authority, consistent with Section 162(m), to structure one or more dividend equivalent right awards intended to qualify as "qualified performance-based compensation" so that those awards vest only upon the achievement of certain pre-established corporate performance objectives based on one or more of the performance goals described above under "Section 162(m)"in the Plan specified by the plan administrator at the time of the award.

        Change in Control.    Any awardThe following provisions apply to awards outstanding under the incentive bonus program may provide for the earlier vesting of such award in the event of a change in control, unless otherwise provided in an award agreement or as otherwise expressly determined by the plan administrator at or after the time of us only where eithergrant. In the event of a change in control, the plan administrator may provide for any one or more of the following actions with respect to outstanding awards under the incentive bonus program, including as contingent upon the closing or completion of the change in control transaction: (1) within a specified period the participant is involuntarily terminatedcontinuation, acceleration or extension of time periods for reasonspurposes of exercising, vesting in, or realizing gain from such awards; (2) the waiver or modification of performance or other thanconditions related to the payment or other rights under the awards; (3) the cash settlement of the awards for causean equivalent cash value, as determined by the plan administrator; or terminates his(4) such other modification or her employment for good reasonadjustment to awards as the plan administrator deems appropriate to maintain and protect the rights and interests of holders of such awards upon or (2) such award isfollowing the change in control. The plan administrator need not assumed, continuedtake the same action or converted into replacementactions with respect to all awards, in a manner described inor portions thereof, with respect to all participants. Further, the applicable award agreement.plan administrator may take different actions with respect to the vested and unvested portions of awards. The plan administrator's authority under this paragraph willto take the foregoing actions also extendextends to any award that isawards intended to constitute "qualified performance-based compensation "undercompensation" under Section 162(m) even though the actual vesting of that award may, except where such action would result in the loss of performance-based statusthe otherwise available exemption of the award under Section 162(m).

General Provisions

        Adjustments.    In the event of any merger, reorganization, consolidation, stock split, reverse stock split, dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), recapitalization, combination of shares, exchange of shares, spin-off transaction, or other change affecting the common stock or the value thereof (including, without limitation, a change in




control transaction), or any other corporate transaction or event having an effect similar to any of the foregoing, equitable adjustments will be made by the plan administrator to the Amended Plan and to awards in such manner as the plan administrator deems equitable or appropriate taking into consideration the accounting and tax consequences, including such adjustments in (1) the maximum number and/or class of securities issuable under the Amended Plan (but only if and to the extent that such adjustment would not cause an ISO to fail to qualify as an ISO), (2) the per-person share and cash limits specified under the Amended Plan, (3) the maximum number and/or class of securities for which any one person may be granted common stock-denominated awards under the discretionary grant program or under the stock issuance and incentive bonus programs per calendar year, (4) the number and/or class of securities and the exercise or base price per share in effect under each outstanding award under the discretionary grant program (including, if the plan administrator deems appropriate, the substitution of similar stock options to purchase the shares of, or other awards denominated in the




shares of, another company), (5) the number and/or class of securities subject to each outstanding award under the stock issuance program and the cash consideration (if any) payable per share, (6) the number and/or class of securities subject to each outstanding award under the incentive bonus program denominated in shares of common stock, and (7) the number and/or class of securities subject to our outstanding repurchase rights under the Amended Plan and the repurchase price payable per share. Any such adjustments will beare final, binding and conclusive.

        In addition, for each stock option or SAR with purchase or exercise price greater than the consideration offered in connection with any such transaction or event or change in control transaction, the plan administrator may in its discretion elect to cancel such stock option or SAR without any payment to the person holding such stock option or SAR. Moreover, in the event of any such transaction or event, the Compensation Committee willmay provide in substitution for any or all outstanding Awardsawards under the Plan such alternative consideration (including cash), if any, as it, in good faith, determines to be equitable in the circumstances and will require in connection with such substitution the surrender of all awards so replaced in a manner that complies with Section 409A of the Code.

        Valuation.    The fair market value per share of our common stock on any relevant date under the Amended Plan will beis deemed to be equal to the closing selling price per share at the close of regular trading hours on such date on the national stock exchange serving as the primary market for our common stock at that time.time (or if there is no closing selling price on the date in question, then the fair market value will be the closing selling price on the last preceding date for which such quotation exists).

        Stockholder Rights and Transferability.    No holder of a stock option has any stockholder rights or rights to dividends or dividend equivalents, with respect to the stock option shares until such option holder has exercised the stock option, paid the exercise price and become the holder of record of the purchased shares.shares, and will have no rights to dividends or dividend equivalents with respect to the stock option. The holder of a SAR does not have any stockholder rights with respect to the shares subject to that SAR unless and until such person exercises the SAR and becomes the holder of record of the shares of our common stock issued upon such exercise, and will have no rights to dividends or dividend equivalents with respect to the SAR. Stock options are not assignable or transferable other than by will or the laws of inheritance following the optionee's death, and during the optionee's lifetime, the stock option may only be exercised by the optionee. However, the plan administrator may structure one or more non-statutory stock options under the Amended Plan so that those stock options will be transferable during the optionee's lifetime by a gratuitous transfer to one or more members of the optionee's family or to a trust established for the optionee and/or one or more such family members or to a member of the optionee's family pursuant to a domestic relations order. The transferred portion of such non-statutory stock option may only be exercised by the person or persons who acquire a proprietary interest in the stock option pursuant to the transfer. The holder of an option may designate one or more persons as the beneficiary or beneficiaries of his or her outstanding options under the discretionary grant program (whether ISOs or




non-statutory options), and those stock options will, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon the optionee's death while holding those stock options.

        Stand-alone SARs, unvested shares of common stock, performance shares, restricted stock units,RSUs, cash awards, performance units and stand-alone dividend equivalent rights are subject to the same transferability restrictions and beneficiary designation rights applicable to non-statutory stock options.

        A participant has full stockholder rights with respect to any shares of our common stock issued to him or her under the stock issuance program, whether or not those shares are vested. Accordingly, the participant will have the right to vote such shares and to receive any dividends paid on such shares, subject to any applicable vesting requirements. A participant does not have any stockholder rights with respect to the shares of our common stock subject to a performance share or restricted stock unitRSU award until that award vests and the underlying shares of common stock (if any) are actually issued. However, dividend equivalent rights may be paid or credited, either in cash or in actual or phantom shares of common stock, on outstanding performance share or restricted stock unitRSU awards, subject to




such terms and conditions as the plan administrator may deem appropriate. In no event, however, will any dividends or dividend equivalent rights relating to awards subject to service or performance-vesting conditions vest or otherwise become payable prior to the time the underlying award (or the portion of such award to which such dividend or dividend equivalents relate) vests and will accordingly be subject to cancellation and forfeiture to the same extent as the underlying award in the event those service or performance conditions are not attained.

        Withholding Taxes.    Our obligation to deliver shares of common stock upon the exercise, issuance or vesting of an award under the Amended Plan is subject to the satisfaction of all applicable income and employment tax withholding requirements. The plan administrator may structure one or more awards so that shares of our common stock may be used as follows to satisfy all or part of the withholding taxes to which such holders of those awards may become subject in connection with the issuance, exercise, vesting or settlement of those awards:

•

We may be given the right to withhold, from the shares of common stock otherwise issuable upon the issuance, exercise, vesting or settlement of such an award, a portion of those shares with an aggregate fair market value equal to the applicable withholding taxes. The number of shares of common stock which may be so withheld will be limited to the number of shares which have a fair market value on the date of withholding no greater than the aggregate amount of such liabilities based on the minimummaximum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that arecould be applicable to such supplemental taxable income (or such other rate that will not cause an adverse accounting consequence or cost).



•

The holder of the award may be given the right to deliver to us, at the time of the issuance, exercise, vesting or settlement of such award, one or more shares of our common stock previously acquired by such individual with an aggregate fair market value at the time of delivery equal to all or a portion of the required withholding taxes.taxes (not to exceed 100% of the required withholding taxes). The shares of common stock so delivered will neithernot reduce the number of shares of common stock authorized for issuance under the Amended Plan nor be added to the number of shares authorized for issuance under the Amended Plan.

        Deferral Programs.    One or more of the following deferral programs may be implemented under the Amended Plan:

•

The plan administrator may structure one or more awards under the stock issuance or incentive bonus programs so that the participants may be provided with an election to defer the compensation associated with those awards for federal income tax purposes, subject to Section 409A of the Code.





•

The plan administrator may implement a non-employee director retainer fee deferral program that allows our non-employee directors the opportunity to elect, prior to the start of each calendar year, to convert the Board and Board committee retainer fees to be earned for such year into restricted stock unitsRSUs under the stock issuance program that defer the issuance of the shares of common stock that vest under those restricted stock unitsRSUs until a permissible date or event under Section 409A of the Code. If such a program is established, the plan administrator will have the authority to establish such rules and procedures as it deems appropriate for the filing of such deferral elections and the designation of the permissible distribution events under Section 409A of the Code.



•

To the extent we maintain one or more separate non-qualified deferred compensation arrangements which allow the participants the opportunity to make notional investments of their deferred account balances in shares of our common stock, the plan administrator may authorize the share reserve under the Amended Plan to serve as the source of any shares of common stock that become payable under those deferred compensation arrangements. In such event, the share reserve under the Amended Plan will be reduced by 2.3 sharesone share of common stock for each share of common stock issued under the Amended Plan in settlement of the deferred compensation owed under those separate arrangements.




        Amendment and Termination.    Our Board will havehas the complete and exclusive power and authority to amend or modify the Amended Plan in all respects. However, stockholder approval will beis required for any amendment which would (1) materially increase the number of shares of common stock authorized for issuance under the Amended Plan (other than in connection with certain corporate transactions or events as described in the Amended Plan), (2) materially increase the benefits accruing to participants, (3) materially expand the class of individuals eligible to participate in the Amended Plan, (4) expand the types of awards which may be made under the Amended Plan or extend the term of the Amended Plan, (5) reduce or limit the scope of the prohibition on repricing programs set forth in the Amended Plan or otherwise eliminate such prohibition, or (6) effect any other change or modification for which stockholder approval is required under applicable law or regulation or pursuant to the listing standards of the stock exchange on which our common stock is at the time primarily traded. However, no such amendment or modification will materially adversely affect the rights and obligations with respect to awards at the time outstanding under the Amended Plan unless the participant consents to such amendment or modification.

        Subject to the prohibition on the repricing of stock options and SARs described above, the Compensation Committee may amend the terms of any award granted under the Amended Plan prospectively or retroactively, except in the case of an award intended to qualify as "qualified performance-based compensation" under Section 162(m) (other than in connection with the participant's death or disability, or a change in control) where such action would result in the loss of the otherwise available exemption of the award under Section 162(m). Subject to adjustments permitted under the Amended Plan, no such amendment will impair the rights of any participant without his or her consent.

        Awards may be made under the Amended Plan that involve shares of common stock in excess of the number of shares then available for issuance under the Amended Plan, provided no shares will actually be issued pursuant to those awards until the number of shares of common stock available for issuance under the Amended Plan is sufficiently increased by stockholder approval of an amendment of the Amended Plan authorizing such increase. If such stockholder approval is not obtained within 12 months after the date the first excess award is made, then all awards granted on the basis of such excess shares will terminate and cease to be outstanding.

        The Board may in its discretion terminate the Amended Plan at any time. Termination of the Amended Plan will not affect the rights of participants or their successors under any awards outstanding under the Amended Plan and not exercised in full on the date of termination.




        Effective Date and Duration.    The Amended PlanAmendment will become effective on the date on which it is approved by our stockholders. Awards may be granted under the Amended Plan at any time and from time to time prior to September 12, 2023,the tenth anniversary of the Plan Restatement Date (i.e., June 6, 2027), on which date the Amended Plan will expire except with respect to awards then outstanding under the Amended Plan. However, no ISO may be granted under the Plan after the tenth anniversary of the date on which the Plan was approved and adopted by the Board. Such outstanding awards will remain in effect until they have been exercised or terminated, or have expired.

Federal Income Tax Consequences

        The following is a brief summary of certain of the Federal income tax consequences of certain transactions under the Amended Plan based on Federal income tax laws currently in effect. This summary, which is presented for the information of stockholders considering how to vote on this Proposal Three and not for Amended Plan participants, is not intended to be complete and does not describe Federal taxes other than income taxes (such as Medicare and Social Security taxes), or state, local or foreign tax consequences.




Tax Consequences to Participants

        Non-Qualified Stock Options.    In general,

•

no income will be recognized by an optionee at the time a non-qualified stock option is granted;



•

at the time of exercise of a non-qualified stock option, ordinary income will be recognized by the optionee in an amount equal to the difference between the option price paid for the shares and the fair market value of the shares, if unrestricted, on the date of exercise; and



•

at the time of sale of shares acquired pursuant to the exercise of a non-qualified stock option, appreciation (or depreciation) in value of the shares after the date of exercise will be treated as either short-term or long-term capital gain (or loss) depending on how long the shares have been held.

        Incentive Stock Options.    No income generally will be recognized by an optionee upon the grant or exercise of an ISO. The exercise of an ISO, however, may result in alternative minimum tax liability. If shares of common stock are issued to the optionee pursuant to the exercise of an ISO, and if no disqualifying disposition of such shares is made by such optionee within two years after the date of grant or within one year after the transfer of such shares to the optionee, then upon sale of such shares, any amount realized in excess of the option price will be taxed to the optionee as a long-term capital gain and any loss sustained will be a long-term capital loss.

        If shares of common stock acquired upon the exercise of an ISO are disposed of prior to the expiration of either holding period described above, the optionee generally will recognize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of such shares at the time of exercise (or, if less, the amount realized on the disposition of such shares if a sale or exchange) over the exercise price paid for such shares. Any further gain (or loss) realized by the participant generally will be taxed as short-term or long-term capital gain (or loss) depending on the holding period.

        SARs.    No income will be recognized by a participant in connection with the grant of a tandem SAR or a stand-alone SAR. When the SAR is exercised, the participant normally will be required to include as taxable ordinary income in the year of exercise an amount equal to the amount of cash received and the fair market value of any unrestricted shares of common stock received on the exercise.




        Restricted Stock.    The recipient of restricted stock generally will be subject to tax at ordinary income rates on the fair market value of the restricted stock (reduced by any amount paid by the recipient for such restricted stock) at such time as the restricted stock is no longer subject to forfeiture or restrictions on transfer for purposes of Section 83 of the Code ("Restrictions"). However, a recipient who so elects under Section 83(b) of the Code within 30 days of the date of transfer of the stock will have taxable ordinary income on the date of transfer of the stock equal to the excess of the fair market value of such stock (determined without regard to the Restrictions) over the purchase price, if any, of such restricted stock. If a Section 83(b) election has not been timely made, any dividends received with respect to restricted stock that are subject to the Restrictions generally will be treated as compensation that is taxable as ordinary income to the recipient.

        Restricted Stock Units.    No income generally will be recognized upon the award of restricted stock units.RSUs. The recipient of a restricted stock unitan RSU award generally will be subject to tax at ordinary income rates on the fair market value of unrestricted common stock on the date that such stock is transferred to the participant under the award (reduced by any amount paid by the participant for such restricted stock units)RSUs), and the capital gains/loss holding period for such stock will also commence on such date.

        Performance Shares and Performance Units.    No income generally will be recognized upon the grant of performance shares or performance units. Upon payment in respect of the earn-out of




performance shares or performance units, the recipient generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of any nonrestricted common stock received.

Tax Consequences to Us or Our Subsidiaries

        To the extent that a participant recognizes ordinary income in the circumstances described above, we or the subsidiary for which the participant performs services will be entitled to a corresponding deduction provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an "excess parachute payment" within the meaning of Section 280G of the Code and is not disallowed by the $1 million limitation on certain executive compensation under Section 162(m). In this regard, certain types of awards under the Amended Plan, such as time-vested restricted stock and restricted stock units, cannot qualify as performance-based awards under Section 162(m), and in other cases awards may fail to qualify if all requirements for qualification are not met in connection with such awards.

Registration with the SEC

        We intend to file a Registration Statement on Form S-8 relating to the issuance of additional shares of common stock under the Amendedamended Plan with the Securities and Exchange CommissionSEC pursuant to the Securities Act of 1933, as amended (the "Securities Act"), as soon as practicable after approval of the Amended PlanAmendment by our stockholders.

New Plan Benefits

        It is not possible to determine the specific amounts and types of awards that may be awarded in the future under the Amendedamended Plan because the grant and actual settlement of awards under the Amendedamended Plan are subject to the discretion of the plan administrators.




        The following table shows, as to each named executive officer ("NEO") and the various indicated groups, the aggregate number of options awarded under the Current Plan from inception through April 16, 2015:10, 2018:

Name		Number of Options Granted
Named Executive Officers:
Robert S. Apatoff President, Chief Executive Officer and Director			191,687(1)
Becky A. Sheehan Executive Vice President and Chief Financial Officer			30,349
Rhys J. Hughes President, Interflora British Unit			9,000
All current executive officers as a group			245,036(1)
All current non-employee directors as a group			9,006(2)
Each nominee for election as a director:
James T. Armstrong			3,002(2)
Dennis Holt			3,002(2)
Each associate of any of the foregoing			—
Each other person who received at least 5% of all options granted
Mark R. Goldston Served as Chief Executive Officer and sole director of FTD Companies, Inc. prior to the Separation			200,187(2)
All employees, excluding current executive officers			146,416(3)

Name		Number of Options Granted
Named Executive Officers:
John C. Walden			1,100,000
President, Chief Executive Officer and Director
Christopher W. Shean			—
Director and Former Interim President and Chief Executive Officer
Stephen K. Tucker			250,000
Former Executive Vice President and Chief Financial Officer
Brian S. Cooper			—
Former Interim Chief Financial Officer
Simha Kumar			254,032
Executive Vice President and Chief Operating Officer
Scott D. Levin			283,781
Executive Vice President, General Counsel and Secretary
Jeffrey D. T. Severts			254,032
Executive Vice President and Chief Marketing Officer
Helen Quinn			174,000
Former Executive Vice President, U.S. Consumer Floral
All named and current executive officers as a group			3,010,407
All current non-employee directors as a group			9,006	(1)
Each nominee for election as a director:
Mir Aamir			—
James T. Armstrong			3,002
Candace H. Duncan			—
Each associate of any of the foregoing			—
Each other person who received at least 5% of all options granted
Robert S. Apatoff			691,687
Becky A. Sheehan			405,349
All employees, excluding named and current executive officers			2,829,153	(2)

---

(1)

Includes 93,4209,006 shares underlying awards granted in 2013 upon conversion of United Online awards granted under various United Online stock plans related to United Online common stock, in connection with the SeparationCompany's separation from United Online ("Conversion Grants").



(2)

Represents shares underlying Conversion Grants.



(3)

Includes 5,1168,495 shares underlying Conversion Grants.

Vote Required

        The affirmative vote of holders of a majority of the shares of our common stock represented in person or by proxy at the annual meeting and entitled to vote on the matter is required to approve this Proposal Three. An abstention will have the effect of a vote against this Proposal Three. A broker non-vote will have no effect on the outcome of this Proposal Three.

        Our Board of Directors recommends that the stockholders voteFOR the approval of the amendment and restatement ofto the FTD Companies, Inc. Third Amended and Restated 2013 Incentive Compensation Plan.





PROPOSAL FOUR: APPROVAL OF THE FTD COMPANIES, INC.
2015 EMPLOYEE STOCK PURCHASE PLAN


Overview

        On April 22, 2015, the Board adopted the FTD Companies, Inc. 2015 Employee Stock Purchase Plan, or the 2015 ESPP, subject to stockholder approval. There are 600,000 shares of common stock reserved for issuance under the 2015 ESPP.

        We are seeking approval by our stockholders of the ESPP. The affirmative vote of holders of a majority of the shares of our common stock represented in person or by proxy at the annual meeting and entitled to vote on the matter is required to approve the 2015 ESPP. An abstention will have the effect of a vote against this Proposal Four. A broker non-vote will have no effect on the outcome of this Proposal Four.

        The essential features of the 2015 ESPP are outlined below. This summary, however, does not purport to be a complete description of the 2015 ESPP. The following summary is qualified in its entirety by reference to the complete text of the 2015 ESPP, which is attached asExhibit B to this proxy statement and is incorporated herein by reference.

        If this Proposal Four is not approved by our stockholders, the 2015 ESPP will not become effective.

Purpose; General

        The purpose of the 2015 ESPP is to provide a means by which our employees (and employees of any parent or subsidiary of FTD designated by the Board to participate in the 2015 ESPP) may be given an opportunity to purchase shares of our common stock through payroll deductions, to assist us in retaining the services of our employees, to secure and retain the services of new employees, and to provide incentives for such persons to exert maximum efforts for our success. If the 2015 ESPP is approved by our stockholders, approximately 1,350 employees of FTD and its subsidiaries initially will be eligible to participate in the 2015 ESPP.

        The 2015 ESPP is intended to qualify as an "employee stock purchase plan," as that term is defined in Section 423(b) of the Internal Revenue Code of 1986, as amended, or the Code.

Administration

        The Board will administer the 2015 ESPP and will have the final power to construe and interpret both the 2015 ESPP and the rights granted under it. The Board will have the power, subject to the provisions of the 2015 ESPP, to determine when and how rights to purchase common stock will be granted, the provisions of each offering of such rights (which need not be identical), and whether employees of any parent or subsidiary of FTD will be eligible to participate in the 2015 ESPP.

        The Board will have the power to delegate administration of the 2015 ESPP to a committee consisting of one or more members of the Board. The Board has delegated administration of the 2015 ESPP to the Compensation Committee. As used herein with respect to the 2015 ESPP, the "Board" refers both to the Board and to any committee the Board appoints, including the Compensation Committee.

Stock Subject to the 2015 ESPP

        Subject to approval of this Proposal Four, an aggregate of 600,000 shares of common stock has been reserved for issuance under the 2015 ESPP. If rights granted under the 2015 ESPP expire, lapse or otherwise terminate without being exercised, the shares of common stock not purchased under such rights again become available for purchase under the 2015 ESPP. The shares of common stock




purchasable under the 2015 ESPP will be shares of authorized but unissued or reacquired common stock, including shares repurchased by us on the open market. The closing price on the NASDAQ Global Select Market for our common stock on April 16, 2015 was $29.50 per share.

Offerings

        The 2015 ESPP will be implemented by offerings of rights to all eligible employees from time to time. The maximum length for an offering under the 2015 ESPP is twenty-seven (27) months. The provisions of separate offerings need not be identical. When an eligible employee elects to join an offering period, he or she will be granted a purchase right to acquire shares of common stock on each purchase date within the offering period. On the purchase date, all payroll deductions collected from the participant during the purchase period are automatically applied to the purchase of common stock, subject to certain limitations (which are described further below under "Eligibility").

        The first day of an offering is referred to as an "offering date," and the last day of a purchase period is referred to as a "purchase date." If any offering date is not a trading day (i.e., a day on which the NASDAQ Global Select Market, or any other exchange or market on which shares of our common stock are listed, is not open for trading), then the offering date will fall on the next subsequent trading day. If the last day of a purchase period falls on a day that is not a trading day, then the purchase date for that purchase period will instead fall on the immediately preceding trading day.

Eligibility

        The Board has the power to exclude certain part-time employees and certain highly compensated employees under applicable tax laws. No employee is eligible to participate in the 2015 ESPP if, immediately after the grant of purchase rights, the employee would own, directly or indirectly, stock possessing 5% or more of the total combined voting power or value of all classes of stock or of any parent or subsidiary of FTD. In addition, no employee may purchase more than $25,000 worth of common stock (determined based on the fair market value of the shares at the time such rights are granted) under all employee stock purchase plans of us and our subsidiary corporations in any calendar year; provided, that any unused limit in one year may be carried over to a future year to the extent permitted by applicable tax laws.

Participation in the 2015 ESPP

        Eligible employees enroll in the 2015 ESPP by delivering to us, prior to the date selected by the Board as the offering date for the applicable offering, an agreement authorizing payroll deductions. The enrollment form will specify the amount of contributions that a participant may make during an offering, not to exceed a maximum amount specified by the Board. The offering document will specify whether participants may increase or decrease their level of payroll contributions during an offering.

Purchase Price

        The purchase price per share at which shares of common stock are sold in an offering under the 2015 ESPP may not be less than the lower of (i) 85% of the fair market value of a share of common stock on the first day of the offering period and (ii) 85% of the fair market value of a share of common stock on the purchase date. If the scheduled purchase date is not a trading day, the purchase will occur on the immediately preceding trading day.

Payment of Purchase Price; Payroll Deductions

        The purchase price of the shares is funded by accumulated payroll deductions during the offering. All payroll deductions made on behalf of a participant are credited to his or her account under the 2015 ESPP and deposited with our general funds.




Purchase of Stock

        In connection with offerings made under the 2015 ESPP, the Board may specify a maximum number of shares of common stock an employee may be granted the right to purchase and the maximum aggregate number of shares of common stock that may be purchased pursuant to such offering by all participants. If the aggregate number of shares to be purchased upon exercise of all outstanding purchase rights would exceed the number of shares of common stock remaining available under the 2015 ESPP, or the maximum number of shares that may be purchased on a single purchase date across all offerings, in the absence of any Board action otherwise, a pro rata allocation (based on each participant's accumulated payroll deductions) of available shares will be made in as nearly a uniform manner as will be practicable and equitable. Unless the employee's participation is discontinued, his or her right to purchase shares is exercised automatically at the end of the purchase period at the applicable price. See "Withdrawal" below.

Withdrawal

        Each participant in the 2015 ESPP is required to deliver an enrollment form to us authorizing payroll deductions. If permitted in an offering, a participant may withdraw from a given offering by terminating his or her payroll deductions and by delivering to us a notice of withdrawal from the 2015 ESPP. Such withdrawal may be elected at any time prior to the end of the applicable offering, except as otherwise provided in the offering document.

        To the extent permitted in an offering, upon any withdrawal from an offering by an employee, we will distribute to the employee his or her accumulated payroll deductions without interest (unless otherwise required by applicable law), less any accumulated payroll deductions previously applied to the purchase of shares of common stock on the employee's behalf during such offering, and such employee's rights in the offering will be automatically terminated. The employee is not entitled to again participate in that offering. However, an employee's withdrawal from an offering will not prevent such employee from participating in subsequent offerings under the 2015 ESPP, provided that the employee otherwise meets the eligibility requirements to participate in such offerings.

Termination of Employment

        Unless otherwise specified by the Board, a participant's rights under any offering under the 2015 ESPP terminate immediately upon cessation of an employee's employment for any reason (subject to any post-employment participation period required by law), and we will distribute to such employee all of his or her accumulated payroll deductions, without interest.

Capitalization Adjustment Provisions

        In the event that any change is made in, or other events occur with respect to, the shares of common stock subject to the 2015 ESPP or any purchase right without the receipt of consideration by us through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other similar equity restructuring transaction as that term is used in Financial Accounting Standards Board ASC Topic 718, the Board will appropriately and proportionally adjust (1) the class(es) and maximum number of securities subject to the 2015 ESPP, (2) the class(es) and number of securities subject to, and the purchase price applicable to, outstanding offerings and purchase rights, and (3) the class(es) and number of securities that are the subject of the purchase limits under each ongoing offering.




Effect of Certain Corporate Transactions

        In the event of a corporate transaction (as defined in the 2015 ESPP and described below), then any surviving or acquiring corporation may assume or continue outstanding purchase rights under the 2015 ESPP or may substitute similar rights for outstanding purchase rights. If any surviving or acquiring corporation does not assume or continue such rights or substitute similar rights, then the participants' accumulated payroll deductions will be used to purchase shares of common stock within ten business days prior to the corporate transaction under the ongoing offering and the participants' rights under the ongoing offering will terminate immediately after such purchase. A "corporate transaction" generally means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

•

the consummation of a sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets of FTD and its subsidiaries;



•

the consummation of a sale or other disposition of more than fifty percent (50%) of our outstanding securities; or



•

the consummation of certain specified types of mergers, consolidations or similar transactions.

Duration, Amendment and Termination

        The Board may amend, suspend or terminate the 2015 ESPP at any time. However, except in regard to capitalization adjustments (as described above), stockholder approval will be required for any amendment of the 2015 ESPP for which stockholder approval is required by applicable law or listing requirements, including for any amendment that would:

•

materially increase the number of shares of common stock available for issuance under the 2015 ESPP;



•

materially expand the class of individuals eligible to participate under the 2015 ESPP;



•

materially increase the benefits accruing to participants under the 2015 ESPP or materially reduce the price at which shares of common stock may be purchased under the 2015 ESPP;



•

materially extend the term of the 2015 ESPP; or



•

expand the types of awards available for issuance under the 2015 ESPP.

        The Board may amend outstanding purchase rights without a participant's consent if such amendment is necessary to ensure that the purchase right and/or the 2015 ESPP complies with the requirements of Section 423 of the Code.

        Rights granted before amendment or termination of the 2015 ESPP will not be impaired by any amendment or termination of the 2015 ESPP without the consent of the participant to whom such rights were granted, except as necessary to comply with applicable laws, or as necessary to obtain or maintain favorable tax, listing or regulatory treatment.

U.S. Federal Income Tax Information

        The following is a summary of the principal United States federal income taxation consequences to participants and us with respect to participation in the 2015 ESPP. This summary is not intended to be exhaustive and does not discuss the income tax laws of any local, state or foreign jurisdiction in which a participant may reside. The information is based upon current federal income tax rules and therefore is subject to change when those rules change. Because the tax consequences to any participant may depend on his or her particular situation, each participant should consult the participant's tax adviser regarding the federal, state, local, and other tax consequences of the grant or exercise of an option or




the disposition of common stock acquired under the 2015 ESPP. The 2015 ESPP is not qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974, as amended.

        Rights granted under the 2015 ESPP are intended to qualify for favorable federal income tax treatment associated with rights granted under an employee stock purchase plan that qualifies under provisions of Section 423 of the Code.

        A participant will be taxed on amounts withheld for the purchase of shares of common stock as if such amounts were actually received. Otherwise, no income will be taxable to a participant as a result of the granting or exercise of a purchase right until disposition of the acquired shares. The taxation upon disposition will depend upon the holding period of the acquired shares.

        If the stock is disposed of more than two years after the beginning of the offering period and more than one year after the stock is transferred to the participant, then the lesser of:

(1)

the excess of the fair market value of the stock at the time of such disposition over the purchase price, or



(2)

the excess of the fair market value of the stock as of the beginning of the offering period over the purchase price (determined as of the beginning of the offering period) will be treated as ordinary income.

        Any further gain or any loss will be taxed as a long-term capital gain or loss. At present, such capital gains generally are subject to lower tax rates than ordinary income.

        If the stock is sold or disposed of before the expiration of either of the holding periods described above (a "disqualifying disposition"), then the excess of the fair market value of the stock on the purchase date over the purchase price will be treated as ordinary income at the time of such disposition. The balance of any gain will be treated as capital gain. Even if the stock is later disposed of for less than its fair market value on the purchase date, the same amount of ordinary income is attributed to the participant, and a capital loss is recognized equal to the difference between the sales price and the fair market value of the stock on such purchase date. Any capital gain or loss will be short-term or long-term, depending on how long the stock has been held.

        There are no federal income tax consequences to us by reason of the grant or exercise of rights under the 2015 ESPP. In the event of a disqualifying disposition, we are entitled to a deduction to the extent amounts are taxed as ordinary income to a participant (subject to the requirement of reasonableness and the satisfaction of tax reporting obligations).

New Plan Benefits

        Participation in the 2015 ESPP is voluntary and each eligible employee will make his or her own decision regarding whether and to what extent to participate in the 2015 ESPP. It is, therefore, not possible to determine the benefits or amounts that will be received in the future by individual employees or groups of employees under the 2015 ESPP.

Vote Required

        The affirmative vote of holders of a majority of the shares of our common stock represented in person or by proxy at the annual meeting and entitled to vote on the matter is required to approve the 2015 ESPP. An abstention will have the effect of a vote against this Proposal Four. A broker non-vote will have no effect on the outcome of this Proposal Four.

Recommendation of the Board of Directors

        Our Board of Directors recommends that the stockholders voteFOR the approval of the FTD Companies, Inc. 2015 Employee Stock Purchase Plan.





EQUITY COMPENSATION PLAN INFORMATION


        The following table provides information as of December 31, 2014 with respect to the shares of our common stock that may be issued under our existing equity compensation plans:

		A			B			C
Plan Category		Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(2)(3)			Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(3)(4)			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A))
Equity Compensation Plans Approved by Stockholders(1)			964,684		$	30.15			630,574(5)(6)
Equity Compensation Plans Not Approved by Stockholders			—			—			—
​	​	​	​	​	​	​	​	​	​
Total			964,684						630,574
​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​

---

(1)

Approved by United Online prior to the Separation.



(2)

This column reflects the aggregate number of shares of our common stock to be issued upon the exercise of options and shares underlying restricted stock units outstanding as of December 31, 2014.



(3)

Excludes purchase rights outstanding under the 2013 FTD Companies, Inc. 2013 Amended and Restated Employee Stock Purchase Plan (the "2013 ESPP").



(4)

The calculation in this column does not include restricted stock units because the shares underlying the restricted stock units will be issued at the time the restricted stock units vest without any cash consideration payable for those shares.



(5)

As of December 31, 2014, 259,357 shares of our common stock remained available for issuance under the Current Plan. The shares available for issuance under the Current Plan may be issued upon the exercise of stock options or stock appreciation rights granted under such plan, or those shares may be issued through direct stock issuances or pursuant to restricted stock awards, restricted stock units or performance shares or units that vest upon the attainment of prescribed performance milestones or the completion of designated service periods. Shares may also be issued as a bonus for services rendered to us, without any cash payment required from the recipient.



(6)

As of December 31, 2014, 371,217 shares of our common stock remained subject to a right of purchase under the 2013 ESPP. Under the 2013 ESPP, each eligible employee may purchase up to 1,001 shares of our common stock at semi-annual intervals on the last business day of April and October each year at a purchase price per share equal to 85% of the lower of (i) the closing selling price per share of common stock on the employee's entry date into the two-year offering period in which that semi-annual purchase date occurs or (ii) the closing selling price per share on the purchase date.





OTHER MATTERS


        We do not know of any matters to be presented at the 20152018 annual meeting of stockholders other than those mentioned in this proxy statement. If any other matters properly come before the annual meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as our Board of Directors recommends.


EQUITY COMPENSATION PLAN INFORMATION


        The following table provides information as of December 31, 2017 with respect to the shares of our common stock that may be issued under our existing equity compensation plans:

		A			B			C
Plan Category		Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1)(2)			Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(3)			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(A))
Equity Compensation Plans Approved by Stockholders			4,111,725		$	23.35			3,610,421	(4)(5)
Equity Compensation Plans Not Approved by Stockholders			—			—			—
​	​	​	​	​	​	​	​	​	​	​
Total			4,111,725						3,610,421
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

---

(1)

This column reflects the aggregate number of shares of our common stock to be issued upon the exercise of options and shares underlying RSUs outstanding as of December 31, 2017.



(2)

Excludes purchase rights outstanding under the FTD Companies, Inc. 2015 Employee Stock Purchase Plan (the "2015 ESPP").



(3)

The calculation in this column does not include RSUs because the shares underlying the RSUs will be issued at the time the RSUs vest without any cash consideration payable for those shares.



(4)

As of December 31, 2017, 3,308,808 shares of our common stock remained available for issuance under the Plan. The shares available for issuance under the Plan may be issued upon the exercise of stock options or SARs granted under such plan, or those shares may be issued through direct stock issuances or pursuant to restricted stock awards, RSUs or performance shares or units that vest upon the attainment of prescribed performance milestones or the completion of designated service periods. Shares may also be issued as a bonus for services rendered to us, without any cash payment required from the recipient.



(5)

As of December 31, 2017, 301,613 shares of our common stock remained subject to a right of purchase under the 2015 ESPP. Under the 2015 ESPP, each eligible employee may purchase up to 1,001 shares of our common stock at semi-annual intervals on the last business day of June and December each year at a purchase price per share equal to 85% of the lower of (i) the closing selling price per share of common stock on the start date of the particular offering period in which the employee enrolls or (ii) the closing selling price per share on the purchase date.





OWNERSHIP OF SECURITIES


        The following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of April 16, 201510, 2018 by (i) each person who, to our knowledge, beneficially owns 5% or more of the outstanding shares of our common stock, (ii) each of our directors and nominees for director, (iii) each named executive officer (as listed in the Summary Compensation Table, which appears later in this proxy statement) and (iv) all current directors, nominees and executive officers as a group. Except for shares of our common stock held in brokerage accounts that may, from time to time, together with other securities held in those accounts, serve as collateral for margin loans made from such accounts, none of the shares reported as beneficially owned by our directors or executive officers are currently pledged as security for any outstanding loan or indebtedness.

Name and Address of Beneficial Owner		Shares Beneficially Owned			Percentage Beneficial Ownership(1)
5% Stockholders:
Liberty Interactive Corporation(2)			10,203,010			35.6	%
BlackRock, Inc.(3)			1,772,078			6.2	%
Litespeed Management, L.L.C.(4)			1,709,243			6.0	%
RS Investment Management Co. LLC(5)			1,650,296			5.8	%
Keeley Asset Management Corp.(6)			1,449,563			5.1	%
Directors and Named Executive Officers:
Robert S. Apatoff(7)			214,912			*
James T. Armstrong(8)			17,948			*
Tracey L. Belcourt(9)			4,746			*
Robert Berglass(10)			15,369			*
Candace H. Duncan(11)			1,325			*
Sue Ann R. Hamilton(11)			1,325			*
Joseph W. Harch(9)			5,641			*
Dennis Holt(9)			9,487			*
Rhys J. Hughes(12)			10,135			*
Robin S. Pringle(11)			1,325			*
Christopher W. Shean(11)			1,325			*
Becky A. Sheehan(13)			40,828			*
Michael J. Silverstein(9)			4,802			*
All current directors and executive officers as a group (16 persons)(14)			351,335			1.2	%

Name and Address of Beneficial Owner		Shares Beneficially Owned			Percentage Beneficial Ownership(1)
5% Stockholders:
Liberty Interactive Corporation(2)			10,203,010			36.8	%
Dimensional Fund Advisors LP(3)			2,138,627			7.7	%
BlackRock, Inc.(4)			2,288,890			8.2	%
GMT Capital Corp.(5)			1,762,934			6.4	%
AllianceBernstein L.P.(6)			1,566,146			5.6	%
Directors, Nominees and Named Executive Officers:
John C. Walden(7)			274,727			*
Mir Aamir			—			*
James T. Armstrong(8)			27,935			*
Tracey L. Belcourt(9)			20,847			*
Robert Berglass(10)			36,020			*
Brian S. Cooper			—			*
Candace H. Duncan(9)			17,426			*
Sue Ann R. Hamilton(9)			17,426			*
Joseph W. Harch(9)			21,742			*
Robin S. Hickenlooper(9)			17,426			*
Dennis Holt(9)			25,588			*
Simha Kumar			—			*
Scott D. Levin(11)			192,538			*
Helen Quinn(12)			6,086			*
Jeffrey D. T. Severts			—			*
Christopher W. Shean(9)			31,478			*
Stephen K. Tucker(12)			661			*
All current directors, nominees and executive officers as a group (16 persons)(13)			1,081,900			3.8	%

---

*

Represents beneficial ownership of less than 1% of the outstanding shares of our common stock.



(1)

Based on 28,698,86927,759,440 shares of our common stock outstanding on April 16, 2015.10, 2018. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of our common stock subject to options that are currently exercisable or will become exercisable within 60 days after April 16, 201510, 2018 and shares issuable within 60 days after April 16, 201510, 2018 pursuant to outstanding RSU awards are deemed outstanding for computing the




pursuant to outstanding restricted stock units awarded under the Current Plan are deemed outstanding for computing the percentage ownership of the person or entity holding such securities but are not outstanding for computing the percentage ownership of any other person or entity. Except as indicated by footnote, and subject to the community property laws where applicable, to our knowledge the persons named in the table above have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them. Unless otherwise indicated, the address for each person is our address at 3113 Woodcreek Drive, Downers Grove, Illinois 60515.

(2)

This information is derived solely from theAmendment No. 2 to Schedule 13D of Liberty Interactive Corporation filed January 9, 2015.March 16, 2018. According to the Schedule 13D, Liberty Interactive Corporation had sole voting power and sole dispositive power with respect to all of the reported shares. The address for Liberty Interactive Corporation is 12300 Liberty Boulevard, Englewood, Colorado 80112.



(3)

This information is derived solely from Amendment No. 4 to Schedule 13G of Dimensional Fund Advisors LP, filed February 9, 2018. According to the Schedule 13G, Dimensional Fund Advisors LP had sole voting power with respect to 2,056,093 of the reported shares and sole dispositive power with respect to all of the reported shares. The address for Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, Texas 78746.



(4)

This information is derived solely from the Amendment No. 14 to Schedule 13G of BlackRock, Inc., filed January 30, 2015.24, 2018. According to the Schedule 13G, BlackRock, Inc. has sole voting power with respect to 1,725,5862,251,012 of the reported shares and sole dispositive power with respect to all of the reported shares. The address for BlackRock, Inc. is 55 East 52nd Street, New York, New York 10022.10055.



(4)(5)

This information is derived solely from an Amendment No. 1 to Schedule 13G of Litespeed Management, L.L.C.GMT Capital Corp., filed February 17, 2015.14, 2018. According to the Schedule 13G, each of Litespeed Management, L.L.C., Litespeed Master Fund, Ltd. and Jamie Zimmerman sharesGMT Capital Corp. holds shared voting and dispositive power with respect to all of the reported shares. The address for Litespeed Management, L.L.C.GMT Capital Corp. is 623 Fifth Avenue, 26^th Floor, New York, New York 10022.2300 Windy Ridge Parkway, Ste. 550 South, Atlanta, Georgia 30339.



(5)(6)

This information is derived solely from Amendment No. 3 tothe Schedule 13G of RS Investment Management Co. LLC,AllianceBernstein L.P., filed April 10, 2015.February 13, 2018. According to the Schedule 13G, RS Investment Management Co. LLC hasAllianceBernstein L.P. had sole voting power with respect to 1,640,9741,259,356 of the reported shares and sole dispositive power with respect to all of the reported shares. The address for RS Investment Management Co. LLCAllianceBernstein L.P. is One Bush Street, Suite 900, San Francisco, California 94104.



(6)

This information is derived solely from Amendment No. 1 to Schedule 13G of Keeley Asset Management Corp., filed February 9, 2015. According to the Schedule 13G, Keeley Asset Management Corp. had sole voting power with respect to 1,380,3201345 Avenue of the reported shares and sole dispositive power with respect to all of the reported shares. According to Schedule 13G, John L. Keeley Jr. had neither sole nor shared voting or dispositive power over the 1,090 shares beneficially owned by him. The address for Keeley Asset Management Corp. is 111 West Jackson, Suite 810, Chicago, Illinois 60604.Americas, New York, New York 10105.



(7)

Includes (1) 70,057 shares of our common stock held directly by Mr. Apatoff; (2) 20,346 shares held in a tenancy in common ownership arrangement between the Robert S. Apatoff 2007 Living Trust (of which Mr. Apatoff is the sole trustee and sole beneficiary during his lifetime) and the Vicki G. Apatoff 2007 Living Trust (of which Mr. Apatoff's spouse is the sole trustee and sole beneficiary during her lifetime); and (3) 124,509250,000 shares of our common stock subject to options that are currently exercisable or that will become exercisable within 60 days after April 16, 2015.exercisable.



(8)

Mr. Armstrong has shared voting and investment power over the shares of our common stock reflected in the table and disclaims beneficial interest of such shares of our common




stock except to the extent of his beneficial ownership in Clearstone Venture Management Services. Includes 3,5737,119 shares of our common stock subject to restricted stock unitsRSUs that will vest and become issuable within 60 days after April 16, 2015.

10, 2018.



(9)

Includes 3,5737,119 shares of our common stock subject to restricted stock unitsRSUs that will vest and become issuable within 60 days after April 16, 2015.10, 2018.



(10)

Includes (1) 10,38426,267 shares of our common stock held directly by Mr. Berglass and (2) 600 shares held by the 1998 Robert H. Berglass Living Trust dated July 8, 1998, over which Mr. Berglass exercises voting power, as trustee. Includes 4,3859,153 shares of our




common stock subject to restricted stock unitsRSUs that will vest and become issuable within 60 days after April 16, 2015.

10, 2018.

(11)

Includes 1,325 shares of our common stock subject to restricted stock units that will vest and become issuable within 60 days after April 16, 2015.



(12)

Includes 2,250169,500 shares of our common stock subject to options that are currently exercisable or that will become exercisable within 60 days after April 16, 2015.10, 2018.



(12)

Based solely on the Company's records and may not reflect the current beneficial ownership of the former executive.



(13)

Includes 9,28366,105 shares of our common stock subject to RSUs that will vest and become issuable within 60 days after April 10, 2018 and 760,500 shares of our common stock subject to options that are currently exercisable or that will become exercisable within 60 days after April 16, 2015.



(14)

Includes (1) 27,550 shares of our common stock subject to restricted stock units that will vest and become issuable within 60 days after April 16, 2015, and (2) 139,542 shares of our common stock subject to options that are currently exercisable or that will become exercisable within 60 days after April 16, 2015.10, 2018.

        The following table shows the number of shares of our common stock that are subject to outstanding restricted stock unitsRSUs held by our directors and named executive officers as of April 16, 201510, 2018 but that are not otherwise scheduled to vest and become issuable within the 60 day period measured from April 16, 2015.10, 2018. Each restricted stock unitRSU entitles the director or named executive officer to one share of common stock at the time of vesting. The restricted stock unitsThese awards consist of a combination of RSUs tied to financial performance over a three-year period ("PSUs") and service-based RSUs that generally vest over a one to four year period of continued service with us.

Directors and Named Executive Officers		Aggregate Number of Shares Subject to RSUs
Robert S. ApatoffJohn C. Walden			118,820480,940
James T. Armstrong			—
Tracey L. Belcourt			—
Robert Berglass			—
Brian S. Cooper(1)			—
Candace H. Duncan			—
Sue Ann R. Hamilton			—
Joseph W. Harch			—
Robin S. Hickenlooper			—
Dennis Holt			—
Rhys J. HughesSimha Kumar			24,75991,857
Robin S. PringleScott D. Levin			80,571
Helen Quinn(2)			—
Jeffrey D. T. Severts			91,857
Stephen K. Tucker(3)			—
Christopher W. Shean			—
Becky A. Sheehan			55,154
Michael J. Silverstein			—
Other Executive Officers			62,454213,180

---

(1)

Effective January 8, 2018, Mr. Cooper stepped down from the position of Interim Chief Financial Officer.



(2)

Effective September 17, 2017, Ms. Quinn was no longer employed by the Company.



(3)

Effective September 15, 2017, Mr. Tucker was no longer employed by the Company.





EXECUTIVE COMPENSATION AND OTHER INFORMATIONOFFICERS


Executive Officers

        The following table sets forth certain information regarding all our executive officers as of April 16, 2015:10, 2018:

Name		Age			PositionsTitle
Robert S. ApatoffJohn C. Walden			5658		President, Chief Executive Officer and Director
Becky A. SheehanSteven D. Barnhart			4856		Executive Vice President and Chief Financial Officer
Simha Kumar			45		Executive Vice President and Chief Operating Officer
Scott D. Levin			5356		Executive Vice President, General Counsel and Secretary
Rhys J. Hughes			4649		President, Interflora British Unit
Jeffrey D. T. Severts			47		Executive Vice President and Chief Marketing Officer
Tom D. Moeller			5154		Executive Vice President, Florists' Transworld Delivery, Inc.
Anne G. Saunders			53		President, Consumer Division

        The following is a brief description of the capacities in which each of the executive officers has served during the past five or more years. The biography for Mr. ApatoffWalden appears earlier in this proxy statement under the heading "Proposal One: Election of Directors."

        Becky A. SheehanSteven D. Barnhart has been ourwas appointed Executive Vice President and Chief Financial Officer sinceeffective January 8, 2018. Most recently, Mr. Barnhart served as Senior Vice President and Chief Financial Officer of Bankrate, Inc., a leading publicly traded internet publisher, aggregator and distributor of personal finance content, from September 2014 until the sale of the company in November 2013. Ms. Sheehan joined FTD Group, Inc.2017. From August 2012 to June 2014, Mr. Barnhart served as Senior Vice President and Chief Financial Officer for Sears Hometown and Outlet Stores, a leading appliance retailer. From 2010 to 2012, he was Senior Vice President and Chief Financial Officer for Bally Total Fitness, which was a leading operator of fitness centers across the United States. From 2003 to 2009, Mr. Barnhart served in July 2006 asseveral roles with Orbitz Worldwide, an online travel company, including President and Chief Executive Officer (from 2007 to 2009), board member, Chief Financial Officer and Vice President of Planning. Prior to joining Orbitz Worldwide, Mr. Barnhart spent over 13 years working in a variety of finance and strategy roles at PepsiCo. Mr. Barnhart holds a Master of Business Administration in International Business and Finance from the University of Chicago and a Bachelor of Arts in Economics from the University of Chicago.

Simha Kumar was appointed Executive Vice President and Chief Financial Officer. PriorOperating Officer effective August 1, 2017. From 2014 to joining FTD Group,2017, Mr. Kumar served as President of the Toys, Sporting Goods and Fitness retail divisions at Sears Holdings Corporation ("Sears"), with operations across approximately 1,700 retail stores and online channels. At Sears, Mr. Kumar also served as Senior Vice President, Chief of Staff to the Chief Executive in 2014. From 2011 to 2014, Mr. Kumar held key leadership roles at Amazon.com, including Category Leader, Consumer Electronics (Audio, Accessories and Headphones) and Category Leader, Consumer Electronics (Musical Instruments). Mr. Kumar worked at JPMorgan Chase from 2005 to 2011, serving as the Director of the Corporate Strategy group as well as the Director of Marketing for the Cards and Payments Division. Earlier in his career, Mr. Kumar held positions as an Associate at McKinsey & Company, Manager of E-commerce for Bluespark, Inc., she was an Audit Partner with Deloittea technology start-up based in Canada, and had 19 yearsInvestment Banking Analyst at Deutsche Bank Securities. Mr. Kumar holds a Bachelor of experience in public accounting with both DeloitteArts from Western University, Ontario, Canada, a Master of Philosophy from the University of Cambridge, United Kingdom, and Arthur Andersen. At Deloitte, Ms. Sheehan served asa Master of Business Administration from the leaderWharton School of the Consumer Business and Manufacturing Audit Practice for the Chicago office. Prior to joining Deloitte, Ms. Sheehan was a partner with Arthur Andersen. She is a certified public accountant and received her Bachelor's degree in accounting from Illinois State University.University of Pennsylvania.

        Scott D. Levin has been our Executive Vice President and General Counsel since September 2013 and was appointed Secretary on November 1, 2013. Mr. Levin was a member of the Office of the CEO. Mr. Levin was the Chief Legal Officer and Secretary of Coskata, Inc., a renewable fuels and chemicals production company, from 2012 to September 2013. From 2007 to 2012, Mr. Levin was Senior Vice




President, General Counsel and Secretary for Morton's Restaurant Group, Inc., which was a publicly held restaurant holding company during that time. Prior to that, Mr. Levin held General Counsel positions at Torex Retail Americas (a global technology solutions provider) and OurHouse, Inc. (the home improvement e commercee-commerce business for Ace Hardware Corporation). From 1996 to 1999, Mr. Levin served as Vice President and General Counsel of FTD, Inc. Mr. Levin also worked at Schulte Roth & Zabel LLP in New York City where he practiced in the mergers and acquisitions, securities and finance areas. Mr. Levin earned a J.D. from The National Law Center at George Washington University and a Bachelor's degree from Boston College.

        Rhys J. Hughes is the head of our International Division and was appointed President of Interflora British Unit in May 2008, having previously spent two years as Chief Operating Officer. He joinedMr. Hughes was also appointed head of Global Floral Strategy for FTD Companies, Inc. in October 2016. Prior to joining Interflora in 2001 as Finance Director. Prior to joining Interflora,Director, Mr. Hughes held senior financial roles with Boots Opticians and Vision Express. HeMr. Hughes is a Chartered Accountant, having qualified with KPMG in Nottingham, where he spent most of his time in audit services. HeMr. Hughes received a First Class Honours degree in industrial economics from Nottingham University.

Jeffrey D. T. Severts was appointed Executive Vice President and Chief Marketing Officer effective July 10, 2017. Prior to joining FTD, Mr. Severts served as the Chief Executive Officer of Ventris LLC, a boutique consulting agency which he founded in 2014, specializing in marketing strategy and customer data analytics. From 2012 to 2014, Mr. Severts served as the Senior Vice President of Marketing at Ulta Beauty, a high-growth, $5 billion beauty retailer with over 990 stores across the United States. At Ulta Beauty, Mr. Severts helped drive the company's dramatic growth through innovative digital marketing campaigns, enhanced customer relationship management efforts, and a new national loyalty program. From 2010 to 2012, Mr. Severts was the Chief Marketing and Services Officers for Best Buy Europe where he worked to revitalize the Carphone Warehouse brand and store experience. From 2001 to 2010, Mr. Severts held various roles at Best Buy including Vice President and General Manager of Geek Squad and Vice President of Consumer and Brand Marketing. Prior to his roles at Best Buy, Mr. Severts served as Vice President of Marketing and Product Management for Techies.com from 1999 to 2001 and held various marketing roles at General Mills, Inc. from 1992 to 1999. Mr. Severts holds a Bachelor of Arts from Carleton College and a Master's in Business Administration with High Distinction from Harvard Business School.

        Tom D. Moeller is the head of our Florist Division and has been with FTD since April 2010. HeMr. Moeller joined FTD as Executive Vice President, Florists' Transworld Delivery, Inc. from the William Wrigley Jr. Company, where he served as Global Chief Customer Officer since 2007 and as Vice President, U.S. Customer Sales and Support from 2001 to 2007. Prior to Wrigley, Mr. Moeller served as General Manager at Schering Plough HealthCare, responsible for their Wal-Mart and Alternative Trade Channel businesses. Before joining Schering Plough, heMr. Moeller spent 12 years at Nabisco, Inc. in various sales




and customer marketing roles. Mr. Moeller has had over 25 years of experience in consumer packaged goods. He is a graduate of Wartburg College and continued his executive education at Northwestern University and Cornell University.

Anne G. Saunders is our President, Consumer Division and has been with FTD since December 2014. Prior to joining FTD, Ms. Saunders served as President of Redbox from September 2012 to January 2014. Prior to joining Redbox, Ms. Saunders served as Executive Vice President / Chief Marketing Officer at Knowledge Universe from 2009 to 2012. In addition, Ms. Saunders has held a number of senior management and marketing positions at various companies, including Bank of America, Starbucks, eSociety and AT&T. Ms. Saunders was at Starbucks during their period of rapid domestic and international growth and was named "Marketer of the Year" by Brand Week. She was the founding CEO of eSociety, a tech company with an e-commerce platform used by trade associations to create B2B on-line marketplaces. While at AT&T, Ms. Saunders held senior leadership positions in the wireless, long distance and internet businesses. She currently serves on the Board of Directors of Nautilus (NYSE: NLS), and previously served as a Director of Blue Nile (NASDAQ: NILE).

Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, file reports of ownership and changes in ownership (Forms 3, 4 and 5) with the SEC. Executive officers, directors and greater than 10% beneficial owners are required to furnish us with copies of all of the forms that they file.

        Based solely on our review of these reports or written representations from certain reporting persons, we believe that during the fiscal year ended December 31, 2014, our officers, directors, greater than 10% beneficial owners and other persons subject to Section 16(a) of the Exchange Act filed on a timely basis all reports required of them under Section 16(a) so that there were no late filings of any Form 3 or Form 5 reports or late Form 4 filings with respect to transactions relating to our common stock.

Summary of Cash and Certain Other Compensation

        FTD is an "emerging growth company," as defined under the Jumpstart Our Business Startups Act of 2012. As an emerging growth company, under SEC rules, we are not required to include a Compensation Discussion and Analysis section in this proxy statement and have elected to comply with the reduced disclosure requirements applicable to emerging growth companies.





COMPENSATION DISCUSSION AND ANALYSIS


Overview

        This Compensation Discussion and Analysis ("CD&A") section discusses the principles underlying our policies and decisions with respect to the compensation of our executive officers and the most important factors relevant to an analysis of these policies and decisions. This section also describes the material elements of compensation awarded to, earned by or paid to each of our named executive officers for 2017. In addition, this section provides qualitative information regarding the manner and context in which compensation is awarded to and earned by our executive officers and is intended to place in perspective the data presented in the tables and narrative that follow.

2017 Named Executive Officers

        The individuals in the table below were our named executive officers for 2017. In this CD&A, we refer to John C. Walden, Simha Kumar, Scott D. Levin and Jeffrey D. T. Severts as our "Continuing NEOs."

Name		Title
John C. Walden(1)		President and Chief Executive Officer
Christopher W. Shean(2)		Former Interim President and Chief Executive Officer
Stephen K. Tucker(3)		Former Executive Vice President and Chief Financial Officer
Brian S. Cooper(4)		Former Interim Chief Financial Officer
Simha Kumar		Executive Vice President and Chief Operating Officer
Scott D. Levin		Executive Vice President, General Counsel and Secretary
Jeffrey D. T. Severts		Executive Vice President and Chief Marketing Officer
Helen Quinn(5)		Former Executive Vice President, US Consumer Floral

---

(1)

Mr. Walden joined the Company as President and Chief Executive Officer effective March 1, 2017.



(2)

Mr. Shean, a member of our Board of Directors, served as Interim President and Chief Executive Officer from November 3, 2016 to March 1, 2017.



(3)

Stephen K. Tucker was appointed Executive Vice President, effective December 12, 2016, and Chief Financial Officer of the Company, effective January 1, 2017. Effective September 15, 2017, Mr. Tucker was no longer employed by the Company. We appointed Steven D. Barnhart as Executive Vice President and Chief Financial Officer, effective January 8, 2018.



(4)

Brian S. Cooper, of Randstad North America, Inc. (d/b/a Tatum) ("Tatum"), an executive consulting services firm, served in an interim role as the Company's Chief Financial Officer, principal financial officer and principal accounting officer from September 5, 2017 until January 8, 2018.



(5)

Effective September 17, 2017, Ms. Quinn was no longer employed by the Company.

Recent Highlights

        We have been undergoing a multi-year strategic business transformation plan in an effort to rebuild our winning customer brands, recreate a network of strong florist partners, gain supply chain efficiencies and extend our business in complementary non-floral categories. Our 2017 compensation program described below generally reflects the different compensation arrangements approved in order to rebuild the Company's leadership and its business.

        Many of our 2017 compensation decisions were driven by our need to attract new executive leadership and retain select key personnel in the context of our overall strategic transformation and




therefore varied from the compensation cycle we have used in previous years. In 2017, awards in the annual cycle and to attract new executives consisted of time vested options and RSUs. However, the Company began an annual performance based equity program starting with its 2018 grants, for which a portion is based on achieving revenue and EBITDA goals.

        On February 1, 2017, we announced the appointment of John C. Walden as President and Chief Executive Officer, effective March 1, 2017. For information about grants made to Mr. Walden in connection with his hiring, see below under "New Executive Officers and Related Hiring Grants—John C. Walden." Mr. Walden succeeded Christopher W. Shean, a member of our Board of Directors, who had served as Interim President and Chief Executive Officer since Robert S. Apatoff, our former President and Chief Executive Officer, stepped down from these positions and from our Board of Directors on November 3, 2016. Mr. Apatoff continued in a transitional advisory role to the Company through December 31, 2016.

        In connection with his appointment as Interim President and Chief Executive Officer, Mr. Shean received an RSU award covering a number of whole shares equal to $300,000 divided by the closing price of FTD's common stock on the grant date, which vested in full on the first anniversary of the grant date. While he served as Interim President and Chief Executive Officer, Mr. Shean also received a salary of $50,000 per month and was reimbursed for temporary housing expenses in the Chicago area.

        In conjunction with these leadership changes, in November 2016, the Company created an Office of the CEO, which was composed of Becky A. Sheehan, our former Executive Vice President and Chief Financial Officer; Helen Quinn, our former Executive Vice President, U.S. Consumer Floral; and Scott D. Levin, Executive Vice President, General Counsel and Secretary. Ms. Sheehan and Ms. Quinn are no longer with the Company. For service with the Office of the CEO, Ms. Sheehan, Ms. Quinn and Mr. Levin were entitled to receive the compensation described below under "—2017 Compensation Actions—Office of the CEO Compensation Special 2016-2017 Incentives."

        On December 13, 2016, we announced the appointment of Stephen Tucker as Executive Vice President, effective December 12, 2016, and Chief Financial Officer of the Company, effective January 1, 2017. Mr. Tucker began serving as our principal financial officer and principal accounting officer on January 1, 2017. Mr. Tucker notified the Company on August 4, 2017 of his intent to leave the Company to pursue a new career opportunity. Mr. Tucker did not receive any separation payments in connection with his departure from the Company.

        On September 4, 2017, the Company's Board of Directors appointed Brian S. Cooper, of Tatum, to serve in an interim role as the Company's Chief Financial Officer, principal financial officer and principal accounting officer, effective September 5, 2017, while a search for a permanent Chief Financial Officer was ongoing. Mr. Cooper did not participate in any Company employee benefit plans or receive any salary, bonus, equity awards or other compensation or benefits directly from the Company in connection with his service as Interim Chief Financial Officer.

        On January 4, 2018, the Company announced the appointment of Steven D. Barnhart as Executive Vice President and Chief Financial Officer, effective January 8, 2018. Mr. Barnhart is the Company's principal financial officer and principal accounting officer. In connection with the appointment of Mr. Barnhart as the Company's Executive Vice President and Chief Financial Officer, Brian S. Cooper stepped down from the position of Interim Chief Financial Officer, effective January 8, 2018. Mr. Cooper did not receive any separation payments in connection with his departure from the Company.




Compensation Practices and Governance Highlights

Pay for Performance		We work to link the compensation of our NEOs to the success of our business objectives
Stockholder Alignment		We align the interests of our NEOs with those of our stockholders through the use of long-term equity incentives, including performance based equity awards starting in January 2018 tied to multi-year revenue and EBITDA goals
Compensation Governance		100% independent directors on the Compensation Committee
		Compensation Committee meets regularly in executive session without management present
		Independent compensation consultant, FW Cook, reports directly to the Compensation Committee
Change in Control Provisions		Provide "double-trigger" change in control benefits
		No tax gross-ups on severance or change in control benefits
Post-termination/Retirement Benefits		No post-termination retirement or pension benefits
Hedging, Pledging and Margin Loans		Prohibit holding shares of the Company's common stock in a margin account or otherwise pledging shares of the Company's common stock as collateral for a loan unless that person can clearly demonstrate the financial capacity to repay the loan without resort to the pledged securities
		Prohibit entering into hedging, monetization or similar transactions involving shares of the Company's common stock that are intended to realize the value of, or limit the risks and rewards of owning, the Company's common stock, unless the person receives pre-clearance from the Company's General Counsel
Stock Ownership Guidelines		Maintain director stock ownership guidelines to promote executive stock ownership

Compensation Philosophy and Objectives

        The primary objectives of the Compensation Committee with respect to executive compensation are to:

•

attract, retain and motivate experienced and talented executives;



•

ensure executive compensation is aligned with our corporate strategies, programs and business goals;



•

recognize the individual contributions of executives, but foster a shared commitment among executives by aligning their individual goals with our corporate goals;



•

promote the achievement of key strategic and operational performance measures by linking compensation to the achievement of measurable corporate and departmental performance goals; and




•

align the interests of our executives with our stockholders by rewarding performance that leads to the creation of stockholder value.

        To achieve these objectives, the Compensation Committee evaluates our executive compensation program with the goal of setting compensation at levels that are justifiable based on each executive's level of experience, performance and responsibility and that the Compensation Committee believes are broadly competitive with those of other internet and catalog retail and specialty retail companies that compete with us for executive talent. In addition, our executive compensation program ties a portion of each executive's overall compensation to the achievement of key corporate and individual goals. We provide a portion of our executive compensation in the form of RSUs and/or stock options that vest over time, which we believe helps to retain our executives and aligns their interests with those of our stockholders by allowing them to participate in our longer term success as reflected in the appreciation of our stock price.

        We review peer group data from time to time and do not benchmark our executive compensation to target total direct compensation at a specific level relative to our comparative group of peer companies. For 2017, the NEOs who were not hired in 2017 had target and actual total direct compensation, which includes base salary, cash bonus incentive, and the grant date fair value of equity awards made in 2017, that was generally consistent with or below the median of our compensation peer group, with a below-median salary and bonus opportunity. The total direct compensation of the NEOs hired in 2017 was above the median level in order to induce their employment with us.

Compensation Setting Practice

        The Compensation Committee consists of four directors, Messrs. Berglass, Harch and Holt and Ms. Hickenlooper, each of whom is an independent director as defined in Rule 5605(a)(2) of the NASDAQ Marketplace Rules. Mr. Holt has announced that he is retiring from the Board of Directors following the expiration of his term and is not standing for re-election at the annual meeting. The Compensation Committee administers our executive compensation programs and is responsible for reviewing the compensation of our executive officers and determining the nature and amount of the various components of such compensation, including adjustments to annual base salary and the establishment of the applicable performance goals under our annual management incentive bonus plan and the specific bonus amount for each potential level of goal attainment. The Compensation Committee also administers our equity incentive plan and has the exclusive authority to make awards under such plan to our executive officers. The Compensation Committee also approves all employment agreements, severance or termination arrangements, and other compensatory contracts or arrangements made with our executive officers. The Compensation Committee will also perform other functions or duties as may be assigned to it under the terms of any executive compensation or equity-based benefit plan or as otherwise deemed appropriate by our Board of Directors. The Compensation Committee held seven meetings during 2017. The Compensation Committee operates under a written charter adopted by our Board of Directors, which is reviewed annually and revised as appropriate.

        The Compensation Committee makes all decisions regarding the cash and equity compensation of our Chief Executive Officer, although the Compensation Committee may, in its discretion, request the concurrence or approval of such decisions by a majority of the independent members of our Board of Directors. With respect to all other executive officers, the Compensation Committee determines their compensation, taking into account the recommendations of our Chief Executive Officer, who annually reviews the performance of the other executive officers and then presents to the Compensation Committee the conclusions reached and his recommendations for their compensation based on those reviews. The Compensation Committee can, and often does, exercise its discretion in determining whether to approve or modify any recommended compensation adjustments or equity awards. Decisions regarding any other forms of compensation provided to our executive officers that are not provided to all senior level employees (for example, any executive level health and welfare benefits, deferral plans




and perquisites) are made by the Compensation Committee after taking into consideration the recommendations made by our Chief Executive Officer. The Compensation Committee reviews peer data from time to time, but does not target any specific percentile.

        The Compensation Committee has the authority to retain the services of an independent compensation consulting firm in connection with its responsibilities in setting the compensation for our executive officers. Pursuant to that authority, the Compensation Committee has engaged FW Cook, a nationally recognized, independent compensation consulting firm, to review the executive compensation programs and individual compensation arrangements for our executive officers. All executive compensation services provided by the independent consultant are conducted under the direction or authority of the Compensation Committee. During 2017, FW Cook served solely as a consultant to the Compensation Committee and did not provide any services to management. Based on the six factors for assessing independence and identifying potential conflicts of interest that are set forth in Rule 10C-1(b)(4) of the Exchange Act, and such other factors as were deemed relevant under the circumstances, the Compensation Committee determined that its relationship with FW Cook, and the work of FW Cook on behalf of the Compensation Committee, did not raise any conflict of interest.

        FW Cook provides the Compensation Committee with relevant market data and alternatives to consider when making compensation decisions regarding our executive officers and considering the recommendations of our Chief Executive Officer regarding the compensation of other executive officers. In designing our executive compensation program, our Compensation Committee periodically considers publicly available compensation data for a group of peer companies to help guide its executive compensation decisions at the time of hiring and for subsequent adjustments in compensation. Although the Compensation Committee considers FW Cook's advice and recommendations about our executive compensation program, the Compensation Committee ultimately makes its own decisions about executive compensation matters.

        In 2016, FW Cook provided our Compensation Committee with updated comparative peer group data showing where our total compensation and each element of our compensation ranked among a group of 19 publicly-traded U.S.-based internet and catalog retail and specialty retail companies. The peer group companies included were 1-800-FLOWERS.COM, American Eagle Outfitters, Blue Nile, Cabela's, Caleres, Groupon, Grubhub, HSN, Lands' End, Libbey, Monster Worldwide, Overstock.com, Pier 1 Imports, Restoration Hardware, Shutterfly, Tiffany & Co., Vitamin Shoppe, WebMD and Williams-Sonoma. The 2016 peer group companies reflected the removal of three previous peer companies due to acquisition (Ann Taylor, Conversant and Orbitz) and the addition of three new peer companies with similar revenues and/or market capitalizations (Blue Nile, Grubhub and Lands' End). Our peer group is subject to change. While we expect that our Compensation Committee will continue to periodically review and update the list, the 2016 study was not updated for purposes of our 2017 compensation decisions.

        The peer group was chosen to reflect a cross-section of similar retail and internet retail companies with revenue size between about 5x and 0.2x our size. This reflects the Company's executive labor market, and companies that might attract similar investors.

Compensation Elements

        The primary elements of our executive compensation program are:

•

base salary;



•

annual management incentive bonuses;



•

equity incentive awards, both shorter term and longer term;



•

benefits and other compensation; and




•

severance and change in control benefits.

        We do not have a formal or informal policy for allocating between long-term and short-term compensation, between cash and non-cash compensation or among different forms of non-cash compensation. Instead, our Compensation Committee, after periodically reviewing information provided by our compensation consultant and other relevant data, determines subjectively what it believes to be the appropriate level and mix of the various compensation components. We generally strive to provide our named executive officers with a balance of short-term and long-term incentives to encourage consistently strong performance. Ultimately, the objective in allocating between long-term and currently paid compensation is to ensure adequate base compensation to attract and retain personnel, while providing incentives to maximize long-term value for FTD and our stockholders. Therefore, we provide cash compensation in the form of base salary to meet competitive salary norms and reward good performance on an annual basis and in the form of bonus compensation to incent and reward superior performance based on specific annual and longer-term goals. To further focus our executives on longer-term performance and the creation of stockholder value, we make equity-based awards that vest over a meaningful period of time. In addition, we provide our executives with benefits that are generally available to our salaried employees and severance benefits to incentivize them to continue to strive to achieve stockholder value in connection with change in control situations.

Base Salary

        We use base salaries to recognize the experience, skills, knowledge and responsibilities of our employees, including our executive officers. Base salaries for our named executive officers typically are established through arm's length negotiation at the time the executive is hired, taking into account the position for which the executive is being considered and the executive's qualifications, prior experience and prior salary. None of our executive officers is currently party to an employment agreement that provides for automatic or scheduled increases in base salary. However, on an annual basis, our Compensation Committee reviews and evaluates, with input from our President and Chief Executive Officer, the need for adjustment of the base salaries of our executives based on changes and expected changes in the scope of an executive's responsibilities, including promotions, the individual contributions made by and performance of the executive during the prior fiscal year, the executive's performance over a period of years, overall labor market conditions, the relative ease or difficulty of replacing the executive with a well-qualified person, our overall growth and development as a company and general salary trends in our industry and among our peer group and where the executive's salary falls in the salary range presented by that data. In making decisions regarding salary increases, we may also draw upon the experience of members of our Board of Directors with other companies. No formulaic base salary increases are provided to our named executive officers, and we do not target the base salaries of our named executive officers at a specified compensation level within our peer group or other market benchmark. Please refer to "Executive Compensation and Other Information—Summary Compensation Table" for a listing of the base salaries of each of our named executive officers for 2017.

        Base salaries for our Continuing NEOs for 2017 were generally at or near the median of the peer group data reviewed by the Compensation Committee for all such named executive officers.

Annual Management Incentive Cash Bonuses

        We designed our 2017 Management Bonus Plan to emphasize pay-for-performance and to reward our named executive officers for the achievement of specified corporate objectives. For each participant, bonus awards are tied to various corporate performance goals. Those goals may be based on company-wide or divisional financial metrics, including revenue and adjusted EBITDA. For certain participants, the performance objectives may include specified departmental goals for the applicable fiscal year. For additional information about the annual performance based cash bonus program for 2017, see "—2017 Compensation Actions—2017 Management Bonus Plan" below.




Long-Term Incentive Compensation

        Grants of stock-based awards may result in limited rewards if the price of our common stock does not appreciate significantly, but may provide substantial rewards to executives as our stockholders in general benefit from stock price appreciation. Grants of stock-based awards are also intended to align compensation with the price performance of our common stock. Stock-based awards are also a useful vehicle for attracting and retaining executive talent in a competitive market. Our stock-based awards may consist of service-based or performance-based stock options, RSUs, service-based or performance-based restricted stock awards, performance stock units or a combination thereof.

        Our Compensation Committee develops its stock-based award determinations based on its judgment as to whether the total compensation packages provided to our executive officers, including prior stock-based awards and the level of vested and unvested stock-based awards then held by each participating officer, are sufficient to retain, motivate, and adequately reward the executive officers. In addition, our compensation committee considers the potential dilution associated with the stock-based awards and the cost of awards relative to budget and to market capitalization.

        Long-term incentive compensation grants for named executive officers who were not hired in 2017 was below the median, with long-term incentive compensation grants of named executive officers hired in 2017 granted at an above median level in order to induce their employment with us.

Stock Options

        We believe that stock options, when granted with exercise prices equal to the fair market value of our common stock on the date of grant, provide an appropriate long-term incentive for our executive officers because they are rewarded only to the extent that, following the grant date of the options, our stock price grows and our stockholders see the value of their investment also grow.

Restricted Stock Awards and RSUs

        Restricted stock awards and RSUs reflect both increases and decreases in stock prices from the grant-date market prices and thus tie compensation more closely to changes in stockholder value at all levels compared to stock options, whose intrinsic value changes only when the market price of shares is above the exercise price. Restricted stock awards and RSUs also have retention value even during periods in which our trading price does not appreciate, which supports continuity in the senior management team. In addition, restricted stock awards and RSUs allow our Compensation Committee to deliver equivalent value with use of fewer authorized shares.

Performance Stock Units

        A performance stock unit represents either (1) a unit with a dollar value tied to the level at which pre-established corporate performance objectives based on one or more performance goals are attained or (2) a participating interest in a special bonus pool tied to the attainment of pre-established corporate performance objectives based on one or more performance goals. The amount of the bonus pool may vary with the level at which the applicable performance objectives are attained, and the value of each performance unit which becomes due and payable upon the attained level of performance will be determined by dividing the amount of the resulting bonus pool (if any) by the total number of performance units issued and outstanding at the completion of the applicable performance period. Performance stock units which become due and payable following the attainment of the applicable performance objectives and the satisfaction of any applicable service-vesting requirement may be paid in cash or shares of our common stock valued at fair market value on the payment date, or a combination of shares of common stock and cash, as set forth in the applicable award agreement.




Equity Award Mix

        Our compensation committee may in the future adjust the mix of equity award types or approve different awards as part of the overall long-term incentive award. Awards made in connection with a new, extended, or expanded employment relationship may involve a different mix of service-based and performance-based stock options, RSUs, restricted stock awards, performance stock units or other stock-based awards depending on our compensation committee's assessment of the total compensation package being offered.

Benefits and other compensation

        We believe that establishing competitive benefit packages for our employees is an important factor in attracting and retaining highly qualified personnel. We maintain broad-based benefits that are provided to all employees, including medical insurance, dental insurance, vision insurance, group life insurance, accidental death and dismemberment insurance, long and short term disability insurance, medical and dependent care flexible spending accounts and matching contributions in our 401(k) plan. All of our executive officers are eligible to participate in all of our employee benefit plans, in each case on the same basis as other employees. Under our 401(k) plan, we are permitted to make discretionary contributions and matching contributions, subject to established limits and a vesting schedule. Our named executive officers may also participate in the 2015 ESPP, which provides a means for our employees, and the employees of certain of our subsidiaries, to purchase shares of the Company's common stock. Consistent with our compensation philosophy, we intend to continue to maintain our current benefits for our named executive officers. The Compensation Committee in its discretion may revise, amend or add to the named executive officer's benefits and perquisites if it deems it advisable.

Severance and change in control benefits

        Pursuant to employment agreements we have entered into with our executive officers, certain of our executive officers are entitled to specified double trigger benefits in the event of the termination of their employment under specified circumstances, including termination following a change in control of FTD. Please refer to "Executive Compensation and Other Information—Employment Agreements and Potential Payments Upon Termination or Change in Control" for a more detailed discussion of these benefits. We have provided estimates of the value of the severance payments and other benefits that would have been made or provided to executive officers under various termination circumstances under the caption "Executive Compensation and Other Information—Employment Agreements and Potential Payments Upon Termination or Change in Control" below.

2017 Compensation Actions

Advisory Votes Related to Named Executive Officer Compensation

        At our annual meeting of stockholders held in June 2016, the compensation of our named executive officers set forth in the proxy statement for that meeting was approved, on an advisory basis, by approximately 84% of the votes cast by our stockholders. At the same meeting, the recommendation of the Board of Directors to hold an advisory vote regarding the compensation of our named executive officers every three years received the support of a majority of the votes cast by our stockholders. Taking into consideration that support, the Board determined to hold future stockholder advisory votes regarding the compensation of our named executive officers every three years until the next required vote regarding that frequency in 2022. After taking into account the substantial stockholder support of the compensation described in the proxy statement for our 2016 annual meeting, the Compensation Committee did not implement changes to our executive compensation program as a result of the stockholder advisory vote held in 2016.




New Executive Officers and Related Hiring Grants

John C. Walden

        In connection with Mr. Walden's appointment as our new Chief Executive Officer, he received a grant of (i) 140,000 RSUs and (ii) 1,000,000 options to purchase shares of our common stock at an exercise price equal to the closing price of our common stock on the grant date. These grants vest in four equal annual installments beginning March 1, 2018. For additional information about Mr. Walden's employment agreement, see "Executive Compensation and Other Information—Employment Agreements and Potential Payments Upon Termination or Change in Control—Employment Agreements—John C. Walden."

Simha Kumar

        In connection with Mr. Kumar's appointment as our new Executive Vice President and Chief Operating Officer, he received a grant of (i) 25,000 RSUs and (ii) 200,000 options to purchase shares of the Company's common stock at an exercise price equal to the closing price of the Company's common stock on the grant date. These grants vest in four equal annual installments beginning August 1, 2018.

        Additionally, his employment agreement provides that to the extent the bonus paid to Mr. Kumar with respect to the Company's 2017 fiscal year is less than 50% of his annual earned base salary for the fiscal year (prorated for the period of time employed during such year), the Company was required to make, and did so make, an additional payment to Mr. Kumar so that the amount of bonus paid to Mr. Kumar for the 2017 fiscal year equaled 50% of his pro-rated salary for 2017. For additional information about Mr. Kumar's employment agreement, see "Executive Compensation and Other Information—Employment Agreements and Potential Payments Upon Termination or Change in Control—Employment Agreements—Simha Kumar."

Jeffrey D. T. Severts

        In connection with Mr. Severts' appointment as our new Executive Vice President and Chief Marketing Officer, he received a grant of (i) 25,000 RSUs and (ii) 200,000 options to purchase shares of the Company's common stock at an exercise price equal to the closing price of the Company's common stock on the grant date. These grants vest in four equal annual installments beginning July 10, 2018.

        Additionally, his employment agreement provides that to the extent the bonus paid to Mr. Severts with respect to the Company's 2017 fiscal year is less than 50% of his annual earned base salary for the fiscal year (prorated for the period of time employed during such year), the Company was required to make, and did so make, an additional payment to Mr. Severts so that the amount of bonus paid to Mr. Severts for the 2017 fiscal year equaled 50% of his pro-rated salary for 2017. For additional information about Mr. Severts employment agreement, see "Executive Compensation and Other Information—Employment Agreements and Potential Payments Upon Termination or Change in Control—Employment Agreements—Jeffrey D. T. Severts."

Office of the CEO Compensation Special 2016-2017 Incentives

        During 2016, the Compensation Committee created a special incentive for the two NEOs in the Office of the CEO, which was desiged to recognize their critical roles and institutional knowledge related to the change in chief executive officers. Mr. Levin was entitled to receive compensation of up to $240,000 and Ms. Quinn was entitled to receive compensation of up to $120,000, in each case payable in cash on May 1, 2017, subject to satisfaction of certain performance objectives. Such compensation was in addition to compensation due to the members of the Office of the CEO under




their existing compensation arrangements. The performance objectives related to the provision by the members of the Office of the CEO of (1) recommendations and support to the Interim President and Chief Executive Officer with respect to operational initiatives, strategic planning matters and other specified Company-wide initiatives, (2) leadership and direction to the Company's executive leadership team with respect to such matters and (3) support to ensure an orderly transition from interim to permanent Chief Executive Officer, and were tied to the achievement of one or more of three objectives: (a) the Board's endorsement of the Company's long-term strategic plan; (b) the Company's hiring of a permanent Chief Executive Officer by a specified date; and (c) the approved budget and operating plan for the 2017 fiscal year providing for year over year consolidated revenue growth. On May 2, 2017, the Compensation Committee determined that the necessary performance objectives had been satisfied and, accordingly, awarded $240,000 to Mr. Levin and $120,000 to Ms. Quinn.

2017 Management Bonus Plan

        On March 6, 2017, our Compensation Committee adopted our 2017 Management Bonus Plan. The 2017 Management Bonus Plan was an annual incentive program which could pay out in cash, stock or a combination of both, depending on level and performance of each eligible employee. These short-term incentives are designed to reward achievement against specific, pre-set financial goals and performance objectives measured over the fiscal year for which the award is paid. The performance goals upon which the awards are based may relate to the Company's consolidated revenue and Plan Adjusted EBITDA (as defined below), divisional revenue and Plan Adjusted EBITDA, or a combination thereof, provided that in each case, the relevant consolidated or divisional goals are weighted equally between revenue and Plan Adjusted EBITDA.

        For the purposes of the 2017 Management Bonus Plan, we define Plan Adjusted EBITDA as net income (loss) before net interest expense, provision (benefit) for income tax expense, depreciation, amortization, stock-based compensation, litigation or dispute settlement charges or gains (including, without limitation, fees, expenses, damages and settlement costs related to litigation, arbitration, investigations, disputes or similar matters), transaction related costs (including, without limitation, expenses resulting from actual or potential transactions such as business combinations, mergers, acquisitions, and financing transactions, and including compensation expense and expense for advisors and representatives such as investment bankers, consultants, attorneys and accounting firms), restructuring and other exit costs (including, without limitation, severance expenses, facility closure expenses, relocation costs and other restructuring charges) and impairment of goodwill, intangible assets and other long-lived assets. Plan Adjusted EBITDA is also calculated before, and expenses for the purposes of calculating Plan Adjusted EBITDA exclude, (1) any bonus amounts which accrue under the 2017 Management Bonus Plan; (2) any adjustments to Plan Adjusted EBITDA attributable to a change in accounting principles that occurred after January 1, 2017 (such that the actual Plan Adjusted EBITDA is calculated consistently with Plan Adjusted EBITDA target as it relates to accounting principles); (3) all items of gain, loss or expense determined to be extraordinary, unusual or non-recurring (except that Item 10(e) of Regulation S-K under the Securities Act does not constitute a limitation on any such determination); (4) losses, charges or expenses with respect to litigation, investigations or other legal matters; and (5) all items of gain, loss or expense related to the sale or divestiture of a business; provided, however, that in determining the actual level at which the Plan Adjusted EBITDA has been attained, the associated amount under clause (1), clause (3) or clause (4) shall be excluded from the calculation of Plan Adjusted EBITDA only to the extent the actual aggregate amount under clause (1), clause (3) or clause (4) exceeds the aggregate budgeted amount therefor that was included in the Plan Adjusted EBITDA Targets set forth in the applicable performance goals.

        For 2017, up to eleven potential levels of goal attainment from threshold to maximum were established for each financial performance goal. Level six of eleven represents the "target" level earned




for achieving financial goals. The amount of the bonus award was based on the actual levels at which the applicable goals were in fact attained. Absent at least threshold attainment of each applicable goal, no bonus award would be earned with respect to that particular performance metric. In addition, if consolidated Plan Adjusted EBITDA for the 2017 fiscal year was more than 10% below target, no payouts could be earned under the 2017 Management Bonus Plan regardless of performance as to any other performance metric. Similarly, for those participants who were allocated a divisional goal, if the applicable divisional Plan Adjusted EBITDA for the 2017 fiscal year was more than 5% or 10% below target (depending on the applicable division), then no payouts could be earned under the 2017 Management Bonus Plan by such participants regardless of performance as to any other performance metric. As to each departmental goal, the level of attainment of each such goal (calculated as a percentage) was determined from threshold to maximum. In order to receive their bonuses, participants generally were required to continue in the Company's employ through December 31, 2017. The 2017 Management Bonus Plan imposed a limit of $2.0 million on the maximum bonus amount payable to any participant for the 2017 fiscal year.

        For purposes of the 2017 Management Bonus Plan, the Company achieved consolidated corporate revenue and Plan Adjusted EBITDA for 2017, as determined in accordance with the terms and provisions of the plan, of $1,084.0 million and $73.4 million, respectively. The results achieved for the revenue portion of the plan were 3.5% below the target established at the start of the year while the results achieved for the Plan Adjusted EBITDA portion of the plan were 22.7% below the corresponding target. These targets for revenue and Plan Adjusted EBITDA are referred to in this proxy statement as the "2017 Corporate Goals." After comparing the achieved results to the 2017 Corporate Goals, the Compensation Committee determined that the required thresholds were not met for the Plan Adjusted EBITDA and revenue portions of the 2017 Management Bonus Plan. However, as permitted under the terms of the 2017 Management Bonus Plan, the Compensation Committee determined that significant performance was achieved and further determined that a financial reward would be appropriate to encourage the executives to continue to strive for improvements in Company performance. Therefore, the Compensation Committee in its sole discretion determined to pay cash bonuses under the 2017 Management Bonus Plan to certain of the named executive officers, as further described below.

        John C. Walden's 2017 bonus potential was based 66²/3% upon the Company's performance relative to the 2017 Corporate Goals and 33¹/3% upon his individual results, scaling up to a maximum payout of 150% of salary in accordance with the table below and taking into account the Company's consolidated revenue and Plan Adjusted EBITDA results relative to the 2017 Corporate Goals and his individual results. The Compensation Committee exercised its discretion under the 2017 Management Bonus Plan and awarded Mr. Walden a bonus of $679,934, or 55.3% of the amount Mr. Walden would have




received had the performance goals under the 2017 Management Bonus Plan been attained at the target level for the 2017 fiscal year.

		John C. Walden Consolidated
		Revenue Payout %			Adj EBITDA Payout %
1			25.0	%		25.0	%
2			30.0	%		30.0	%
3			35.0	%		35.0	%
4			40.0	%		40.0	%
5			45.0	%		45.0	%
6			50.0	%		50.0	%
7			50.0	%		50.0	%
8			50.0	%		50.0	%
9			50.0	%		50.0	%
10			50.0	%		50.0	%
11			50.0	%		50.0	%

        Scott D. Levin's and Stephen K. Tucker's 2017 bonus potential was based 80% upon the Company's performance relative to the 2017 Corporate Goals and 20% upon their respective personal results, scaling up to a maximum payout of 120% of salary in accordance with the table below and taking into account the Company's consolidated revenue and Plan Adjusted EBITDA results relative to the 2017 Corporate Goals and their individual results. Due to his separation from the Company and pursuant to the terms of his employment agreement, Mr. Tucker did not receive a payment under the 2017 Management Bonus Plan. The Compensation Committee exercised its discretion under the 2017 Management Bonus Plan and awarded Mr. Levin a bonus of $183,511, or 46.4% of the amount Mr. Levin would have received had the performance goals under the 2017 Management Bonus Plan been attained at the target level for the 2017 fiscal year.

		Stephen K. Tucker/ Scott D. Levin Consolidated
		Revenue Payout %			Adj EBITDA Payout %
1			20.0	%		20.0	%
2			24.0	%		24.0	%
3			28.0	%		28.0	%
4			32.0	%		32.0	%
5			36.0	%		36.0	%
6			40.0	%		40.0	%
7			43.2	%		40.0	%
8			46.4	%		40.0	%
9			49.6	%		40.0	%
10			52.8	%		40.0	%
11			56.0	%		40.0	%

        Simha Kumar's 2017 bonus potential was based 80% upon the Company's performance relative to the 2017 Corporate Goals and 20% upon his personal results, scaling up to a maximum payout of 120% of salary in accordance with the table below and taking into account the Company's consolidated revenue and Plan Adjusted EBITDA results relative to the 2017 Corporate Goals and their individual results. Under the terms of his employment agreement, to the extent the bonus paid to Mr. Kumar with respect to the Company's 2017 fiscal year is less than 50% of his annual earned base salary for the




fiscal year (prorated for the period of time employed during such year), the Company is required to make, and did so make, an additional payment to Mr. Kumar so that the amount of bonus paid to Mr. Kumar for the 2017 fiscal year equals 50% of his pro-rated salary for 2017. Accordingly, Mr. Kumar's bonus for 2017 was $100,000, or 50% of the amount Mr. Kumar would have otherwise received under the 2017 Management Bonus Plan had the performance goals for the 2017 Management Bonus Plan been attained at the target level for the 2017 fiscal year.

		Simha Kumar Consolidated
		Revenue Payout %			Adj EBITDA Payout %
1			20.0	%		20.0	%
2			24.0	%		24.0	%
3			28.0	%		28.0	%
4			32.0	%		32.0	%
5			36.0	%		36.0	%
6			40.0	%		40.0	%
7			43.2	%		40.0	%
8			46.4	%		40.0	%
9			49.6	%		40.0	%
10			52.8	%		40.0	%
11			56.0	%		40.0	%

        Jeffrey D. T. Severts' 2017 bonus potential was based 80% upon the Company's performance relative to the 2017 Corporate Goals and 20% upon his personal results, scaling up to a maximum payout of 120% of salary in accordance with the table below and taking into account the Company's consolidated revenue and Plan Adjusted EBITDA results relative to the 2017 Corporate Goals and their individual results. Under the terms of his employment agreement, to the extent the bonus paid to Mr. Severts with respect to the Company's 2017 fiscal year is less than 50% of his annual earned base salary for the fiscal year (prorated for the period of time employed during such year), the Company is required to make, and did so make, an additional payment to Mr. Severts so that the amount of bonus paid to Mr. Severts for the 2017 fiscal year equals 50% of his pro-rated salary for 2017. Accordingly, Mr. Severts bonus for 2017 was $96,923, or 50% of the amount Mr. Severts would have otherwise received under the 2017 Management Bonus Plan had the performance goals for the 2017 Management Bonus Plan been attained at the target level for the 2017 fiscal year.

		Jeffrey D. T. Severts Consolidated
		Revenue Payout %			Adj EBITDA Payout %
1			20.0	%		20.0	%
2			24.0	%		24.0	%
3			28.0	%		28.0	%
4			32.0	%		32.0	%
5			36.0	%		36.0	%
6			40.0	%		40.0	%
7			43.2	%		40.0	%
8			46.4	%		40.0	%
9			49.6	%		40.0	%
10			52.8	%		40.0	%
11			56.0	%		40.0	%




        Helen Quinn's 2017 bonus potential was based 40% upon the Company's performance relative to the 2017 Corporate Goals, 40% upon division and departmental results, and 20% upon her personal goals, scaling up to a maximum payout of 84% of salary in accordance with the table below and taking into account the Company's consolidated revenue and Plan Adjusted EBITDA results relative to the 2017 Corporate Goals and her divisional or departmental results. Due to her separation from the Company and pursuant to the terms of her employment agreement, Ms. Quinn did not receive a payment under the 2017 Management Bonus Plan.

		Helen Quinn
		Consolidated						Division
		Revenue Payout %			Adj EBITDA Payout %			Revenue Payout %			Adj EBITDA Payout %
1			7.0	%		7.0	%		7.0	%		7.0	%
2			8.4	%		8.4	%		8.4	%		8.4	%
3			9.8	%		9.8	%		9.8	%		9.8	%
4			11.2	%		11.2	%		11.2	%		11.2	%
5			12.6	%		12.6	%		12.6	%		12.6	%
6			14.0	%		14.0	%		14.0	%		14.0	%
7			15.1	%		14.0	%		15.1	%		14.0	%
8			16.2	%		14.0	%		16.2	%		14.0	%
9			17.4	%		14.0	%		17.4	%		14.0	%
10			18.5	%		14.0	%		18.5	%		14.0	%
11			19.6	%		14.0	%		19.6	%		14.0	%

        For additional information about the amounts paid to our named executive officers under our 2017 Management Bonus Plan, see "Executive Compensation and Other Information—Summary Compensation Table" below.

Stock Option and RSU Awards

        During 2017, the Company made grants of stock options and RSUs to our named executive officers other than Mr. Tucker and Mr. Cooper. These grants included hiring grants for certain of our named executive officers and continuing grants for other named executive officers, as noted below. Total stock options and RSUs granted to our named executive officers in 2017 were as follows:

Name		Stock Options			RSUs
John C. Walden(1)			1,000,000			140,000
Christopher W. Shean(2)			—			7,119
Stephen K. Tucker			—			—
Brian S. Cooper			—			—
Simha Kumar(3)			200,000			25,000
Scott D. Levin(4)			—			12,000
Jeffrey D. T. Severts(5)			200,000			25,000
Helen Quinn(6)			—			10,000

---

(1)

Represents a hiring grant to Mr. Walden. The stock options and RSUs granted vest in four equal annual installments beginning on March 1, 2018. The stock options expire seven years after the grant date of March 17, 2017. The grant date fair value of the RSUs was $2,815,400, the market value of the underlying stock on the grant date of March 17, 2017.




(2)

The RSUs granted vest on June 1, 2018. The grant date fair value of the RSUs was $126,006, the market value of the underlying stock on the grant date of June 6, 2017.



(3)

Represents a hiring grant to Mr. Kumar. The stock options and RSUs granted vest in four equal annual installments beginning on August 1, 2018. The stock options expire seven years after the grant date of August 11, 2017. The grant date fair value of the RSUs was $346,250, the market value of the underlying stock on the grant date of August 11, 2017.



(4)

The RSUs granted vest in four equal annual installments beginning on January 3, 2018. The grant date fair value of the RSUs was $295,440, the market value of the underlying stock on the grant date of January 3, 2017.



(5)

Represents a hiring grant to Mr. Severts. The stock options and RSUs granted vest in four equal annual installments beginning on July 10, 2018. The stock options expire seven years after the grant date of August 11, 2017. The grant date fair value of the RSUs was $346,250, the market value of the underlying stock on the grant date of August 11, 2017.



(6)

The RSUs granted would have vested in four equal annual installments beginning on January 3, 2018. The grant date fair value of the RSUs was $246,200, the market value of the underlying stock on the grant date of January 3, 2017.

Certain 2018 Equity Compensation Information

        In January 2018, and in light of the Company's multi-year strategic plan announced in January 2018, the Compensation Committee approved a set of awards for our Continuing NEOs in lieu of the annual long-term incentive awards the Company has typically made in the first quarter of the year. These awards consisted of a combination of RSUs tied to revenue and adjusted EBITDA performance ("PSUs"), with performance measured over a three-year period; service-based RSUs; and service-based stock options. The Company chose the mix of award types to incentivize the named executive officers to lead the Company during a challenging time and better align the NEOs' interests with stockholder interests. The majority of these awards are "at-risk"; stock options require appreciation in the Company's stock price for an award recipient to realize value, and the PSUs require that challenging performance goals be met in order for the recipient to receive value. PSUs represent the largest component of these awards based on grant date fair value.

Tax and Accounting Implications

        Under Section 162(m) of the Code, compensation paid to certain executive officers (and, beginning in 2018, certain former executive officers) in excess of $1 million is not tax deductible. Historically, compensation that qualifies as "performance-based compensation" under Section 162(m) of the Code could be excluded from this $1 million limit, but this exception has now been repealed, effective for taxable years beginning after December 31, 2017, unless certain transition relief for certain compensation arrangements in place as of November 2, 2017 is available.

        Management and the Compensation Committee have in the past generally considered the impact of Section 162(m) of the Code when establishing incentive compensation plans. The Compensation Committee believes that the tax deduction limitation should not be permitted to compromise our ability to design and maintain executive compensation arrangements that will attract and retain the executive talent to compete successfully. Accordingly, achieving the desired flexibility in the design and delivery of compensation may result in compensation that in certain cases is not deductible for federal income tax purposes. Moreover, even if the Committees intended to grant compensation that qualifies as "performance-based compensation" for purposes of Section 162(m) of the Code, we cannot guarantee that such compensation will so qualify or ultimately is or will be deductible.




Compensation Committee Report

        The Compensation Committee of the Board of Directors of FTD Companies, Inc. has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with the Company's management. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company's Annual Report on Form 10-K for the year ended December 31, 2017.

		Compensation Committee
		Robert Berglass (Chairman) Joseph W. Harch Dennis Holt Robin S. Hickenlooper





EXECUTIVE COMPENSATION AND OTHER INFORMATION


Summary Compensation Table


        The following table provides certain summary information concerning the compensation earned by our Chief Executive Officer and each of our two other most highly compensatednamed executive officers in 2017 and, for those who were named executive officers during such periods, the fiscal years ended December 31, 20142016 and 2013. The listed individuals are sometimes referred to herein as the "named executive officers."2015.

Name and Principal Position		Year			Salary(2)			Bonus(3)			Stock Awards(4)			Stock Option Awards			Non-Equity Incentive Plan Compensation			All Other Compensation (11)(12) (13)(14)(15)			Total
Robert S. Apatoff			2014		$	730,000		$	350,000		$	1,358,001	(5)	$	275,548	(7)	$	603,288	(9)	$	26,849		$	3,343,686
President, Chief Executive			2013		$	643,846		$	75,000		$	3,145,736	(6)	$	1,113,340	(8)	$	574,453	(10)	$	19,187		$	5,571,562
Officer and Director
Becky A. Sheehan			2014		$	438,152		$	225,000		$	752,001	(5)	$	137,774	(7)	$	301,847	(9)	$	26,849		$	1,881,623
Executive Vice President and			2013		$	434,439		$	350,000		$	900,265	(6)	$	289,462	(8)		—		$	3,825		$	1,977,991
Chief Financial Officer
Rhys J. Hughes(1)			2014		$	289,940		$	483,626		$	282,600		$	123,997	(7)	$	207,462	(9)	$	48,119		$	1,435,744
President, Interflora British			2013		$	267,552		$	380,685		$	268,632			—			—		$	50,058		$	966,927
Unit

Name and Principal Position		Year			Salary (7)			Bonus (8)			Stock Awards (9)			Stock Option Awards (10)			Non-Equity Incentive Plan Compensation (11)			All Other Compensation (12)(13)(14)			Total
John C. Walden(1)			2017		$	819,231		$	—		$	2,815,400		$	6,454,377		$	679,934		$	18,515		$	10,787,457
President, Chief Executive
Officer and Director
Christopher W. Shean(2)			2017		$	123,413		$	—		$	126,006		$	—		$	—		$	1,162		$	250,581
Director and Former			2016		$	85,385		$	—		$	425,013		$	—		$	—		$	—		$	510,398
Interim President
and Chief Executive
Officer
Stephen K. Tucker(3)			2017		$	347,208		$	—		$	—		$	—		$	—		$	107,888		$	455,096
Former Executive Vice
President and
Chief Financial Officer
Brian S. Cooper(4)(5)			2017		$	226,800		$	—		$	—		$	—		$	—		$	—		$	226,800
Former Interim Chief
Financial Officer
Simha Kumar(4)			2017		$	200,000		$	—		$	346,250		$	880,488		$	100,000		$	6,006		$	1,532,744
Executive Vice President
and Chief Operating
Officer
Scott D. Levin			2017		$	395,499		$	240,000		$	295,440		$	—		$	183,511		$	29,910		$	1,144,360
Executive Vice President,			2016		$	372,191		$	—		$	240,100		$	321,413		$	167,977		$	23,344		$	1,125,025
General Counsel and			2015		$	356,000		$	—		$	344,400		$	1,144,440		$	329,637		$	24,385		$	2,198,862
Secretary
Jeffrey D. T. Severts(4)(6)			2017		$	367,840		$	—		$	346,250		$	880,488		$	96,923		$	1,564		$	1,693,064
Executive Vice President
and Chief Marketing Officer
Helen Quinn(4)			2017		$	246,652		$	120,000		$	246,200		$	—		$	—		$	578,493		$	1,191,345
Former Executive Vice			2016		$	246,005		$	—		$	139,233		$	778,472		$	66,561		$	99,412		$	1,329,683
President, U.S. Consumer
Floral

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(1)

Mr. Hughes isWalden joined the Company as President of our Interflora division in the U.K. All amounts shown in the table relatingand Chief Executive Officer effective March 1, 2017.



(2)

Mr. Shean served as Interim President and Chief Executive Officer from November 3, 2016 to March 1, 2017. Includes stock awards granted to Mr. Hughes areShean both in U.S. Dollarshis capacity as director of the Company and have been translatedin his capacity as Interim President and Chief Executive Officer.



(3)

Mr. Tucker did not receive any separation payments in connection with his departure from British Pounds using average ratesthe Company on September 15, 2017. All of Mr. Tucker's stock awards and stock option awards were forfeited upon his departure from the Company.



(4)

Compensation for Messrs. Cooper, Kumar and Severts is provided only for 2017 because they were not named executive officers in 2016 or 2015. Compensation for Ms. Quinn is provided only for 2016 and 2017 because she was not a named executive officer in 2015.



(5)

Represents amounts paid to Tatum under an executive consulting services arrangement pursuant to which Mr. Cooper served as the Company's Interim Chief Financial Officer. Mr. Cooper did not participate in any Company employee benefit plans or receive any salary, bonus, equity awards or other compensation or benefits directly from the Company in connection with his service as Interim Chief Financial Officer.



(6)

Includes consulting fees of $174,000 for the applicable periods.period from April 2017 through July 5, 2017. Mr. Severts became an employee of FTD on July 10, 2017.





(2)(7)

The salaries reflected in the Summary Compensation Table may be subject to future increase at the discretion of FTD'sthe Board of Directors. The base salary level, once increased, becomes the new minimum base salary. The amount reported as base salary in the Summary Compensation Table also includes the portion deferred under our 401(k) plan, a tax qualified deferred compensation plan.



(3)(8)

Represents discretionary year-end cash bonus awards made to our named executive officers including, in 2014, cash bonus awards of $350,000officers. The amounts include $240,000 and $225,000 related to the Acquisition$120,000 paid to Mr. ApatoffLevin and Ms. Sheehan,Quinn, respectively, and, in 2013, cash bonus awardsas members of $75,000 each related to the Separation to Mr. Apatoff and Ms. Sheehan. For 2014 and 2013, represents bonus amountsOffice of £286,000 and £143,000, respectively, earned by Mr. Hughes under the terms of his service agreement. In 2014, Mr. Hughes elected to forgo £56,000, or $94,696, of his £286,000 bonus and instead received an additional pension contribution for the same amount.CEO.



(4)(9)

Amounts reflect the aggregate grant date fair value of the stock awards made in the applicable fiscal year. The grant date fair values are, in each instance, calculated in accordance with ASC 718 and do not take into account estimated forfeitures relating to service based vesting requirements. For information regarding the assumptions underlying the ASC 718 valuation of ourthese equity awards, made in 2014 and 2013, see Note 1110 to our audited consolidated financial statements for the fiscal year ended December 31, 20142017 included in our Annual Report on Form 10-K for that period.



(5)

Amounts shown include the value of one time stock awards granted to Mr. Apatoff and Ms. Sheehan in recognition of the successful completion of the Acquisition.



(6)

Amounts shown include the value of one time stock awards granted to Mr. Apatoff and Ms. Sheehan in recognition of the successful completion of the Separation and Mr. Apatoff's and Ms. Sheehan's positions as President and Chief Executive Officer and Chief Financial Officer, respectively, of FTD as a stand-alone public company.



(7)(10)

Amounts reflect the aggregate grant date fair value of the stock option awards made in the applicable fiscal year. The grant date fair values are, in each instance, calculated in accordance with ASC 718 and do not take into account estimated forfeitures relating to service based vesting requirements. For information regarding the assumptions underlying the ASC 718 valuation of ourthese equity awards, made in 2014, see Note 1110 to our audited consolidated financial statements for the fiscal year ended December 31, 20142017 included in our Annual Report on Form 10-K for that period.



(8)

Amounts reflect the aggregate grant date fair value of one time stock option awards granted to Mr. Apatoff and Ms. Sheehan in recognition of the successful completion of the Separation and Mr. Apatoff's and Ms. Sheehan's positions as President and Chief Executive Officer and Chief Financial Officer, respectively, of FTD as a stand-alone public company. The grant date fair values are, in each instance, calculated in accordance with ASC 718 and do not take into account estimated forfeitures relating to service based vesting requirements. For information regarding the assumptions underlying the ASC 718 valuation of our equity awards made in 2013, see Note 11 to our audited consolidated financial statements for the fiscal year ended December 31, 2014 included in our Annual Report on Form 10-K for that period.



(9)(11)

Represents performance-based cash bonuses paid pursuant to the FTD Companies, Inc. 20142017 Management Bonus Plan.Plan, 2016 Management Bonus Plan or 2015 Management Bonus Plan, as applicable.



(10)

Represents performance-based cash bonuses paid pursuant to non-equity incentive compensation plans originally established by United Online.



(11)(12)

Includes a matching contribution we made to the 401(k) plan on behalf of each participating named executive officer other than Mr. Hughes, in an amount notMs. Quinn. In 2017, 2016 and 2015, matching contributions for participating named executive officers were limited to exceed the lesser of (1) 25%50% of the participating officer's contribution, and (2) 25%50% of the first 6% of the participating officer's eligible compensation, as determined under such plan. In 2017 and 2016, we made pension contributions on behalf of Ms. Quinn to our U.K. pension program.






See Note 14 below for the dollar amounts of the matching 401(k) plan and pension contributions included in the "All Other Compensation" column of the Summary Compensation Table.



(12)(13)

The restricted stock unitsRSUs held by our named executive officers other than those held by Mr. Hughes,generally contain dividend equivalent rights. Pursuant to those rights, such named executive officer will receive, as dividends or other distributions are declared and paid on our outstanding shares of common stock, an additional payment equal to each dividend or distribution which would have been paid on the shares of common stock underlying those units had such shares been issued and outstanding at the time that dividend or distribution was made to our stockholders. The payment will be made in the same form and at the same time as the actual dividend or distribution is made to




stockholders. United Online historically paid dividends to holders of its common stock. We have not paid any cash dividends on our common stock since the Separation on November 1, 2013. We do not currently anticipate paying any future cash dividends.

The payments received by the named executive officers in the 2013 fiscal year pursuant to the dividend equivalent rights pertaining to United Online restricted stock units are not included as part of their compensation in the "All Other Compensation" column for the 2013 fiscal year. The aggregate amount received by each of the named executive officers for the 2013 fiscal year pursuant to dividend equivalent rights associated with United Online restricted stock unit awards was as follows:

Name
Robert S. Apatoff		$	50,333
Becky A. Sheehan		$	32,625
Rhys J. Hughes			—

(13)

We provide medical and dental coverage to our U.S. employee base. In 2013, for Mr. Apatoff, we paid the portion of the insurance premiums for such coverage that otherwise would have been payable by him as required employee contributions (the "basic insurance coverage premiums"). In addition, we also provided supplemental medical and dental coverage to Mr. Apatoff under the Exec-U-Care plan. The annual per participant membership fee we paid under the Exec-U-Care plan was $250 and included the premium for an accidental death and dismemberment insurance policy with up to $100,000 in coverage. These incremental benefits terminated prior to the Separation. See Note 14 below for the aggregate dollar amount of the basic insurance coverage premiums, the medical and dental benefits provided through the Exec-U-Care plan, together with the $250 annual membership fee for such plan that is included in the "All Other Compensation" column of the Summary Compensation Table.



(14)

The table below sets forth the various items included in the "All Other Compensation" column for our current named executive officers for each of the 2014preceding three fiscal year for Mr. Apatoff and Ms. Sheehan:years in which they were named executive officers:

Name		401(k) Matching Contribution			Medical/ Dental Benefits			Total
Robert S. Apatoff		$	3,900		$	22,949		$	26,849
Becky A. Sheehan		$	3,900		$	22,949		$	26,849

Name		Year			401(k) Matching Contribution			Relocation Benefits			Health Benefits			Total
John C. Walden			2017		$	2,146		$	—		$	16,369		$	18,515
Christopher W. Shean			2017		$	1,159		$	—		$	3		$	1,162
Stephen K. Tucker			2017		$	6,542		$	85,000		$	16,346		$	107,888
Simha Kumar			2017		$	6,000		$	—		$	6		$	6,006
Scott D. Levin			2017		$	8,100		$	—		$	21,810		$	29,910
			2016		$	7,950		$	—		$	15,394		$	23,344
			2015		$	7,950		$	—		$	16,435		$	24,385
Jeffrey D. T. Severts			2017		$	808		$	—		$	756		$	1,564

The table below sets forth the various items included in the "All Other Compensation" column for the 20132017 and 2016 fiscal yearyears for Mr. Apatoff and Ms. Sheehan:Quinn: