| | | | | | | Performance/Payout Relationship (
During Fiscal 2012,2013, the Company-wide Actual Award Multiple was 99.3%74.8%. The Company-wide Actual Award Multiple for Fiscal 2012, 2011, 2010 and 2009 and 2008 was 130.9%99.3%, 0%130.9%, 0% and 0% of the target award, respectively. See “Summary Compensation Table - Non-Equity Incentive Plan Compensation” for payout amounts for Fiscal 20122013 and Fiscal 2011.
In Fiscal 2010, the Compensation Committee did exercise discretion in awarding cash bonus compensation under the Sharing Success Program to employees in the Consumer Floral Brand, BloomNet and Enterprise-wide shared services (i.e. executive, legal, human resources, finance and IT), resulting in awards that ranged from 14.1% to 18.75% of the individual’s Target Award. As a result, bonuses paid to Messrs. J. McCann, C. McCann, Shea and Gallagher were: $182,822, $95,723, $29,475 and $28,296, respectively. Brand-specific performance measures were achieved for Gourmet Food and Gift Baskets (74.1 %). As a result, Mr. Taiclet received a cash bonus of $97,256.2012.
Long-Term Incentive Equity Awards. In order to structure a long term incentive program for the Company’s Executive Officers that would tie a significant portion of their compensation to the profitability of the Company, the Compensation Committee evaluated its long term incentive equity awards. All award grants are designed to align the interests of each Executive Officer with those of the stockholders and provide each individual with a significant incentive to manage the Company from the perspective of an owner with an equity stake in the Company. The grant of an award is set at a level intended to create a meaningful incentive based in part on the Executive Officer’s and NEO’s current position with the Company, the base salary associated with that position, the size of comparable awards made to individuals in similar positions within the industry, and the individual’s personal performance in recent periods. The Compensation Committee also takes into account the number of awards held by the Executive Officer in order to maintain an appropriate level of incentive for that individual. The Compensation Committee has the authority to review extraordinary events that impact on the Company’s performance and may adjust the calculation of an award by taking into account the effect of any such extraordinary events. The Compensation Committee did not exercise such authority in Fiscal 2012.2013.
Historically, the Company granted a target number of shares under its Long Term Incentive Plan (“LTIP”) that was in place from fiscal 2007 through fiscal 2009. Due to the downturn in the economic environment, the goals that were set for the LTIP during these fiscal years were no longer achievable and therefore the performance awards that could have been granted under the LTIP were not attainable. In accordance with the Company’s compensation philosophy and in an effort to retain its Executive Officers and key talent, the Board of Directors approved a stock award grant in May 2009 (See “Summary Compensation Table”). No stock awards were granted to the Executive Officers in Fiscal 2010 in light of the May 2009 award.
In Fiscal 2012,2013, the Compensation Committee approved an equity award grant for management level employees with a grant date of November 1, 2011.October 30, 2012. This grant intended to align shareholder interest with the long-term growth of the Company, as well as address employee retention concerns. Therefore the shares granted thereunder are 50% time-vested and 50% performance based. The Fiscal 20122013 equity award grant provided for 100% of the performance-based target shares to be earned upon the achievement of $53.4$60.1 million in Plan EBITDA and 50% of the performance-based target shares to be earned upon the achievement 85% of Plan EBITDA. All of the shares, time-vesting and performance-based, which were earned, vest ratably over a three year period from the grant date (See “Summary Compensation Table”).
In Fiscal, 2011, the Board approved a grant to Mr. C. McCann, of 300,000 performance-based restricted shares and 1,000,000 nonqualified stock options. The grant date was October 26, 2010. Subject to continued employment, the restricted shares, which were earned, and the options will vest ratably over an 8-year period from the grant date. This award was in recognition of both Mr. C. McCann’s 20+ years of service to the Company and his assumption of the role of President for the Consumer Floral brand and taking control of and responsibility for its day-to-day operations while maintaining his position as President of the Company (See “Summary Compensation Table”).
On August 31, 2011, the Compensation Committee approved a grant to Mr. C. McCann of 1,000,000 nonqualified stock options. The grant date was November 1, 2011. Subject to continued employment, the options (except in the event of death or permanent disability as defined in the Restricted Share Agreement) will vest ratably over an 8-year period from the grant date. This award was in recognition of both Mr. C. McCann’s dual role as both President of the Company and the Consumer Floral brand, as well as the significant improvement in the Consumer Floral brand’s performance results under his leadership (See “Summary Compensation Table”).
On October 9, 2012,2013, the Compensation Committee approved a grant to Mr. C. McCann of 333,000 restricted shares and specified a grant date of October 30, 2012. Subject to continued employment, the restricted shares will vest ratably over an 8-year period from the grant date. This award iswas in recognition of Mr. C. McCann’s dual role as both President of the Company and the Consumer Floral brand, as well as the continued improvement in the Consumer Floral brand’s performance results under his leadership.leadership (See "Summary Compensation Table").
Executive Benefits The Company’s NEO’s, except for Mr. Gallagher, are eligible for the same level and offering of benefits made available to other employees, including our 401(k) Profit Sharing Plan (which includes a discretionary annual Company contribution), health care plan and other welfare benefit programs. We do not currently maintain any qualified or nonqualified defined benefit pension plans or nonqualified deferred compensation plans for our NEO’s, except for the Nonqualified Supplemental Deferred Compensation Plan discussed below. During Fiscal 2012,2013, the Company offered a Nonqualified Supplemental Deferred Compensation Plan for certain executives. Participants can defer from 1% up to a maximum of 100% of salary and performance and non-performance based bonus. The Company will match 50% of the deferrals made by each participant during the applicable period, up to a maximum of $2,500. The participants are vested in the Company’s contributions based upon years of participation in the Plan. Distributions will be made to participants upon termination of employment or death in a lump sum, unless installments are selected. Perquisites We do not routinely provide any significant perquisites to our NEO’s. Except for Messrs. J. McCann and C. McCann’s perquisite which is disclosed in the Summary Compensation Table, the value of perquisites to each other NEO in Fiscal 20122013 did not exceed $10,000. Severance/Change of Control We do not maintain any severance or change of control plans or agreements. However, pursuant to the terms of employment agreements and incentive plans, certain NEO’s are eligible to receive severance and other benefits in the case of certain termination events and in the case of a change in control. See “Potential Payments upon Termination and Change in Control” below. Management’s Role in Setting Executive Compensation Although the Compensation Committee of the Board of Directors establishes the Company’s compensation philosophy and makes the final determinations on all compensation paid to our Executive Officers, the Chief Executive Officer and President work closely with the Senior Vice President of Human Resources to develop compensation programs and policies and make recommendations regarding annual adjustments to the Executive Officers’ salaries and incentive award opportunities (other than their own compensation). Compensation Deductibility Policy A federal income tax deduction will generally be available for annual compensation in excess of $1 million paid to the Chief Executive Officer Chief Financial Officer and the three other most highly compensated executive officers of a public corporation (other than the Chief Financial Officer) only if such compensation is “performance-based” and complies with certain other tax law requirements. The 2003 Long Term Incentive and Share Award Plan, the Section 16 Executive Officers Bonus Plan and the Sharing Success Plan contain certain provisions which are intended to ensure that any compensation deemed paid in connection with the granting of Awards or bonus compensation will qualify as performance-based compensation. Although our policy is to maximize the deductibility of all executive compensation, the Compensation Committee retains the discretion to award compensation that is not deductible under Section 162(m) of the Code when it is in the best interests of the Company to do so. Compensation Committee Report The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis provisions to be included in the Company’s filings pursuant to the Securities Exchange Act of 1934. Based on the reviews and discussions referred to above, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis referred to above be included in such filings. Compensation Committee
James Cannavino, Chairman Geralyn Breig Larry Zarin
Notwithstanding any Commission filing by the Company that includes or incorporates by reference other commission filings in their entirety, this Compensation Committee Report shall not be deemed to be “filed” with the Commission except as specifically provided otherwise therein.
Summary Compensation Table Set forth below is summary compensation information for each person who was (1) at any time during fiscal 20122013 our Chief Executive Officer or Chief Financial Officer and (2) at July 1, 2012,June 30, 2013, one of our three most highly compensated Executive Officers, other than the Chief Executive Officer and the Chief Financial Officer. | | | | | | | | | Change in | | | | | | | | | | | | Pension | | | | | | | | | | | | Value and | | | | | | | | | | | Nonqualified | | | | | | | | | | Non-Equity | Deferred | | | | | | | | | Stock | Option | Incentive Plan | Compensation | All Other | | | | | | Salary | Bonus | Awards (3) | Awards (4) | Compensation (5) | Earnings | Compensation (6) | Total | Name and Principal Position (1) | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | | | | | | | | | | | | James F. McCann | | 2013 | $975,000 | $0 | $487,500 | $0 | $729,300 | $0 | $17,068 | $2,208,868 | Chairman of the Board and | 2012 | $975,000 | $0 | $487,502 | $0 | $968,175 | $0 | $15,681 | $2,446,358 | Chief Executive Officer | | 2011 | $975,000 | $0 | $487,499 | $0 | $1,276,275 | $0 | $13,181 | $2,751,955 | | | | | | | | | | | | | William E. Shea | | 2013 | $359,314 | $0 | $180,262 | $0 | $133,404 | $0 | $2,500 | $675,480 | Senior Vice President, Treasurer, | 2012 | $346,175 | $0 | $175,000 | $0 | $169,088 | $0 | $1,750 | $692,013 | and Chief Financial Officer | 2011 | $323,165 | $0 | $162,500 | $0 | $211,177 | $0 | $0 | $696,841 | | | | | | | | | | | | | Christopher G. McCann (2) | 2013 | $700,000 | $0 | $1,532,152 | $0 | $483,656 | $0 | $13,125 | $2,728,933 | Director and President | | 2012 | $700,000 | $0 | $350,000 | $1,849,000 | $543,769 | $0 | $12,375 | $3,455,144 | 1-800-Flowers.com, Inc. and | 2011 | $696,659 | $0 | $887,000 | $1,218,200 | $699,943 | $0 | $14,610 | $3,516,413 | President, Floral Group | | | | | | | | | | | | | | | | | | | | | | | Gerard M. Gallagher | | 2013 | $410,018 | $0 | $207,008 | $0 | $154,095 | $0 | $0 | $771,121 | Senior Vice President, | | 2012 | $398,114 | $0 | $200,001 | $0 | $198,609 | $0 | $0 | $796,724 | General Counsel | | 2011 | $385,764 | $0 | $194,297 | $0 | $254,334 | $0 | $0 | $834,395 | and Corporate Secretary | | | | | | | | | | | | | | | | | | | | | | David Taiclet | | | 2013 | $422,934 | $0 | $212,184 | $0 | $0 | $0 | $0 | $635,117 | President, | | | 2012 | $410,154 | $0 | $205,997 | $0 | $127,648 | $0 | $0 | $743,799 | Gourmet Foods and Gift Baskets | 2011 | $391,346 | $0 | $200,000 | $0 | $170,540 | $0 | $0 | $761,886 |
| | | | | | | | | | | | | | | | | Change in Pension | | | | | | | | | | | | | | | | | | | | Value and | | | | | | | | | | | | | | | | | | | | Nonqualified | | | | | | | | | | | | | | | | | | Non-Equity | Deferred | | | | | | | | | | | | | | | | Stock | | Option | | Incentive Plan | Compensation | All Other | | | | | | | | | | Salary | Bonus | Awards (3) | Awards (4) | Compensation (5) | Earnings | | Compensation (6) | Total | Name and Principal Position (1) | Year | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | James F. McCann | | 2012 | | $975,000 | | $0 | | $487,502 | | $0 | | $968,175 | | $0 | | $15,681 | | $2,446,358 | Chairman of the Board and | 2011 | | $975,000 | | $0 | | $487,499 | | $0 | | $1,276,275 | | $0 | | $13,181 | | $2,751,955 | Chief Executive Officer | 2010 | | $975,000 | | $182,822 | | $0 | | $0 | | $0 | | $0 | | $16,274 | | $1,174,096 | | | | | | | | | | | | | | | | | | | | | | | William E. Shea | | 2012 | | $346,175 | | $0 | | $175,000 | | $0 | | $169,088 | | $0 | | $1,750 | | $692,013 | Senior Vice President, Treasurer, | 2011 | | $323,165 | | $0 | | $162,500 | | $0 | | $211,177 | | $0 | | $0 | | $696,841 | and Chief Financial Officer | 2010 | | $314,396 | | $29,475 | | $0 | | $0 | | $0 | | $0 | | $0 | | $343,871 | | | | | | | | | | | | | | | | | | | | | | | Christopher G. McCann (2) | 2012 | | $700,000 | | $0 | | $350,000 | | $1,849,000 | | $543,769 | | $0 | | $12,375 | | $3,455,144 | Director and President | 2011 | | $696,659 | | $0 | | $887,000 | | $1,218,200 | | $699,943 | | $0 | | $14,610 | | $3,516,413 | 1-800-Flowers.com, Inc. and | 2010 | | $680,698 | | $95,723 | | $0 | | $0 | | $0 | | $0 | | $15,119 | | $791,540 | President, Floral Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Gerard M. Gallagher | 2012 | | $398,114 | | $0 | | $200,001 | | $0 | | $198,609 | | $0 | | $0 | | $796,724 | Senior Vice President, | 2011 | | $385,764 | | $0 | | $194,297 | | $0 | | $254,334 | | $0 | | $0 | | $834,395 | General Counsel | | 2010 | | $377,275 | | $28,296 | | $0 | | $0 | | $0 | | $0 | | $0 | | $405,571 | and Corporate Secretary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | David Taiclet | | 2012 | | $410,154 | | $0 | | $205,997 | | $0 | | $127,648 | | $0 | | $0 | | $743,799 | President, | | | 2011 | | $391,346 | | $0 | | $200,000 | | $0 | | $170,540 | | $0 | | $0 | | $761,886 | Gourmet Foods and Gift Baskets | 2010 | | $350,000 | | $0 | | $0 | | $0 | | $97,256 | | $0 | | $0 | | $447,256 |
_______________________________ (1) | The titles included in this column are as of July 1, 2012.June 30, 2013. |
(2) | During the first quarter of Fiscal 2011, Mr. McCann also assumed the responsibilities of President, Floral Group. |
(3) | This column shows the aggregate grant date fair value in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation — Stock Compensation,” for all time and performance-based shares granted in fiscal years 2013, 2012 and 2011. (There were no equity incentive plan awards, nor were there any stock awards granted to the Company's NEOs during the fiscal year ended June 27, 2010.) These award fair values have been determined based on the assumptions set forth in Note 13, "Stock Based Compensation" in the Notes to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the fiscal year ended July 1, 2012.June 30, 2013. |
The following amounts represent the grant date fair value of performance-based share awards. Amounts in the "Stock Award" column above reflect the value of performance share awards, assuming the achievement of "Target" performance below. The "Maximum" value of the performance-based share awards is also presented below for comparative purposes.
| | | | | | | | | | | | | | | | | | | | | | Fiscal 2012 (a) | | | Fiscal 2011 (b) | | | Fiscal 2013 (a) | | | Fiscal 2012 (b) | | | Fiscal 2011 (c) | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | | Target | | | Maximum | | Target | | | Maximum | | Target | | | Maximum | | | Target | | | Maximum | | | Target | | | Maximum | | James F. McCann | | $ | 243,751 | | | $ | 243,751 | | | $ | 243,750 | | | $ | 243,750 | | | $243,750 | | | $243,750 | | | $243,751 | | | $243,751 | | | $243,750 | | | $243,750 | | William E. Shea | | $ | 87,500 | | | $ | 87,500 | | | $ | 81,250 | | | $ | 81,250 | | | $90,131 | | | $90,131 | | | $87,500 | | | $87,500 | | | $81,250 | | | $81,250 | | Gerard M. Gallagher | | $ | 100,000 | | | $ | 100,000 | | | $ | 81,250 | | | $ | 81,250 | | | $103,504 | | | $103,504 | | | $100,000 | | | $100,000 | | | $81,250 | | | $81,250 | | Christopher G. McCann | | $ | 175,000 | | | $ | 175,000 | | | $ | 712,001 | | | $ | 712,001 | | | $175,001 | | | $175,001 | | | $175,000 | | | $175,000 | | | $712,001 | | | $712,001 | | David Taiclet | | $ | 102,999 | | | $ | 102,999 | | | $ | 100,000 | | | $ | 100,000 | | | $106,092 | | | $106,092 | | | $102,999 | | | $102,999 | | | $100,000 | | | $100,000 | | | | | | | | | | | | | | | | | | | | | |
(a) | The Fiscal 20122013 performance-based award provided for 100% of targeted shares to be earned upon achievement of $53.4$60.1 million of Plan EBITDA during Fiscal 2012and2013 and 50% of targeted shares for achievement of 85% of the targeted financial performance. |
(b) | The Fiscal 2012 performance-based award provided for 100% of targeted shares upon achievement of $53.4 million of Plan EBITDA during Fiscal 2012 and 50% of targeted shares for achievement of 85% of the targeted financial performance. |
(c) | The Fiscal 2011 performance-based award provided for 100% of targeted shares to be earned upon achievement of $39.0 million of Plan EBITDA during Fiscal 2011and2011 and 50% of targeted shares for achievement of 85% of the targeted financial performance. |
(4) | The amounts in this column represent the aggregate grant date fair value in accordance with FASB ASC Topic 718 of all stock options granted in fiscal 2012 and 2011. (There were no option awards granted to the Company's NEOs during the fiscal year ended June 27, 2010.30, 2013.) The fair values for these awards have been determined based on the assumptions set forth in Note 13, "Stock Based Compensation" in the Notes to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the fiscal year ended July 1, 2012.June 30, 2013. |
(5) | Non-Equity Incentive Plan Compensation represents cash bonuses described under "Compensation Discussion and Analysis-Elements of Compensation-Annual Cash Incentive and Sharing Success Program." The annual cash bonuses for performances related to, and recorded as compensation expense during each fiscal year isFiscal 2013, 2012 and 2011 were paid during the first quarter of the next fiscal year.years 2014, 2013 and 2012, respectively. In fiscal 2010,2013, the Company-wideGourmet Food & Gift Baskets threshold non-equity incentive plan performance measures were not achieved, and therefore, there was no payout related to Fiscal 20102013 performance for Mssrs. J. McCann, C. McCann, Shea and Gallagher. Mr. Taiclet earned components of his non-equity incentive plan award based upon achievement of his brand-specific performance targets.Taiclet. |
(6) | Other annual compensation in the form of perquisites and other personal benefits for Mssrs.Messrs. James McCann and Christopher McCann consist of the personal use of a company car, which is calculated by allocating the costs of operating the car between personal and business use, on the basis of miles driven for personal use to total miles driven. Mssrs.Messrs. James McCann and Shea also participate in the Company's supplemental retirementdeferred compensation plan, which provides for a maximum match of $2,500 per calendar year. |
Grants of Plan-Based Awards The following table sets forth summary information regarding all grants of plan-based awards made to our NEO’s for the fiscal year ended July 1, 2012.June 30, 2013. The compensation plans under which the grants in the following table were made are described in the Compensation Discussion and Analysis section above.
| | | | | | | | | | | | | | | | | | | | | | | | | All Other | | | All Other | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Awards: | | | Option Awards: | | | Grant Date | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Estimated Future Payouts | | | Estimated Future Payouts | | | Number of | | | Number of | | | Exercise or | | | Fair Value | | | | | | | | | | | | | | | All Other | | | All Other | | | | Grant Date | | | | | | Compensation | | | Under Non-Equity Incentive | | | Under Equity Incentive | | | Shares of | | | Securities | | | Base Price | | | of Stock | | | | | | | Estimated Future Payouts | | | | | | Stock Awards: Number of | | | Option Awards: Number of | | Exercise or Base | | Fair Value of Stock | | | | | | | Committee | | | | | Plan Awards | | | | | | Plan Awards | | | Stock or | | | Underlying | | | of Option | | | and Option | | | | | Compensation Committee | | | | Under Non-Equity Incentive Plan Awards | | | | | | Plan Awards | | | Shares of Stock or | | | Securities Underlying | | Price of Option | | and Option | | | | | | Grant | Approval | | Threshold | | | Target | | | Maximum | | | Threshold | | | Target | | | Maximum | | | Units | | | Options | | | Awards | | | Awards | | | | Grant | Approval | | Threshold | | Target | | | Maximum | | | Threshold | | | Target | | | Maximum | | | Units | | | Options | | Awards | | Awards | | Name | | | | Date | Date (1) | | ($) | | | ($) | | | ($) | | | | (#) | | | | (#) | | | | (#) | | | | (#) | | | | (#) | | | ($/sh) | | | ($) | | | | Date | Date (1) | | ($) | | ($) | | | ($) | | | | (#) | | | | (#) | | | | (#) | | | | (#) | | | | (#) | | ($/sh) | | ($) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | James F. McCann | | | (2 | ) | | | | $ | 487,500 | | | $ | 975,000 | | | $ | 1,950,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2) | | | | | $487,500 | | $975,000 | | | $1,950,000 | | | | | | | | | | | | | | | | | | | | | | | | | | Chairman of the Board and | | | (3 | ) | 11/1/2011 | 8/31/2011 | | | | | | | | | | | | | | | 46,341 | | | | 92,681 | | | | 92,681 | | | | | | | | | | | | | | $ | 243,751 | | (3) | | 10/30/2012 | 10/8/2012 | | | | | | | | | | | 34,331 | | | | 68,662 | | | | 68,662 | | | | | | | | | | | | $243,750 | | Chief Executive Officer | | | (4 | ) | 11/1/2011 | 8/31/2011 | | | | | | | | | | | | | | | | | | | | | | | | | | | 92,681 | | | | | | | | | | $ | 243,751 | | (4) | | 10/30/2012 | 10/8/2012 | | | | | | | | | | | | | | | | | | | | | | | 68,662 | | | | | | | | $243,750 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | William E. Shea | | | (2 | ) | | | | $ | 87,506 | | | $ | 175,013 | | | $ | 350,025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2) | | | | | $90,131 | | $180,262 | | | $360,524 | | | | | | | | | | | | | | | | | | | | | | | | | | Senior Vice President, Treasurer, | | | (3 | ) | 11/1/2011 | 8/31/2011 | | | | | | | | | | | | | | | 16,635 | | | | 33,270 | | | | 33,270 | | | | | | | | | | | | | | $ | 87,500 | | (3) | | 10/30/2012 | 10/8/2012 | | | | | | | | | | | 12,695 | | | | 25,389 | | | | 25,389 | | | | | | | | | | | | $90,131 | | and Chief Financial Officer | | | (4 | ) | 11/1/2011 | 8/31/2011 | | | | | | | | | | | | | | | | | | | | | | | | | | | 33,270 | | | | | | | | | | $ | 87,500 | | (4) | | 10/30/2012 | 10/8/2012 | | | | | | | | | | | | | | | | | | | | | | | 25,389 | | | | | | | | $90,131 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Christopher G. McCann | | | (2 | ) | | | | $ | 262,500 | | | $ | 525,000 | | | $ | 1,050,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2) | | | | | $262,500 | | $525,000 | | | $1,050,000 | | | | | | | | | | | | | | | | | | | | | | | | | | Director and President | | | (3 | ) | 11/1/2011 | 8/31/2011 | | | | | | | | | | | | | | | 33,270 | | | | 66,540 | | | | 66,540 | | | | | | | | | | | | | | $ | 175,000 | | (3) | | 10/30/2012 | 10/8/2012 | | | | | | | | | | | 24,648 | | | | 49,296 | | | | 49,296 | | | | | | | | | | | | $175,001 | | President, Floral Group | | | (4 | ) | 11/1/2011 | 8/31/2011 | | | | | | | | | | | | | | | | | | | | | | | | | | | 66,540 | | | | | | | | | | $ | 175,000 | | (4) | | 10/30/2012 | 10/8/2012 | | | | | | | | | | | | | | | | | | | | | | | 49,296 | | | | | | | | $175,001 | | | | | (5 | ) | 11/1/2011 | 8/31/2011 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,000,000 | | | $ | 2.63 | | | $ | 1,849,000 | | (5) | | 10/30/2012 | 10/8/2012 | | | | | | | | | | | | | | | | | | | | | | | 333,000 | | | | | | | | $1,182,150 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Gerard M. Gallagher | | | (2 | ) | | | | $ | 100,004 | | | $ | 200,009 | | | $ | 400,018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2) | | | | | $103,005 | | $206,009 | | | $412,018 | | | | | | | | | | | | | | | | | | | | | | | | | | Senior Vice President, | | | (3 | ) | 11/1/2011 | 8/31/2011 | | | | | | | | | | | | | | | 19,012 | | | | 38,023 | | | | 38,023 | | | | | | | | | | | | | | | $ | 100,000 | | (3) | | 10/30/2012 | 10/8/2012 | | | | | | | | | | | 14,578 | | | | 29,156 | | | | 29,156 | | | | | | | | | | | | $103,504 | | General Counsel, and | | | (4 | ) | 11/1/2011 | 8/31/2011 | | | | | | | | | | | | | | | | | | | | | | | | | | | 38,023 | | | | | | | | | | | $ | 100,000 | | (4) | | 10/30/2012 | 10/8/2012 | | | | | | | | | | | | | | | | | | | | | | | 29,156 | | | | | | | | $103,504 | | Corporate Secretary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | David Taiclet | | | (2 | ) | | | | $ | 103,000 | | | $ | 206,000 | | | $ | 412,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2) | | | | | $106,090 | | $212,180 | | | $424,360 | | | | | | | | | | | | | | | | | | | | | | | | | | President of | | | (3 | ) | 11/1/2011 | 8/31/2011 | | | | | | | | | | | | | | | 19,582 | | | | 39,163 | | | | 39,163 | | | | | | | | | | | | | | | $ | 102,999 | | (3) | | 10/30/2012 | 10/8/2012 | | | | | | | | | | | 14,943 | | | | 29,885 | | | | 29,885 | | | | | | | | | | | | $106,092 | | Gourmet Foods and Gift Baskets | | | (4 | ) | 11/1/2011 | 8/31/2011 | | | | | | | | | | | | | | | | | | | | | | | | | | | 39,163 | | | | | | | | | | | $ | 102,999 | | (4) | | 10/30/2012 | 10/8/2012 | | | | | | | | | | | | | | | | | | | | | | | 29,885 | | | | | | | | $106,092 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | The date of grant for each award is established by the Compensation Committee during a meeting, or by written action without a meeting, on or prior to the date of the grant. Pursuant to the guidelines adopted by the Compensation Committee, the grant date is the third business day after the date of the Company’sCompany's public disclosure of quarterly financial information (the “grant date”"grant date"). |
(2) | The amounts in this row represent the threshold, target and maximum payout under the annual incentive award administered through the Company's Sharing Success Program for Fiscalfiscal year 2012,2013, as approved by the Compensation Committee in September 2011,on August 30, 2012, and as described in the Compensation Discussion and Analysis section. Payout of the annual performance cash incentive was made in September of Fiscalfiscal year 20132014 and is reflected in the Non-Equity Incentive Plan Compensation Column of the Fiscal Year 2012fiscal year 2013 Summary Compensation Table above. |
(3) | The amounts in this row represents the one-year performance share award at threshold, target and maximum payout that could be earned under the Company's Long-Term Incentive Equity Awards programProgram as described in the Compensation Discussion and Analysis section. The last column of this row representsrepresent the grant date fair value, computed in accordance with FASB ASC Topic 718 based on probable outcome, assuming target. The number of shares earned under the Fiscal 2012fiscal year 2013 performance plan were as follows: |
| | Performance Share Awards Earned | Performance
Share Awards
Earned
| Vesting Period | | | | | | | James F. McCann | | | 91,422 45,611 | | ratably over 3 years from date of grant | William E. Shea | | | 32,818 16,866 | | ratably over 3 years from date of grant | Gerard M. Gallagher | | | 37,507 19,368 | | ratably over 3 years from date of grant | Christopher G. McCann | | 65,636 32,747 | | ratably over 3 years from date of grant | David Taiclet | | | 38,631 19,852 | | ratably over 3 years from date of grant |
(4) | The amounts in this row represent the time-based award described in the Compensation Discussion and Analysis section. The last column of this row represent the grant date fair value of restricted shares awarded on November 1, 2011,October 30, 2012, which vest ratably over 3 years from date of grant. |
(5) | The amounts in this row represent the time-based award to Mr. C. McCann, as described in the Compensation Discussion and Analysis section, of 1,000,000 nonqualified stock options.333,000 shares of restricted stock. Subject to continued employment, the optionsrestricted shares will vest ratably over an 8-year period. This award is in recognition of both Mr. C. McCann’s 20+ years ofcontinued service to the Company and his assumption ofin the role of President for the Consumer Floral brand and taking control of and responsibility for its day-to-day operations while maintaining his positiondual roles as President of the Company.Company and also of the Consumer Floral Group, as well as, the continued improvement in the Consumer Floral Group's performance. The last column of this row represents the grant date fair value of the restricted stock options awarded computed in accordance with FASB ASC 718.on October 30, 2012 which will vest ratably over an 8-year period from the date of grant. |
| Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table |
Employment Agreements Mr. James F. McCann’s employment agreement became effective as of July 1, 1999. The agreement provides for a five year term, with such term extended for one additional year on each anniversary of the effective date of the agreement, unless either the Company or Mr. J. McCann provides at least 180 days notice that such term will not be further extended. Under the terms of the employment agreement, Mr. J. McCann is entitled to a minimum annual salary of $1,000,000, with annual 10% increases during the term. However, the Compensation Committee had recommended that Mr. J. McCann receive, and Mr. J. McCann accepted, a base salary of $975,000 for Fiscal 20122013 in order to enable the Company to comply with Section 162(m) of the IRS Code of 1986 (“Section 162(m)”), as amended, which was enacted into law in 1993 and he has waived his 10% increase for Fiscal 2013.2014. Mr. J. McCann is eligible to participate in the Company’s stock incentive plans, as well as other bonus, incentive or benefits plans, and is provided medical, health and dental insurance coverage for himself and his dependents. Mr. Christopher G. McCann’s employment agreement became effective as of July 1, 1999. The agreement provides for a five year term, with such term extended for one additional year on each anniversary of the effective date of the agreement, unless either the Company or Mr. C. McCann provides at least 180 days notice that such term will not be further extended. Under the terms of the employment agreement, Mr. C. McCann is entitled to a minimum annual salary of $250,000, with annual 10% increases during the term. Mr. C. McCann’s annual salary for Fiscal 20122013 was $700,000 and he has waived his 10% increase for Fiscal 2013.$700,000. Mr. C. McCann is eligible to participate in the Company’s stock incentive plans, as well as other bonus, incentive or benefits plans, and is provided medical, health and dental insurance coverage for himself and his dependents. Under their employment agreements, Messrs. J. McCann and C. McCann are each restricted from participating in a competitive floral products business for a period of one year after a voluntary resignation or termination for good cause. Each of these executives is also bound by confidentiality provisions, which prohibit the executive from, among other things, disseminating or using confidential information about the Company in any way that would be adverse to the Company. Long Term Incentive Plan
For a description of our LTIP, please see the “Compensation, Discussion and Analysis-Long Term Incentive Equity Awards” section above.
Outstanding Equity Awards at Fiscal Year-End The following table sets forth summary information regarding the outstanding equity awards at July 1, 2012June 30, 2013 granted to each of the Company’s Named Executive Officers. | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | | | | | | Stock Awards | | | | | | | | | | | Option Awards | | | | | | | Stock Awards | | | | | | | | | | | | | | | | | | | | | | | | | | | Equity Incentive | | | | | | | | | | | | | | | | | | | | Equity Incentive | | | | | | | | | | | | | | | | | | | Equity Incentive | | Plan Awards: | | | | | | | | | | | | | | | | | | | Equity Incentive | Plan Awards: | | | | | | | | | | | | | | | | | | | Plan Awards: | | Market or | | | | | | | | | | | | | | | | | | | Plan Awards: | Market or | | | | | | | | | | | | | | | | | | | | Number of | | | Payout | | | | | | | | | | | | | | | | | | | Number of | | Payout | | | | | | | | | | | | | | | Number of | | | Market Value | Unearned | | | Value of | | | | | | | | | | | | | | Number of | Market Value | Unearned | | Value of | | | | | | Number of | Number of | | | | | | | Shares or | | | of Shares or | Shares, Units | | Unearned | | | | | Number of | Number of | | | | | | Shares or | of Shares or | Shares, Units | Unearned | | | | | Securities | Securities | | | | | | | Units of | | | Units of | | or Other | | | Shares, Units | | | | Securities | Securities | | | | | | Units of | | Units of | | or Other | | Shares, Units | | | | | Underlying | Underlying | | | Option | | | | Stock That | | Stock That | Rights That | | | or Other Rights | | | | Underlying | Underlying | | Option | | | Stock That | Stock That | Rights That | | or Other Rights | | | | | Unexercised | Unexercised | | Exercise | | Option | | Have Not | | | Have Not | | Have Not | | | That Have | | | | | Unexercised | Unexercised | Exercise | Option | Have Not | | Have Not | Have Not | | That Have | | | | | Options (#) | Options (#) | | | Price | | Expiration | Vested | | | Vested (1) | | Vested | | | Not Vested (1) | | | | Options (#) | Options (#) | | Price | | Expiration | Vested | | | Vested (1) | Vested | | Not Vested (1) | Name | Name | | | | Exercisable | Unexercisable | | ($/Option) | | Date | | (#) | | | ($) | | (#) | | | ($) | | Name | | | | Exercisable | Unexercisable | ($/Option) | Date | | (#) | | | ($) | | (#) | | ($) | | | | | | Stock Options | | | | | | | Restricted Stock | | Performance Awards | | | | | Stock Options | | | | | | | Restricted Stock | | Performance Awards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | James F. McCann | James F. McCann | | | | | | | | | | | 92,681 | (2) | | $323,457 | | | | | | | James F. McCann | | | | | | | | | | | 68,662 | (2) | $425,018 | | | | | | Chairman of the Board and | Chairman of the Board and | | | | | | | | | | | 91,422 | (3) | | $319,063 | | | | | | | Chairman of the Board and | | | | | | | | | | | 45,611 | (3) | $282,332 | | | | | | Chief Executive Officer | Chief Executive Officer | | | | | | | | | | | 90,782 | (4) | | $316,829 | | | | | | | Chief Executive Officer | | | | | | | | | | | 61,787 | (4) | $382,462 | | | | | | | | | | | | | | | | | | | 90,782 | (5) | | $316,829 | | | | | | | | | | | | | | | | | | | 60,948 | (5) | $377,268 | | | | | | | | | | 224,109 | | - | | | $3.11 | | 5/5/2016 | | | | | | | | | | | | | | | | | | | | | | | | 45,391 | (6) | $280,970 | | | | | | | | | | 50,000 | | - | | | $6.52 | | 10/13/2015 | | | | | | | | | | | | | | | | | | | | | | | | 45,391 | (7) | $280,970 | | | | | | | | | | 50,000 | | - | | | $8.45 | | 5/5/2016 | | | | | | | | | | | | | | | 224,109 | | - | | | $3.11 | | 5/5/2016 | | | | | | | | | | | | | | | 200,000 | | - | | | $6.70 | | 3/24/2013 | | | | | | | | | | | | | | | 50,000 | | - | | | $6.52 | | 10/13/2015 | | | | | | | | | | | | | | | 200,000 | | - | | | $6.42 | | 9/23/2012 | | | | | | | | | | | | | | | 50,000 | | - | | | $8.45 | | 12/2/2014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | William E. Shea | William E. Shea | | | | | | | | | | | | 33,270 | (2) | | $116,112 | | | | | | | William E. Shea | | | | | | | | | | | 25,389 | (2) | $157,158 | | | | | | Senior Vice President, Treasurer, | Senior Vice President, Treasurer, | | | | | | | | | | | 32,818 | (3) | | $114,535 | | | | | | | Senior Vice President, Treasurer, | | | | | | | | | | | 16,866 | (3) | $104,401 | | | | | | and Chief Financial Officer | and Chief Financial Officer | | | | | | | | | | | 30,260 | (4) | | $105,607 | | | | | | | and Chief Financial Officer | | | | | | | | | | | 22,180 | (4) | $137,294 | | | | | | | | | | | | | | | | | | | 30,260 | (5) | | $105,607 | | | | | | | | | | | | | | | | | | | 21,878 | (5) | $135,425 | | | | | | | | | | 85,599 | | - | | | $3.11 | | 5/5/2016 | | | | | | | | | | | | | | | | | | | | | | | | 15,130 | (6) | $93,655 | | | | | | | | | | 25,000 | | - | | | $6.52 | | 10/13/2015 | | | | | | | | | | | | | | | | | | | | | | | | 15,130 | (7) | $93,655 | | | | | | | | | | 25,000 | | - | | | $8.45 | | 12/2/2014 | | | | | | | | | | | | | | | 85,599 | | - | | | $3.11 | | 5/5/2016 | | | | | | | | | | | | | | | 15,000 | | - | | | $6.70 | | 3/24/2013 | | | | | | | | | | | | | | | 25,000 | | - | | | $6.52 | | 10/13/2015 | | | | | | | | | | | | | | | 112,300 | | - | | | $6.42 | | 9/23/2012 | | | | | | | | | | | | | | | 25,000 | | - | | | $8.45 | | 12/2/2014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Gerard M. Gallagher | Gerard M. Gallagher | | | | | | | | | | | 38,023 | (2) | | $132,700 | | | | | | | Gerard M. Gallagher | | | | | | | | | | | 29,156 | (2) | $180,476 | | | | | | Senior Vice President, | Senior Vice President, | | | | | | | | | | | 37,507 | (3) | | $130,899 | | | | | | | Senior Vice President, | | | | | | | | | | | 19,368 | (3) | $119,888 | | | | | | General Counsel | General Counsel | | | | | | | | | | | 36,182 | (4) | | $126,275 | | | | | | | General Counsel | | | | | | | | | | | 25,348 | (4) | $156,904 | | | | | | and Corporate Secretary | and Corporate Secretary | | | | | | | | | | | 36,182 | (5) | | $126,275 | | | | | | | and Corporate Secretary | | | | | | | | | | | 25,004 | (5) | $154,775 | | | | | | | | | | 80,034 | | - | | | $3.11 | | 5/5/2016 | | | | | | | | | | | | | | | | | | | | | | | | 18,091 | (6) | $111,983 | | | | | | | | | | 25,000 | | - | | | $6.52 | | 10/13/2015 | | | | | | | | | | | | | | | | | | | | | | | | 18,091 | (7) | $111,983 | | | | | | | | | | 25,000 | | - | | | $8.45 | | 12/2/2014 | | | | | | | | | | | | | | | 80,034 | | - | | | $3.11 | | 5/5/2016 | | | | | | | | | | | | | | | 25,000 | | - | | | $6.70 | | 3/24/2013 | | | | | | | | | | | | | | | 25,000 | | - | | | $6.52 | | 10/13/2015 | | | | | | | | | | | | | | | 95,400 | | - | | | $6.42 | | 9/23/2012 | | | | | | | | | | | | | | | 25,000 | | - | | | $8.45 | | 12/2/2014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Christopher G. McCann | Christopher G. McCann | | | | | | | | | | | 66,540 | (2) | | $232,225 | | | | | | | Christopher G. McCann | | | | | | | | | | | 49,296 | (2) | $305,142 | | | | | | Director and President | Director and President | | | | | | | | | | | 65,636 | (3) | | $229,070 | | | | | | | Director and President | | | | | | | | | | | 32,747 | (3) | $202,704 | | | | | | 1-800-Flowers.com, Inc. | 1-800-Flowers.com, Inc. | | | | 1,000,000 | (6) | | $2.63 | | 11/1/2021 | | | | | | | | | | | | 1-800-Flowers.com, Inc. | | | | | | | | | | | 333,000 | (8) | $2,061,270 | | | | | | and President, Consumer Floral | and President, Consumer Floral | | | | | | | | | | | 65,176 | (4) | | $227,464 | | | | | | | and President, Consumer Floral | | | | | | | | | | | 44,360 | (4) | $274,588 | | | | | | | | | | | | | | | | | | | 65,177 | (5) | | $227,468 | | | | | | | | | | | | | | | | | | | 43,757 | (5) | $270,856 | | | | | | | | | | | | | | | | | | | 262,500 | (7) | | $916,125 | | | | | | | | | | 125,000 | | 875,000 | (9) | $2.63 | | 11/1/2021 | | | | | | | | | | | | | | | 125,000 | | 875,000 | (8) | | $1.79 | | 10/26/2020 | | | | | | | | | | | | | | | | | | | | | | | | 32,588 | (6) | $201,720 | | | | | | | | | | 372,429 | | - | | | $3.11 | | 5/5/2016 | | | | | | | | | | | | | | | | | | | | | | | | 32,588 | (7) | $201,720 | | | | | | | | | | 300,000 | | - | | | $6.52 | | 10/13/2015 | | | | | | | | | | | | | | | | | | | | | | | | 225,000 | (10) | $1,392,750 | | | | | | | | | | 37,500 | | - | | | $8.45 | | 12/2/2014 | | | | | | | | | | | | | | | 250,000 | | 750,000 | (11) | $1.79 | | 10/26/2020 | | | | | | | | | | | | | | | 250,000 | | - | | | $6.70 | | 3/24/2013 | | | | | | | | | | | | | | | 372,429 | | - | | | $3.11 | | 5/5/2016 | | | | | | | | | | | | | | | 288,300 | | - | | | $6.42 | | 9/23/2012 | | | | | | | | | | | | | | | 300,000 | | - | | | $6.52 | | 10/13/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 37,500 | | - | | | $8.45 | | 12/2/2014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | David Taiclet | David Taiclet | | | | | | | | | | | | 39,163 | (2) | | $136,679 | | | | | | | David Taiclet | | | | | | | | | | | 29,885 | (2) | $184,988 | | | | | | President, | President, | | | | | | | | | | | | 38,631 | (3) | | $134,822 | | | | | | | President, | | | | | | | | | | | | 19,852 | (3) | $122,884 | | | | | | Gourmet Foods and Gift Baskets | Gourmet Foods and Gift Baskets | | | | | | | | | | | 37,244 | (4) | | $129,982 | | | | | | | Gourmet Foods and Gift Baskets | | | | | | | | | | | 26,108 | (4) | $161,609 | | | | | | | | | | | | | | | | | | | 37,244 | (5) | | $129,982 | | | | | | | | | | | | | | | | | | | 25,754 | (5) | $159,417 | | | | | | | | | | 56,729 | | - | | | $3.11 | | 5/5/2016 | | | | | | | | | | | | | | | | | | | | | | | | 18,622 | (6) | $115,270 | | | | | | | | | | 50,000 | | - | | | $7.13 | | 5/1/2016 | | | | | | | | | | | | | | | | | | | | | | | | 18,622 | (7) | $115,270 | | | | | | | | | | | 56,729 | | 0 | | | $3.11 | | 5/5/2016 | | | | | | | | | | | | | | | | 50,000 | | 0 | | | $7.13 | | 5/1/2016 | | | | | | | | | | |
(1) | Market value is based on the closing price of 1-800-Flowers.com, Inc.’s Class A Common Stock of $3.49$6.19 on July 1, 2012.June 30, 2013. |
(2) | Represents equity awards under the Company's Long-Term Incentive Equity Awards program. These restricted share awards vest at a rate of one-third at the completion of each year of service following the October 30, 2012 grant date. |
(3) | Amounts shown represent performance shares that were earned in Fiscal 2013 under the Company's Long-Term Incentive Equity Awards program, based upon achievement of targeted financial performance during the Fiscal 2013. The Fiscal 2013 equity award grant provided for 100% of the performance-based target shares to be earned upon the achievement of $60.1 million of Plan EBITDA, and 50% of the performance-based target shares to be earned upon the achievement of 85% of Plan EBITDA. (See Compensation Discussion and Analysis - Long Term Incentive Equity Awards.) These restricted shares vest at a rate of one-third at the completion of each year of service following the October 30, 2012 grant date. |
(4) | Represents equity awards under the Company's Long-Term Incentive Equity Awards program. These restricted share awards vest at a rate of one-third at the completion of each year of service following the November 1, 2011 grant date. |
(3)(5) | Amounts shown represent performance shares that were earned in Fiscal 2012 under the Company's Long-Term Incentive Equity Awards program, based upon achievement of targeted financial performance during the Fiscal 2012. The Fiscal 2012 equity award grant provided for 100% of the performance-based target shares to be earned upon the achievement of $53.4$53.9 million of Plan EBITDA, and 50% of the performance-based target shares to be earned upon the achievement of 85% of Plan EBITDA. (See Compensation Discussion and Analysis - Long Term Incentive Equity Awards.) These restricted shares vest at a rate of one-third at the completion of each year of service following the November 1, 2011 grant date. |
(4)(6) | Represents equity awards under the Company's Long-Term Incentive Equity Awards program. These restricted share awards vest at a rate of one-third at the completion of each year of service following the October 26, 2010 grant date. |
(5)(7) | Amounts shown represent performance shares that were earned in Fiscal 2011 under the Company's Long-Term Incentive Equity Awards program, based upon achievement of targeted financial performance during the Fiscal 2011. The Fiscal 2011 equity award grant provided for 100% of the performance-based target shares to be earned upon the achievement of $39.0 million of Plan EBITDA, and 50% of the performance-based target shares to be earned upon the achievement of 85% of Plan EBITDA. (See Compensation Discussion and Analysis - Long Term Incentive Equity Awards.) These restricted shares vest at a rate of one-third at the completion of each year of service following the October 26, 2010 grant date. |
(6)(8) | Restricted shares vest ratably over the 8 years of service following the October 30, 2012 grant date. |
(9) | Options become exercisable ratably over the 8 years of service following November 1, 2011 grant date. (See Compensation Discussion and Analysis - Long Term Incentive Equity Awards.) |
(7)(10) | Amounts shown represent the number of additional performance shares that were earned by Mr. Christopher McCann in Fiscal 2011 under the Company's Long-Term Incentive Equity Awards program, based upon achievement of targeted financial performance during Fiscal 2011. The award provided for 100% of targeted shares upon achievement of $41.8 million of Plan EBITDA for the 9 month period of October 2010 to July 3, 2011, and 50% of targeted shares for achievement of $37.0 million of targeted financial performance, with ratable increments over 50% based upon the actual Plan EBITDA performance. (See Compensation Discussion and Analysis - Long Term Incentive Equity Awards.) These restricted share awards vest ratably over the eight years of service following October 26, 2010 grant date. |
(8)(11) | Options become exercisable ratably over the 8 years of service following October 26, 2010 grant date. (See Compensation Discussion and Analysis - Long Term Incentive Equity Awards.) |
Option Exercises and Stock The following table sets forth all stock option exercises and vesting of stock awards for each of the Company's Named Executive Officers during fiscal 2012,2013, which ended on July 1, 2012.June 30, 2013. | | Option Awards | Stock Awards | | Option Awards | | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise (1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (2) ($) | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise (1) ($) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting (2) | | James F. McCann Chairman of the Board and Chief Executive Officer | James F. McCann Chairman of the Board and Chief Executive Officer | — | — | 165,633 | 465,999 | | | — | | | | — | | | | 152,150 | | | | 545,042 | | William E. Shea Senior Vice President, Treasurer and Chief Financial Officer | William E. Shea Senior Vice President, Treasurer and Chief Financial Officer | — | — | 69,528 | 195,197 | | | — | | | | — | | | | 52,290 | | | | 187,392 | | Christopher G. McCann Director, President, 1-800-Flowers.com, Inc. and President Consumer Floral Group | Christopher G. McCann Director, President, 1-800-Flowers.com, Inc. and President Consumer Floral Group | — | — | 202,249 | 574,860 | | | — | | | | — | | | | 147,736 | | | | 524,438 | | David Taiclet President, Gourmet Foods and Gift Baskets | David Taiclet President, Gourmet Foods and Gift Baskets | — | — | 146,698 | 404,889 | | | — | | | | — | | | | 63,176 | | | | 226,349 | | Gerard M. Gallagher General Counsel, Senior Vice President and Corporate Secretary | Gerard M. Gallagher General Counsel, Senior Vice President and Corporate Secretary | — | — | 74,521 | 208,494 | | | — | | | | — | | | | 61,360 | | | | 219,842 | | | | | | | | | | | | | | | | | | | |
(1) | The value realized on exercise equals the difference between the option exercise price and the market value of 1-800-Flowers.com, Inc.'s Class A Common Stock on the date of exercise, multiplied by the number of shares for which the option was exercised. |
(2) | The value realized on vesting equals the market value of 1-800-Flowers.com, Inc.'s Class A Common Stock on the vesting date, multiplied by the number of shares that vested. |
Equity Compensation Plan Information The following table displays certain information regarding our equity compensation plans at July 1, 2012:June 30, 2013:
| | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted-average exercise price of outstanding options, warrants and rights | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | Plan category | | (a) | | | (b) | | | (c) | | | | | | | | | | | | Equity compensation plans approved by security holders | | | 4,723,240 | | | $3.89 | | | | 4,829,961 | | | | | | | | | | | | | | Equity compensation plans not approved by security holders | | | 0 | | | $0.00 | | | | 0 | | | | | | | | | | | | | | Total | | | 4,723,240 | | | $3.89 | | | | 4,829,961 | |
Plan category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | Weighted-average exercise price of outstanding options, warrants and rights (b) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | Equity compensation plans approved by security holders | | | 6,711,280 | | | $ | 4.48 | | | | 4,222,174 | | Equity compensation plans not approved by security holders | | | 0 | | | | 0 | | | | 0 | | Total | | | 6,711,280 | | | $ | 4.48 | | | | 4,222,174 | |
Pension Benefits The Company does not maintain any defined benefit plans. Nonqualified Deferred Compensation During Fiscal 2012,2013, the Company offered a Nonqualified Supplemental Deferred Compensation Plan for certain executives. Participants can defer from 1% up to a maximum of 100% of salary and performance and non-performance based bonus. The Company will match 50% of the deferrals made by each participant during the applicable period, up to a maximum of $2,500. Participating employees are vested in the Company’s contributions based upon years of participation in the Plan. Distributions will be made to participants upon termination of employment or death in a lump sum, unless installments are selected. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Aggregate | | | | Executive | | Registrant | | Aggregate | | Aggregate | | Balance | | | | Contributions | | Contributions | | Earnings | | Withdrawals/ | | at Last | | | | in Last FY | | in Last FY (1) | | in Last FY | | Distributions | | FYE | | Name | | ($) | | ($) | | ($) | | ($) | | ($) | | | | | | | | | | | | | | | | | | | | | | | | | | James F. McCann | | $112,500 | | $2,500 | | $138,869 | | $0 | | $1,034,415 | | Chairman of the Board and | | | | | | | | | | | | Chief Executive Officer | | | | | | | | | | | | | | | | | | | | | | | | William E. Shea | | $7,163 | | $2,548 | | $1,282 | | $0 | | $15,885 | | Senior Vice President, Treasurer, | | | | | | | | | | | | and Chief Financial Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1)Contributions made by the Company are reported as NEO compensation in the Summary Compensation Table. | |
Potential Payments upon Termination and Change in Control The Company does not have a formalized severance policy. In accordance with the Company’s 2003 Long Term Incentive and Share Award Plan (the “Plan”) in the event of a Change of Control, as defined in the Plan, all outstanding Awards pursuant to which a Participant may have rights the exercise of which is restricted or limited, shall automatically become fully exercisable immediately prior to the time of the Change of Control and all performance criteria and other conditions shall be deemed to be achieved or fulfilled and shall be waived by the Company immediately prior to the time of the Change of Control so that the Shares subject to the Award will be entitled to participate in the Change of Control transaction.
In addition, as disclosed in Potential Payments Upon Termination and Change in Control, certain executives within the Company have individual employment agreements that contain negotiated provisions that trigger payments or provision of benefits upon termination or a change in control. Payment and benefit levels under the various circumstances that trigger payments or provision of benefits upon termination or a change in control for Messrs. James McCann and Christopher McCann were calculated and presented in accordance with the provisions of their respective employment agreements. For Fiscal 2012,2013, potential payments under the circumstances triggered upon termination or change of control did not have a material impact on the Compensation Committee’s evaluation of all other elements of compensation or total compensation. The following table sets forth the potential payments to our NEO’s under existing agreements, plans or arrangements, for various scenarios involving a change in control or termination of employment, assuming a July 1, 2012June 30, 2013 termination date and using the closing price of the Company’s Class A common stock on July 1, 2012June 30, 2013 ($3.49)6.19). Pursuant to the terms of the Sharing Success Program, the amounts shown do not include the Non-Equity Incentive Plan Awards which were earned as of July 1, 2012.June 30, 2013. The exact amount of payments and benefits that would be provided can only be determined at the actual time of the NEO’s separation from the Company. | | | | | | | | | | | | | | | | | | | | | | | | James F. McCann | | | | | | | | | | | | | | | | | | | Triggering Event | | | | | | | | | | | | | | | Termination | | | | | | | | | | | | | | | | | Without Cause/ | | | | | | | | | | | | | | | Resignation | | | | | | | | | | | | | | | | for Good | | Death/ | | | | | | | | | | | | | | | Reason (per | Voluntary | | | | | | | | | | | | | Change of | | Employment | Resignation/ | | | Estimated Potential Payment or Benefit | | | | | | | Control | | Agreement) | | or Good Cause | | | | | | | | | | | | | | | | | | | | | Lump sum cash severance payment (1) | | | | $7,375,000 | | $7,375,000 | | $0 | | | | Intrinsic value of accelerated unvested stock options (2) | | 0 | | 0 | | 0 | | | | Accelerated vesting of restricted shares (3) | | | 2,029,020 | | 0 | | 0 | | | | Continuing health and welfare benefits for five years (4) | | 68,372 | | 68,372 | | 0 | | | | | Total | | | | | | | | $9,472,393 | | $7,443,372 | | $0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | William E. Shea | | | | | | | | | | | | | | | | | | | Triggering Event | | | | | | | | | | | | | | | | | Death/ | | | | | | | | | | | | | | | Termination | | Voluntary | | | | | | | | | | | | | Change of | | Without | | Resignation/ | | | Estimated Potential Payment or Benefit | | | | | | | Control | | Cause | | or Good Cause | | | | | | | | | | | | | | | | | | | | | Lump sum cash severance payment (5) | | | | $235,728 | | $235,728 | | $0 | | | | Intrinsic value of accelerated unvested stock options (2) | | 0 | | 0 | | 0 | | | | Accelerated vesting of restricted shares (3) | | | 721,587 | | 0 | | 0 | | | | Continuing health and welfare benefits (4) | | | | 0 | | 0 | | 0 | | | | | Total | | | | | | | | $957,315 | | $235,728 | | $0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Christopher G. McCann | | | | �� | | | | | | | | | | | | | | | Triggering Event | | | | | | | | | | | | | | | Termination | | | | | | | | | | | | | | | | | Without Cause/ | | | | | | | | | | | | | | | | Resignation | | | | | | | | | | | | | | | | for Good | | Death/ | | | | | | | | | | | | | | | Reason (per | Voluntary | | | | | | | | | | | | | Change of | | Employment | Resignation/ | | | Estimated Potential Payment or Benefit | | | | | | | Control | | Agreement | | or Good Cause | | | | | | | | | | | | | | | | | | | | | Lump sum cash severance payment (6) | | | | $4,000,000 | | $4,000,000 | | $0 | | | | Intrinsic value of accelerated unvested stock options (2) | | 6,415,000 | | 0 | | 0 | | | | Accelerated vesting of restricted shares (3) | | | 4,910,750 | | 0 | | 0 | | | | Continuing health and welfare benefits for five years (4) | | 102,560 | | 102,560 | | 0 | | | | | Total | | | | | | | | $15,428,310 | | $4,102,560 | | $0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Gerard M. Gallagher | | | | | | | | | | | | | | | | | | | Triggering Event | | | | | | | | | | | | | | | | | Death/ | | | | | | | | | | | | | | | Termination | | Voluntary | | | | | | | | | | | | | Change of | | Without | | Resignation/ | | | Estimated Potential Payment or Benefit | | | | | | | Control | | Cause | | or Good Cause | | | | | | | | | | | | | | | | | | | | | Lump sum cash severance payment (7) | | | | $0 | | $0 | | $0 | | | | Intrinsic value of accelerated unvested stock options (2) | | 0 | | 0 | | 0 | | | | Accelerated vesting of restricted shares (3) | | | 836,009 | | 0 | | 0 | | | | Continuing health and welfare benefits (4) | | | | 0 | | 0 | | 0 | | | | | Total | | | | | | | | $836,009 | | $0 | | $0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | David Taiclet | | | | | | | | | | | | | | | | | | | | | Triggering Event | | | | | | | | | | | | | | | | | Death/ | | | | | | | | | | | | | | | Termination | | Voluntary | | | | | | | | | | | | | Change of | | Without | | Resignation/ | | | Estimated Potential Payment or Benefit | | | | | | | Control | | Cause | | or Good Cause | | | | | | | | | | | | | | | | | | | | | Lump sum cash severance payment (8) | | | | $114,251 | | $114,251 | | $0 | | | | Intrinsic value of accelerated unvested stock options (2) | | 0 | | 0 | | 0 | | | | Accelerated vesting of restricted shares (3) | | | 859,438 | | 0 | | 0 | | | | Continuing health and welfare benefits (4) | | | | 0 | | 0 | | 0 | | | | | Total | | | | | | | | $973,689 | | $114,251 | | $0 | | | |
James F. McCann | | | | | | | | | | | | Triggering Event | | | | | | | Termination | | | | | | | Without Cause/ | | | | | | | Resignation | | | | | | | for Good | | Death/ | | | | | | | Reason (per | | Voluntary | | | Change of | | Employment | | Resignation/ | Estimated Potential Payment or Benefit | | Control | | | Agreement) | | or Good Cause | | | | | | | | | | | Lump sum cash severance payment (1) | | $ | 7,375,000 | | | $ | 7,375,000 | | | $ | 0 | | Intrinsic value of accelerated unvested stock options (2) | | | 0 | | | | 0 | | | | 0 | | Accelerated vesting of restricted shares (3) | | | 1,276,178 | | | | 0 | | | | 0 | | Continuing health and welfare benefits for five years (4) | | | 65,436 | | | | 65,436 | | | | 0 | | Total | | $ | 8,716,613 | | | $ | 7,440,436 | | | $ | 0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | William E. Shea | | | | | | | | | | | | | | | | Triggering Event | | | | | | | | | | | | Death/ | | | | | | | | Termination | | Voluntary | | | Change of | | Without | | Resignation/ | Estimated Potential Payment or Benefit | | Control | | | Cause | | | or Good Cause | | | | | | | | | | | | | | Lump sum cash severance payment (5) | | $ | 215,400 | | | $ | 215,400 | | | $ | 0 | | Intrinsic value of accelerated unvested stock options (2) | | | 0 | | | | 0 | | | | 0 | | Accelerated vesting of restricted shares (3) | | | 441,862 | | | | 0 | | | | 0 | | Continuing health and welfare benefits (4) | | | 0 | | | | 0 | | | | 0 | | Total | | $ | 657,262 | | | $ | 215,400 | | | $ | 0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | Christopher G. McCann | | | | | | | | | | | | Triggering Event | | | | | | | | Termination | | | | | | | | Without Cause/ | | | | | | | | Resignation | | | | | | | | for Good | | Death/ | | | | | | | | Reason (per | | Voluntary | | | Change of | | Employment | | Resignation/ | Estimated Potential Payment or Benefit | | Control | | | Agreement | | or Good Cause | | | | | | | | | | | | | | Lump sum cash severance payment (6) | | $ | 4,000,000 | | | $ | 4,000,000 | | | $ | 0 | | Intrinsic value of accelerated unvested stock options (2) | | | 2,347,500 | | | | 0 | | | | 0 | | Accelerated vesting of restricted shares (3) | | | 1,832,351 | | | | 0 | | | | 0 | | Continuing health and welfare benefits for five years (4) | | | 98,153 | | | | 98,153 | | | | 0 | | Total | | $ | 8,278,005 | | | $ | 4,098,153 | | | $ | 0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | Gerard M. Gallagher | | | | | | | | | | | | Triggering Event | | | | | | | | | | | | Death/ | | | | | | | | Termination | | Voluntary | | | Change of | | Without | | Resignation/ | Estimated Potential Payment or Benefit | | Control | | | Cause | | | or Good Cause | | | | | | | | | | | | | | Lump sum cash severance payment (7) | | $ | 0 | | | $ | 0 | | | $ | 0 | | Intrinsic value of accelerated unvested stock options (2) | | | 0 | | | | 0 | | | | 0 | | Accelerated vesting of restricted shares (3) | | | 516,150 | | | | 0 | | | | 0 | | Continuing health and welfare benefits (4) | | | 0 | | | | 0 | | | | 0 | | Total | | $ | 516,150 | | | $ | 0 | | | $ | 0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | David Taiclet | | | | | | | | | | | | | | | | Triggering Event | | | | | | | | | | | | Death/ | | | | | | | | Termination | | Voluntary | | | Change of | | Without | | Resignation/ | Estimated Potential Payment or Benefit | | Control | | | Cause | | | or Good Cause | | | | | | | | | | | | | | Lump sum cash severance payment (8) | | $ | 95,077 | | | $ | 95,077 | | | $ | 0 | | Intrinsic value of accelerated unvested stock options (2) | | | 0 | | | | 0 | | | | 0 | | Accelerated vesting of restricted shares (3) | | | 531,464 | | | | 0 | | | | 0 | | Continuing health and welfare benefits (4) | | | 0 | | | | 0 | | | | 0 | | Total | | $ | 626,541 | | | $ | 95,077 | | | $ | 0 | |
(1) | Mr. James McCann is entitled to severance pursuant to his employment agreement which entitles him to $2,500,000, plus the base salary payable to him for the then remaining duration of the term of his contract. As of July 1, 2012,June 30, 2013, Mr. McCann's base salary was $975,000, and his employment agreement provided for a remaining term of five years. |
(2) | The intrinsic value of accelerated unvested stock options was calculated using the closing price of the Company's Class A Common Stock on July 1, 2012June 30, 2013 ($3.49)6.19). The intrinsic value is the aggregate spread between $3.49$6.19 and the exercise prices of the accelerated options, if less than $3.49.$6.19. |
(3) | The value of accelerated unvested restricted shares was calculated using the closing price of the Company's Class A Common Stock on July 1, 2012June 30, 2013 ($3.49)6.19). Refer to the column titled "Market Value of Shares or Units of Stock that Have Not Vested" within the "Outstanding Equity Awards at Fiscal Year End" table. |
(4) | Represents the estimated cost of paying for continuing medical, dental, life and long-term disability for five years. The amounts for medical and dental insurance coverage are based on rates charged to the Company's employees for post-employment coverage provided in accordance with the Consolidated Omnibus Reconciliation Act of 1985, or COBRA. The costs of providing the other insurance coverage are based on quoted amounts for 2012,2013, adjusted by a 7.5% inflation factor, compounded annually. |
(5) | Mr. Shea does not have an employment agreement. Absent any special arrangements approved by the Compensation Committee or the Board of Directors, for purposes of this computation, Mr. Shea was deemed to receive two weeks of severance for each completed year of service with the Company. As of July 1, 2012,June 30, 2013, Mr. Shea's base salary was $350,000.$361,000. |
(6) | Mr. Christopher McCann is entitled to severance pursuant to his employment agreement which entitles him to $500,000, plus the base salary payable to him for the then remaining duration of the term of his contract. As of July 1, 2012,June 30, 2013, Mr. McCann's base salary was $700,000, and his employment agreement provided for a remaining term of five years. |
(7) | Mr. Gallagher is the founder and managing partner in the law firm of Gallagher, Walker, Bianco & Plastaras LLP. Compensation for Mr. Gallagher's services are paid to the law firm. There is no contractual relationship between the Company and the law firm, and as such, no severance would be due upon termination for any reason. |
| (8) | Mr. Taiclet does not have an employment agreement. Absent any special arrangements approved by the Compensation Committee or the Board of Directors, for purposes of this computation, Mr. Taiclet was deemed to receive two weeks of severance for each completed year of service with the Company. As of July 1, 2012,June 30, 2013, Mr. Taiclet's base salary was $412,000.$424,000. |
The above table does not include payments and benefits to the extent they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment, such as 401(k) plan vested benefits and earned but unused vacation.
Employment Agreements The employment agreements of James F. McCann and Christopher G. McCann provide for certain payments in the event of termination of employment (and in the case of Christopher G. McCann, terminations following a change in control of the Company). James F. McCann Upon termination without Good Cause (as defined in the employment agreement) or resignation by Mr. McCann for Good Reason (as defined in the employment agreement) within ten days following the termination date, Mr. McCann is entitled to severance pay in the amount of $2,500,000 plus the base salary otherwise payable to him for the balance of the then current employment term and any base salary, bonuses, vacation and unreimbursed expenses accrued but unpaid as of the termination date, and health and life insurance coverage for himself and his dependents for the balance of the then current employment term. Upon termination for Good Cause, voluntary resignation without Good Reason or termination due to death, Mr. McCann is not entitled to any compensation from the Company, except for the payment of any base salary, bonuses, benefits or unreimbursed expenses accrued but unpaid as of the termination date. As discussed above, Mr. McCann is restricted from participating in a competitive floral products business for a period of one year after a voluntary resignation or termination for Good Cause. He is also bound by confidentiality provisions, which prohibit him from, among other things, disseminating or using confidential information about the Company in any way that would be adverse to the Company. Christopher G. McCann Upon termination without Good Cause (as defined in the employment agreement) or resignation by Mr. McCann for Good Reason (as defined in the employment agreement), within ten days following the termination date, Mr. McCann is entitled to severance pay in the amount of $500,000 plus the base salary otherwise payable to him for the balance of the then current employment term and any base salary, bonuses, vacation and unreimbursed expenses accrued but unpaid as of the termination date, and health and life insurance coverage for himself and his dependents for the balance of the then current employment term. The Good Reason definition includes a Change of Control (as defined in the employment agreement) of the Company, so long as Mr. McCann’s resignation occurs no later than one year following a Change of Control. Upon termination for Good Cause, voluntary resignation without Good Reason or termination due to death, Mr. McCann is not entitled to any compensation from the Company, except for the payment of any base salary, bonuses, benefits or unreimbursed expenses accrued but unpaid as of the termination date. As discussed above, Mr. McCann is restricted from participating in a competitive floral products business for a period of one year after a voluntary resignation or termination for Good Cause. He is also bound by confidentiality provisions, which prohibit him from, among other things, disseminating or using confidential information about the Company in any way that would be adverse to the Company. 2003 Long Term Incentive and Share Award Plan The 2003 Long Term Incentive and Share Award Plan, as amended and restated as of October 22, 2009, provides that unless otherwise provided by the Compensation Committee at the time of the award grant, in the event of a change of control, (i) all outstanding awards pursuant to which the participant may have rights the exercise of which is restricted or limited, shall become fully exercisable immediately prior to the time of the change of control so that the shares subject to the award will be entitled to participate in the change of control transaction, and (ii) unless the right to lapse of restrictions or limitations is waived or deferred by a participant prior to such lapse, all restrictions or limitations (including risks of forfeiture and deferrals) on outstanding awards subject to restrictions or limitations under the Plan shall lapse, and all performance criteria and other conditions to payment of awards under which payments of cash, shares or other property are subject to conditions shall be deemed to be achieved or fulfilled and shall be waived by the Company immediately prior to the time of the change of control so that the shares subject to the award will be entitled to participate in the change of control transaction.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information with respect to beneficial ownership of the Company’s Class A common stock (excluding unvested restricted shares) and Class B Common Stock, as of October 15, 2012,14, 2013, or as of the dates referenced below for (i) each person known by the Company to beneficially own more than 5% of each class; (ii) each Director; (iii) each Named Executive Officer; and (iv) all of the Company’s Directors and Executive Officers as a group. Beneficial ownership is determined in accordance with the rules of the Commission and includes voting or investment power with respect to the securities. Unless otherwise indicated, the address for those listed below is c/o 1-800-FLOWERS.COM, Inc., One Old Country Road, Suite 500, Carle Place, NY 11514. Except as indicated by footnote, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them. The number of shares of Common Stock outstanding used in calculating the percentage for each listed person includes the shares of Common Stock underlying options held by such persons that are exercisable within 60 days of October 15, 2012,14, 2013, but excludes shares of Common Stock underlying options held by any other person. Percentage of beneficial ownership is based on 27,504,23826,677,023 shares of Class A Common Stock (excluding unvested restricted shares) and 36,858,46536,778,594 shares of Class B Common Stock outstanding as of October 15, 2012.14, 2013.
Shares % of Shares Beneficially Owned Beneficially Owned A Shares B Shares A Shares B Shares
Name 5% Stockholders:
Eagle Boston Investment Management (1) 2,431,3202,603,087 - 8.8%9.8% - GAMCO Asset Management Inc. (2) 1,388,704 - 5.0%5.2% - McClain Value Management LLC (3) 1,453,885 - 5.4% - Dimensional Fund Advisors LP (4) 1,547,519 - 5.8% -
Directors, not including CEO and President:
Geralyn R. Breig (3)(5) 2,455 - - -* - Lawrence Calcano (4) 48,221(6) 54,328 - 0.2% - James Cannavino (5) 95,251(7) 101,358 - 0.3%0.4% - John J. Conefry, Jr. (6) 71,921(8) 68,028 - 0.3% - Eugene DeMark (7)(9) 2,455 - * - - - Leonard J. Elmore (8) 78,221(10) 67,562 - 0.3% - Larry Zarin (9) 13,221(11) 19,328 - *0.1% -
Named Executive Officers: James F. McCann (10) 832,423 33,890,845 3.0%(12) 391,460 33,810,974 1.4% 91.9% William E. Shea (11) 234,661(13) 253,091 - 0.8%0.9% - Christopher G. McCann (12) 1,809,070 2,903,188 6.3% 7.9%(14) 2,374,968 2,850,640 8.5% 7.8% Gerard M. Gallagher (13) 310,508(15) 311,868 - 1.1%1.2% - David Taiclet (14) 363,601(16) 406,279 - 1.3%1.5% -
Directors and Executive Officers as a Group (12 persons) (15) 4,248,309 34,741,485 14.0% 94.3%(17) 4,537,114 34,661,614 15.6% 94.2% _________________________ * | Indicates less than 0.1%. |
(1) | This information is based on the Schedule 13G Amendment 79 filed with the SEC by Eagle Boston Investment Management on January 11, 201216, 2013 for shares held on December 31, 2011.2012. The address of Eagle Boston Investment Management is 4 Liberty Square, Boston, MA 02109. |
(2) | This information is based on the Schedule 13D filed with the SEC by Gabelli Funds, LLC (“Gabelli Funds”), GAMCO Asset Management Inc. (“GAMCO”), Teton Advisors, Inc. (“Teton”), GGCP, Inc. (“GGCP”), GAMCO Investors, Inc. (“GBL”) and Mario J. Gabelli on October 4, 2012 for shares held on October 3, 2012. According to the Schedule 13D, (i) Gabelli Funds has sole voting and dispositive power with respect to 270,000 shares of our common stock, (ii) GAMCO has sole voting and dispositive power with respect to 609,900 shares of our common stock and (iii) Teton has sole voting and dispositive power with respect to 508,804 shares of our common stock. GGCP makes investments for its own account and is the manager and a member of the controlling shareholder of GBL. GBL, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, including those named below. GAMCO, a wholly-owned subsidiary of GBL, is an investment adviser registered under the Investment Advisers Act of 1940, as amended (“Advisers Act”).Act. Gabelli Funds, a wholly owned subsidiary of GBL and a limited liability company, is an investment adviser registered under the Advisers Act which provides advisory services for registered investment companies. Teton is an investment adviser registered under the Advisers Act which provides discretionary advisory services to registered investment companies. Mario Gabelli is the controlling stockholder, Chief Executive Officer and a director of GGCP, Chairman and Chief Executive Officer of GBL and the controlling shareholder of Teton Advisors. The reporting persons do not admit that they constitute a group. The address of the reporting persons other than GGCP is One Corporate Center, Rye, New York 10580. The address for GGCP is 140 Greenwich Avenue, Greenwich, Connecticut 06830. |
(3) | This information is based on a Schedule 13G filed with the SEC by McClain Value Management LLC, Philip C. McClain and Joseph W. Donaldson. According to the Schedule 13G, McClain Value Management LLC is a registered investment advisor and Messrs. McClain and Donaldson are its sole members. Mr. McClain is the managing member. The reporting persons have sole voting power with respect to 843,403 shares of our common stock and sole dispositive power with respect to 1,453,885 shares of our common stock. The address of the reporting persons is 175 Elm Street, New Canaan, Connecticut 06840. |
(4) | This information is based on the Schedule 13G filed by Dimensional Fund Advisors LP with the SEC on February 8, 2013 for shares held on December 31, 2012. According to the Schedule 13G, Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940 (“Advisors Act”), furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts (such investment companies, trust and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, neither Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) possess voting and/or investment power over the securities of the Company that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Company held by the Funds. However, all securities reported in the Schedule 13G are owned by the Funds. Dimensional disclaims beneficial ownership of such securities. In addition, the Schedule 13G provides that the filing of the Schedule 13G shall not be construed as an admission that the reporting person or any of its affiliates is the beneficial owner of any securities covered by the Schedule 13G for any other purposes than Section 13(d) of the Securities Exchange Act of 1934. The address of Dimensional Fund Advisors LP is Palisades West, Building One, 6300 Bee Cave Road, Austin, Texas 78746. |
(5) | Ms. Breig’s address is c/o 1-800-FLOWERS.COM, INC., One Old Country Road, Suite 500, Carle Place, NY 11514. |
(4)(6) | Includes 40,000 shares of Class A Common Stock that may be acquired within 60 days of October 15, 201214, 2013 through the exercise of stock options. Mr. Calcano’s address is c/o 1-800-FLOWERS.COM, INC., One Old Country Road, Suite 500, Carle Place, NY 11514. |
(5)(7) | Includes 30,000 shares of Class A Common Stock that may be acquired within 60 days of October 15, 201214, 2013 through the exercise of stock options. Mr. Cannavino’s address is 1-800-FLOWERS.COM, INC., One Old Country Road, Suite 500, Carle Place, NY 11514. |
(6)(8) | Includes 55,00045,000 shares of Class A Common Stock that may be acquired within 60 days of October 15, 201214, 2013 through the exercise of stock options. Mr. Conefry’s address is c/o Astoria Federal Savings,1-800-FLOWERS.COM, INC., One Astoria Federal Plaza, Lake Success, New York 11042.Old Country Road, Suite 500, Carle Place, NY 11514. |
(7)(9) | Mr. DeMark’s address is c/o 1-800-FLOWERS.COM, INC., One Old Country Road, Suite 500, Carle Place, NY 11514. |
(8)(10) | Includes 75,00058,234 shares of Class A Common Stock that may be acquired within 60 days of October 15, 201214, 2013 through the exercise of stock options. Mr. Elmore’s address is c/o 1-800-FLOWERS.COM, INC., One Old Country Road, Suite 500, Carle Place, NY 11514. |
(9)(11) | Includes 10,000 shares of Class A Common Stock that may be acquired within 60 days of October 15, 201214, 2013 through the exercise of stock options. Mr. Zarin’s address is c/o Express Scripts,1-800-FLOWERS.COM, INC., One Express Way, St. Louis, MO 63121.Old Country Road, Suite 500, Carle Place, NY 11514. |
(10)(12) | Includes (a) 524,109324,109 shares of Class A Common Stock that may be acquired within 60 days of October 15, 201214, 2013 through the exercise of stock options, (b) 5,875,000 shares of Class B Common Stock held by limited partnerships, of which Mr. J. McCann is a limited partner and does not exercise control and of which he disclaims beneficial ownership, (c) 52,54866,871 shares of Class BA Common Stock held by The McCann Charitable Foundation, Inc., of which Mr. J. McCann is a Director and the President; and (d) 9,846,0338,037,522 shares of Class B Common Stock held by two Grantor Retained Annuity Trusts of which Mr. J. McCann is the Trustee. Excludes shares of Class A Common Stock that may be acquired upon the conversion of Mr. J. McCann’s Class B Common Stock into Class A Common Stock. The Class B Common Stock is convertible into Class A Common Stock on a one-to-one basis and is entitled to 10 votes for each share. |
(11)(13) | Includes 150,599135,599 shares of Class A Common Stock that may be acquired within 60 days of October 15, 201214, 2013 through the exercise of stock options. |
(12)(14) | Includes (a) 1,334,929 shares of Class A Common Stock that may be acquired within 60 days of October 15, 201214, 2013 through the exercise of stock options, (b) 2,000,000 shares of Class B Common Stock held by a limited partnership, of which Mr. C. McCann is a general partner and exercises control, and (c) 52,54866,871 shares of Class BA Common Stock held by The McCann Charitable Foundation, Inc., of which Mr. C. McCann is a Director and Treasurer. Treasurer, (d) 150,000 shares of Class A Common Stock which he holds jointly with his wife, (e) 110 shares of Class A Common Stock for which he is the custodian of the shares for his son and (f) 500,000 shares of Class A Common Stock held by a Grantor Retained Annuity Trusts of which Mr. C. McCann is the Trustee. Excludes shares of Class A Common Stock that may be acquired upon the conversion of Mr. C. McCann’s Class B Common Stock into Class A Common Stock. The Class B Common Stock is convertible into Class A Common Stock on a one-to-one basis and is entitled to 10 votes for each share. |
(13)(15) | Includes 155,034130,034 shares of Class A Common Stock that may be acquired within 60 days of October 15, 201214, 2013 through the exercise of stock options. |
(14)(16) | Includes 106,729 shares of Class A Common Stock that may be acquired within 60 days of October 15, 201214, 2013 through the exercise of stock options. |
(15)(17) | Includes 2,734,7942,468,028 shares of Class A Common stock that may be acquired within 60 days of October 15, 201214, 2013 through the exercise of stock options. |
Certain Business Relationships with Directors and Officers The Company has a policy providing that all material transactions between it and one or more of its Directors, Executive Officers, nominees for Director or a member of their immediate families must be approved either by a majority of the disinterested members of the Board or by the stockholders of the Company.
While the policy is not in writing, the Company's legal and finance staff is primarily responsible for the development and implementation of processes and controls to obtain information from the directors and executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether the Company or a related person has a direct or indirect material interest in the transaction. This includes inquiries of its Directors and Officers, as well as a questionnaire that Directors and Officers are required to complete periodically. In determining whether to approve or ratify a related party transaction, the disinterested members of the Board will consider the relevant facts and circumstances, which may include the relationship of the individual with the Company, the materiality of the transaction to the Company and the individual, and the business purpose and reasonableness of the transaction. As required under SEC rules, transactions that are determined to be directly or indirectly material to the Company or a related person, are disclosed in the Company's proxy statement. The Company considers individual transactions, or any series of transactions which, in the aggregate exceed $120,000, to be material and requiring of disclosure. Below are the transactions that occurred during Fiscal 20122013 in which, to the Company’s knowledge, the Company was or is a party, in which the amount involved exceeded $120,000, and in which any Director, Director nominee, Executive Officer, holder of more than 5% of the Common Stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.
For Fiscal 2012,2013, Julie Mulligan, the sister of Directors and Executive Officers, James F. McCann and Christopher G. McCann, was employed as a Senior Vice President of Product Development and Photography. Ms. Mulligan’s compensation was unanimously approved by the Independent Directors of the Board. Ms. Mulligan’s base salary for Fiscal 20122013 was $241,000.$249,435. Ms. Mulligan received a bonus under the Company’s annual incentive plan (“Sharing Success Program”) of $71,794$89,647 for Fiscal 2012.2013. Gerard M. Gallagher, our General Counsel, Senior Vice President and Corporate Secretary, is the founder and managing partner in the law firm of Gallagher, Walker, Bianco & Plastaras, LLP based in Mineola, New York. Compensation for Mr. Gallagher’s services are paid to the law firm. The Company, with the approval of the Board, also pays the law firm fees for services rendered by other members of the firm on the Company’s behalf. The section titled “Summary Compensation Table” sets forth the compensation paid in Fiscal 20112013 by the Company to the firm for services provided by Mr. Gallagher. For legal services provided by the other members of the firm the Company paid $436,826$434,695.18 in fees and $25,047$29,898.12 in disbursements. The Company believes that collectively these fees and disbursements are fair and reasonable. David Taiclet, our President of Gourmet Food & Gift Baskets business segment, has less than a 15%10% ownership interest in Dynamic Confections, Inc. (“Dynamic”). In Fiscal 2012,2013, certain of the Company’s subsidiaries purchased $364,579$660,319 worth of candy goods from the subsidiaries of Dynamic. Mr. Taiclet, together with his wife, also has a 7.3 % beneficial ownership interest in OLB, LLC (“OLB”), which entity leases 1918 retail locations to Fannie May Confections, Inc. In Fiscal 2012,2013, the lease payments to OLB totaled $1,174,226.$1,206,271. Both of Mr. Taiclet's interests predate the Company’s 2006 acquisition of Fannie May Confections Brands, Inc., were disclosed to the Company prior to the closing of that acquisition and such ongoing relationships were approved by the Board of Directors.
October 29, 201228, 2013
To the Board of Directors of 1-800-FLOWERS.COM, INC. (the “Company”): We, the members of the Audit Committee, assist the Board of Directors in its oversight of the Company’s financial accounting, reporting and controls. We also evaluate the performance and independence of the Company’s independent registered public accounting firm. We operate under a written charter that both the Board and we have approved. A current copy of the Audit Committee charter can be found on the Company’s website located at www.1800flowers.com under the Investor Relations section of the website. The Board annually reviews the NASDAQ listing standards definition of independence for audit committee members and has determined that each member of the Audit Committee meets that standard. In addition, although the Board has determined that each of the members of the Audit Committee meets NASDAQ regulatory requirements for financial literacy and that each of John J. Conefry, Jr., and upon his retirement, Eugene DeMark, is an “audit committee financial expert,” as defined by Commission rules, and is financially sophisticated under NASDAQ requirements, we would like to remind our stockholders that we are not professionally engaged in the practice of auditing or accounting and are not technical experts in auditing or accounting. The Company’s management is responsible for the preparation, presentation and integrity of the Company’s consolidated financial statements, including setting the accounting and financial reporting principles and designing the Company’s system of internal control over financial reporting and disclosure controls and procedures designed to ensure compliance with accounting standards, applicable laws and regulations. The Company’s management is responsible for objectively reviewing and evaluating the adequacy, effectiveness and quality of the Company’s system of internal control. The Company’s independent registered public accounting firm, Ernst & Young LLP (“Ernst & Young”), is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States. The independent registered public accounting firm is also responsible for expressing opinions on the effectiveness of the Company's internal control over financial reporting as well as management's assessment thereof. Although the Board is the ultimate authority for effective corporate governance, including oversight of the management of the Company, the Audit committee’s purpose is to assist the Board in fulfilling its responsibilities by overseeing these processes, as well as overseeing the qualifications and performance of the Company’s independent registered public accounting firm. The Audit Committee has policies and procedures that require the pre-approval by the Audit Committee of all fees paid to, and all services performed by, the Company’s independent registered public accounting firm. At the beginning of each year, the Audit Committee approves the proposed services, including the nature, type and scope of service contemplated and the related fees, to be rendered by the firm during the year. In addition, Audit Committee pre-approval is also required for those engagements that may arise during the course of the year that are outside the scope of the initial services and fees approved by the Audit Committee. For each category of proposed service, the independent accounting firm is required to confirm that the provision of such services does not impair their independence. Pursuant to the Sarbanes-Oxley Act of 2002, the fees and services provided [as(as noted in the table below]below) were authorized and approved by the Audit Committee in compliance with the pre-approval policies and procedures described herein. We reviewed and discussed the audited consolidated financial statements and related footnotes for the fiscal year ended July 1, 2012June 30, 2013 with management and the independent registered public accounting firm. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles. We also discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards 61, as amended (communication with Audit Committees). We received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with Ernst & Young their independence. This review included a discussion with management and the independent registered public accounting firm of the quality (and not merely the acceptability) of the Company’s accounting principles, the reasonableness of significant estimates and judgments, and the disclosures in the Company’s Financial Statements, including the disclosures relating to critical accounting policies. Based on the reports, discussions and reviews described in this report, we recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 1, 2012,June 30, 2013, for filing with the Securities and Exchange Commission. We also selected Ernst & Young as the independent registered public accounting firm for Fiscal 2013. The Board is recommending that shareholders ratify that selection at the Annual Meeting. Audit Committee John J. Conefry, Jr. (Chairman) Lawrence Calcano Eugene F. DeMark
PROPOSAL 2
RATIFICATION OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Upon the recommendation of the Audit Committee, the Board of Directors has appointed Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2013, and the Board is asking stockholders to ratify such selection at the Annual Meeting. The stockholders’ ratification of the appointment of Ernst & Young LLP will not impact the Audit Committee’s responsibility pursuant to its charter, to appoint, replace and discharge the independent auditors. In the event the stockholders fail to ratify this selection, the matter of the selection of independent auditors will be reconsidered by the Board of Directors.
Fees Paid to Ernst & Young LLP The following table shows the fees that the Company paid or accrued for audit and other services provided by Ernst & Young LLP for Fiscal 20122013 and Fiscal 2011,2012, all of which were approved by the Audit committee. | | | | | | | | | | | | | | | | | | | | Audit Fees | | $ | 641,000 | | | $ | 582,000 | | | $ | 635,000 | | | $ | 641,000 | | Audit-Related Fees | | | 50,500 | | | | 23,000 | | | | 213,189 | | | | 50,500 | | Tax Fees | | | 64,905 | | | | 52,790 | | | | 119,500 | | | | 64,905 | | All Other Fees | | | 54,926 | | | | 51, 200 | | | | 0 | | | | 54,926 | | Total | | $ | 831,331 | | | $ | 708,990 | | | $ | 967,689 | | | $ | 831,331 | |
Audit Fees. Fees for audit services include fees associated with the annual financial statement audits of 1-800-Flowers.Com,1-800-Flowers.com, Inc., Conroy's, Inc., 1-800-Flowers.Com Franchise Co., Inc. and Fannie May Franchise, LLC, as well as 1-800-Flowers.com, Inc.'s audit of internal controls and quarterly SAS 100 reviews of 1-800 Flowers.Com,Flowers.com, Inc's quarterly reports on Form 10-Q. During Fiscal 2012, audit services also included fees associated with the annual financial statements of the Company's franchise operations: Conroy's, Inc., 1-800-Flowers.com Franchise Co., Inc. and Fannie May Franchise, LLC. During Fiscal 2013, the Company engaged EisnerAmper LLP to perform the audit of the Company's franchise operations. Audit-Related Fees. Fees for audit-related services include audits and assurance services related to the Company’s benefit plans, as well as due diligence services in connection with potential acquisitions. During Fiscal 2012, audit related fees also included the audit of the Company's 401k plan. During Fiscal 2013, the Company engaged EisnerAmper LLP to perform the audit of its 401k plan. Tax Fees. Fees for tax service include tax compliance, tax advice and tax planning. All Other Fees. Consists of other fees not reported in the above categories, including IT Risk services related to an attack and penetration study and assessment. Audit Committee Pre-Approval Policies and Procedures. The Audit Committee pre-approves all audit, audit-related and non-audit services (including tax services) provided by the independent registered public accounting firm. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service. The independent registered public accounting firm and the Company's management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, including fees for the services performed to date. In addition, the Audit Committee also may pre-approve particular services on a case-by-case basis, as required. The affirmative vote of a majority of the Company’s outstanding Common Stock present in person or by proxy is required to ratify the appointment of the independent registered accounting firm. Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR” the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for Fiscal 2013. A representative of Ernst & Young LLP will attend the Annual Meeting with the opportunity to make a statement if he or she so desires and will also be available to answer inquiries.
THE BOARD RECOMMENDS A VOTE FOR THE RATIFICATION
AND APPROVAL OF THE SELECTION OF ERNST & YOUNG LLP TO
SERVE AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL 2013.
OTHER MATTERS The Board of Directors does not intend to bring any other business before the Annual Meeting, and so far as is known to the Board, no matters are to be presented for action at the Annual Meeting other than those set forth above. If any other matters properly come before the Annual Meeting, the persons named in the enclosed form of proxy will vote the shares represented by proxies in their discretion on such matters. STOCKHOLDER PROPOSALS FOR THE 20132014 ANNUAL MEETING Shareholders who, in accordance with Commission Rule 14a-8 wish to present proposals for inclusion in the proxy materials to be distributed in connection with next year’s Annual Meeting Proxy Statement must submit their proposals so that they are received at the Company’s principal executive offices no later than the close of business on July 1, 2013.June 30, 2014. As the rules of the Commission make clear, simply submitting a proposal does not guarantee that it will be included. In accordance with our Bylaws, in order to be properly brought before the 20132014 Annual Meeting, a shareholder’s notice of the matter the shareholder wishes to present, or the person or persons the shareholder wishes to nominate as a director, must be delivered to the secretary of the Company at its principal executive offices not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, prior to the first anniversary date of the 20122013 Annual Meeting date. As a result, any notice given by a shareholder pursuant to these provisions of our Bylaws (and not pursuant to the Commission’s Rule 14a-8) must be received no earlier than August 12, 201315, 2014 and no later than September 11, 2013.15, 2014. If, however, our 20132014 Annual Meeting date is advanced by more than 30 days before, or delayed more than 70 days after, the one year anniversary of the 20122013 Annual Meeting date, then proposals must be received no earlier than the close of business on the 120th day prior to the 20132014 Annual Meeting and not later than the close of business on the later of the 90th day before the 20132014 Annual Meeting or the 10th day following the date on which the 20132014 Annual Meeting date is publicly announced. To be in proper form, a shareholder’s notice must include the specified information concerning the proposal or nominee as described in our Bylaws. A shareholder who wishes to submit a proposal or nomination is encouraged to seek independent counsel about our Bylaws and Commission requirements. The Company will not consider any proposal or nomination that does not meet the Bylaws requirements and the Commission’s requirements for submitting a proposal or nomination. Notices of intention to present proposals at the 20132014 Annual Meeting should be addressed to Corporate Secretary, 1-800-FLOWERS.COM, Inc., One Old Country Road, Suite 500, Carle Place, New York 11514. The Company reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements. SOLICITATION OF PROXIES Proxies are being solicited by the Board of Directors of the Company. Proxies may be solicited by officers, Directors and regular supervisory and executive employees of the Company, none of whom will receive any additional compensation for their services. Such solicitations may be made personally or by mail, facsimile, telephone, telegraph, messenger, or via the Internet. The Company may pay persons holding shares of Common Stock in their names or in the names of nominees, but not owning such shares beneficially, such as brokerage houses, banks and other fiduciaries, for expenses of forwarding solicitation materials to their principals. All of the costs of solicitation will be paid by the Company. ANNUAL REPORT ON FORM 10-K The Company will provide without charge to each beneficial holder of its Common Stock on the Record Date who did not receive a copy of the Company’s Annual Report for the fiscal year ended July 1, 2012,June 30, 2013, on the written request of such person, a copy of the Company’s Annual Report on Form 10-K as filed with the Commission. Any such request should be made in writing to the Secretary of the Company at the address set forth on the first page of this Proxy Statement. By order of the Board of Directors /s/ James F. McCann James F. McCann Chairman of the Board and Chief Executive Officer Carle Place, New York October 29, 201228, 2013
1-800-FLOWERS.COM, INC.
VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
Electronic Delivery of Future PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to recievereceive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDS -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATEDDETACH AND RETURN THIS PORTION ONLY
To witholdwithhold authority to vote for any
Individual nominee(s), mark "For“For All Except" Except” and write the number(s) of the nominees on the line below. __________________________________
FOR WITHOLD FOR ALL ALL ALL EXCEPT 000 0 0 0
The Board of Directors recommends you vote FOR the following:
1. Election of Directors Nominees
01 Geralyn R. BreigEugene DeMark 02 Lawrence Calcano 03 James Cannavino
The Board of Directors recommends you vote FOR proposals 2.
2. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTING FIRM. Proposal to ratify the appointment For Against Abstain
of Ernst & Young LLP as the Company’s independent registered accounting firm for the fiscal 0 0 0
year ending June 30, 2013 as described in the Proxy Statement.Leonard Elmore
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.
Signature [PLEASE SIGN WITHIN BOX] Date
Signature [Joint Owners] Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement and Form 10-K are available at www.proxyvote.com . __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __
1-800-FLOWERS.COM, INC. Annual Meeting of Stockholders December 10, 201213, 2013 9:00 AM This proxy is solicited by the Board of Directors The undersigned stockholder of 1-800-FLOWERS.COM, INC. hereby appoints Gerard M. Gallagher, Corporate Secretary, with full power of substitution, as proxy to vote the shares of stock, in accordance with the undersigned's specifications, which the undersigned could vote if personally present at the Annual Meeting of Stockholders of 1-800-FLOWERS.COM, INC. to be held at One Old Country Road, Carle Place, New York 11514, Fourth Floor Conference Room (the "Meeting Place"), on Monday,Friday, December 10, 201213, 2013 at 9:00 a.m. eastern standard time or any adjournment thereof. UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE PERSONS NOMINATED BY THE BOARD OF DIRECTORS AS DIRECTORS "FOR" RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2013, AND IN ACCORDANCE WITH THE DISCRETION OF THE PROXY AS TO OTHER MATTERS WHICH PROPERLY COME BEFORE THE ANNUAL MEETING. All of the proposals set forth are proposals of the Company. None of the proposals is related to or conditioned upon approval of any other proposal. Continued and to be signed on reverse side |
s in thousands) | | | Target Award Earned | | | | | Performance/Payout Relationship (
During Fiscal 2012,2013, the Company-wide Actual Award Multiple was 99.3%74.8%. The Company-wide Actual Award Multiple for Fiscal 2012, 2011, 2010 and 2009 and 2008 was 130.9%99.3%, 0%130.9%, 0% and 0% of the target award, respectively. See “Summary Compensation Table - Non-Equity Incentive Plan Compensation” for payout amounts for Fiscal 20122013 and Fiscal 2011.
In Fiscal 2010, the Compensation Committee did exercise discretion in awarding cash bonus compensation under the Sharing Success Program to employees in the Consumer Floral Brand, BloomNet and Enterprise-wide shared services (i.e. executive, legal, human resources, finance and IT), resulting in awards that ranged from 14.1% to 18.75% of the individual’s Target Award. As a result, bonuses paid to Messrs. J. McCann, C. McCann, Shea and Gallagher were: $182,822, $95,723, $29,475 and $28,296, respectively. Brand-specific performance measures were achieved for Gourmet Food and Gift Baskets (74.1 %). As a result, Mr. Taiclet received a cash bonus of $97,256.2012.
Long-Term Incentive Equity Awards. In order to structure a long term incentive program for the Company’s Executive Officers that would tie a significant portion of their compensation to the profitability of the Company, the Compensation Committee evaluated its long term incentive equity awards. All award grants are designed to align the interests of each Executive Officer with those of the stockholders and provide each individual with a significant incentive to manage the Company from the perspective of an owner with an equity stake in the Company. The grant of an award is set at a level intended to create a meaningful incentive based in part on the Executive Officer’s and NEO’s current position with the Company, the base salary associated with that position, the size of comparable awards made to individuals in similar positions within the industry, and the individual’s personal performance in recent periods. The Compensation Committee also takes into account the number of awards held by the Executive Officer in order to maintain an appropriate level of incentive for that individual. The Compensation Committee has the authority to review extraordinary events that impact on the Company’s performance and may adjust the calculation of an award by taking into account the effect of any such extraordinary events. The Compensation Committee did not exercise such authority in Fiscal 2012.2013.
Historically, the Company granted a target number of shares under its Long Term Incentive Plan (“LTIP”) that was in place from fiscal 2007 through fiscal 2009. Due to the downturn in the economic environment, the goals that were set for the LTIP during these fiscal years were no longer achievable and therefore the performance awards that could have been granted under the LTIP were not attainable. In accordance with the Company’s compensation philosophy and in an effort to retain its Executive Officers and key talent, the Board of Directors approved a stock award grant in May 2009 (See “Summary Compensation Table”). No stock awards were granted to the Executive Officers in Fiscal 2010 in light of the May 2009 award.
In Fiscal 2012,2013, the Compensation Committee approved an equity award grant for management level employees with a grant date of November 1, 2011.October 30, 2012. This grant intended to align shareholder interest with the long-term growth of the Company, as well as address employee retention concerns. Therefore the shares granted thereunder are 50% time-vested and 50% performance based. The Fiscal 20122013 equity award grant provided for 100% of the performance-based target shares to be earned upon the achievement of $53.4$60.1 million in Plan EBITDA and 50% of the performance-based target shares to be earned upon the achievement 85% of Plan EBITDA. All of the shares, time-vesting and performance-based, which were earned, vest ratably over a three year period from the grant date (See “Summary Compensation Table”).
In Fiscal, 2011, the Board approved a grant to Mr. C. McCann, of 300,000 performance-based restricted shares and 1,000,000 nonqualified stock options. The grant date was October 26, 2010. Subject to continued employment, the restricted shares, which were earned, and the options will vest ratably over an 8-year period from the grant date. This award was in recognition of both Mr. C. McCann’s 20+ years of service to the Company and his assumption of the role of President for the Consumer Floral brand and taking control of and responsibility for its day-to-day operations while maintaining his position as President of the Company (See “Summary Compensation Table”).
On August 31, 2011, the Compensation Committee approved a grant to Mr. C. McCann of 1,000,000 nonqualified stock options. The grant date was November 1, 2011. Subject to continued employment, the options (except in the event of death or permanent disability as defined in the Restricted Share Agreement) will vest ratably over an 8-year period from the grant date. This award was in recognition of both Mr. C. McCann’s dual role as both President of the Company and the Consumer Floral brand, as well as the significant improvement in the Consumer Floral brand’s performance results under his leadership (See “Summary Compensation Table”).
On October 9, 2012,2013, the Compensation Committee approved a grant to Mr. C. McCann of 333,000 restricted shares and specified a grant date of October 30, 2012. Subject to continued employment, the restricted shares will vest ratably over an 8-year period from the grant date. This award iswas in recognition of Mr. C. McCann’s dual role as both President of the Company and the Consumer Floral brand, as well as the continued improvement in the Consumer Floral brand’s performance results under his leadership.leadership (See "Summary Compensation Table").
Executive Benefits The Company’s NEO’s, except for Mr. Gallagher, are eligible for the same level and offering of benefits made available to other employees, including our 401(k) Profit Sharing Plan (which includes a discretionary annual Company contribution), health care plan and other welfare benefit programs. We do not currently maintain any qualified or nonqualified defined benefit pension plans or nonqualified deferred compensation plans for our NEO’s, except for the Nonqualified Supplemental Deferred Compensation Plan discussed below. During Fiscal 2012,2013, the Company offered a Nonqualified Supplemental Deferred Compensation Plan for certain executives. Participants can defer from 1% up to a maximum of 100% of salary and performance and non-performance based bonus. The Company will match 50% of the deferrals made by each participant during the applicable period, up to a maximum of $2,500. The participants are vested in the Company’s contributions based upon years of participation in the Plan. Distributions will be made to participants upon termination of employment or death in a lump sum, unless installments are selected. Perquisites We do not routinely provide any significant perquisites to our NEO’s. Except for Messrs. J. McCann and C. McCann’s perquisite which is disclosed in the Summary Compensation Table, the value of perquisites to each other NEO in Fiscal 20122013 did not exceed $10,000. Severance/Change of Control We do not maintain any severance or change of control plans or agreements. However, pursuant to the terms of employment agreements and incentive plans, certain NEO’s are eligible to receive severance and other benefits in the case of certain termination events and in the case of a change in control. See “Potential Payments upon Termination and Change in Control” below. Management’s Role in Setting Executive Compensation Although the Compensation Committee of the Board of Directors establishes the Company’s compensation philosophy and makes the final determinations on all compensation paid to our Executive Officers, the Chief Executive Officer and President work closely with the Senior Vice President of Human Resources to develop compensation programs and policies and make recommendations regarding annual adjustments to the Executive Officers’ salaries and incentive award opportunities (other than their own compensation). Compensation Deductibility Policy A federal income tax deduction will generally be available for annual compensation in excess of $1 million paid to the Chief Executive Officer Chief Financial Officer and the three other most highly compensated executive officers of a public corporation (other than the Chief Financial Officer) only if such compensation is “performance-based” and complies with certain other tax law requirements. The 2003 Long Term Incentive and Share Award Plan, the Section 16 Executive Officers Bonus Plan and the Sharing Success Plan contain certain provisions which are intended to ensure that any compensation deemed paid in connection with the granting of Awards or bonus compensation will qualify as performance-based compensation. Although our policy is to maximize the deductibility of all executive compensation, the Compensation Committee retains the discretion to award compensation that is not deductible under Section 162(m) of the Code when it is in the best interests of the Company to do so. Compensation Committee Report The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis provisions to be included in the Company’s filings pursuant to the Securities Exchange Act of 1934. Based on the reviews and discussions referred to above, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis referred to above be included in such filings. Compensation Committee
James Cannavino, Chairman Geralyn Breig Larry Zarin
Notwithstanding any Commission filing by the Company that includes or incorporates by reference other commission filings in their entirety, this Compensation Committee Report shall not be deemed to be “filed” with the Commission except as specifically provided otherwise therein.
Summary Compensation Table Set forth below is summary compensation information for each person who was (1) at any time during fiscal 20122013 our Chief Executive Officer or Chief Financial Officer and (2) at July 1, 2012,June 30, 2013, one of our three most highly compensated Executive Officers, other than the Chief Executive Officer and the Chief Financial Officer. | | | | | | | | | Change in | | | | | | | | | | | | Pension | | | | | | | | | | | | Value and | | | | | | | | | | | Nonqualified | | | | | | | | | | Non-Equity | Deferred | | | | | | | | | Stock | Option | Incentive Plan | Compensation | All Other | | | | | | Salary | Bonus | Awards (3) | Awards (4) | Compensation (5) | Earnings | Compensation (6) | Total | Name and Principal Position (1) | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | | | | | | | | | | | | James F. McCann | | 2013 | $975,000 | $0 | $487,500 | $0 | $729,300 | $0 | $17,068 | $2,208,868 | Chairman of the Board and | 2012 | $975,000 | $0 | $487,502 | $0 | $968,175 | $0 | $15,681 | $2,446,358 | Chief Executive Officer | | 2011 | $975,000 | $0 | $487,499 | $0 | $1,276,275 | $0 | $13,181 | $2,751,955 | | | | | | | | | | | | | William E. Shea | | 2013 | $359,314 | $0 | $180,262 | $0 | $133,404 | $0 | $2,500 | $675,480 | Senior Vice President, Treasurer, | 2012 | $346,175 | $0 | $175,000 | $0 | $169,088 | $0 | $1,750 | $692,013 | and Chief Financial Officer | 2011 | $323,165 | $0 | $162,500 | $0 | $211,177 | $0 | $0 | $696,841 | | | | | | | | | | | | | Christopher G. McCann (2) | 2013 | $700,000 | $0 | $1,532,152 | $0 | $483,656 | $0 | $13,125 | $2,728,933 | Director and President | | 2012 | $700,000 | $0 | $350,000 | $1,849,000 | $543,769 | $0 | $12,375 | $3,455,144 | 1-800-Flowers.com, Inc. and | 2011 | $696,659 | $0 | $887,000 | $1,218,200 | $699,943 | $0 | $14,610 | $3,516,413 | President, Floral Group | | | | | | | | | | | | | | | | | | | | | | | Gerard M. Gallagher | | 2013 | $410,018 | $0 | $207,008 | $0 | $154,095 | $0 | $0 | $771,121 | Senior Vice President, | | 2012 | $398,114 | $0 | $200,001 | $0 | $198,609 | $0 | $0 | $796,724 | General Counsel | | 2011 | $385,764 | $0 | $194,297 | $0 | $254,334 | $0 | $0 | $834,395 | and Corporate Secretary | | | | | | | | | | | | | | | | | | | | | | David Taiclet | | | 2013 | $422,934 | $0 | $212,184 | $0 | $0 | $0 | $0 | $635,117 | President, | | | 2012 | $410,154 | $0 | $205,997 | $0 | $127,648 | $0 | $0 | $743,799 | Gourmet Foods and Gift Baskets | 2011 | $391,346 | $0 | $200,000 | $0 | $170,540 | $0 | $0 | $761,886 |
| | | | | | | | | | | | | | | | | Change in Pension | | | | | | | | | | | | | | | | | | | | Value and | | | | | | | | | | | | | | | | | | | | Nonqualified | | | | | | | | | | | | | | | | | | Non-Equity | Deferred | | | | | | | | | | | | | | | | Stock | | Option | | Incentive Plan | Compensation | All Other | | | | | | | | | | Salary | Bonus | Awards (3) | Awards (4) | Compensation (5) | Earnings | | Compensation (6) | Total | Name and Principal Position (1) | Year | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | James F. McCann | | 2012 | | $975,000 | | $0 | | $487,502 | | $0 | | $968,175 | | $0 | | $15,681 | | $2,446,358 | Chairman of the Board and | 2011 | | $975,000 | | $0 | | $487,499 | | $0 | | $1,276,275 | | $0 | | $13,181 | | $2,751,955 | Chief Executive Officer | 2010 | | $975,000 | | $182,822 | | $0 | | $0 | | $0 | | $0 | | $16,274 | | $1,174,096 | | | | | | | | | | | | | | | | | | | | | | | William E. Shea | | 2012 | | $346,175 | | $0 | | $175,000 | | $0 | | $169,088 | | $0 | | $1,750 | | $692,013 | Senior Vice President, Treasurer, | 2011 | | $323,165 | | $0 | | $162,500 | | $0 | | $211,177 | | $0 | | $0 | | $696,841 | and Chief Financial Officer | 2010 | | $314,396 | | $29,475 | | $0 | | $0 | | $0 | | $0 | | $0 | | $343,871 | | | | | | | | | | | | | | | | | | | | | | | Christopher G. McCann (2) | 2012 | | $700,000 | | $0 | | $350,000 | | $1,849,000 | | $543,769 | | $0 | | $12,375 | | $3,455,144 | Director and President | 2011 | | $696,659 | | $0 | | $887,000 | | $1,218,200 | | $699,943 | | $0 | | $14,610 | | $3,516,413 | 1-800-Flowers.com, Inc. and | 2010 | | $680,698 | | $95,723 | | $0 | | $0 | | $0 | | $0 | | $15,119 | | $791,540 | President, Floral Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Gerard M. Gallagher | 2012 | | $398,114 | | $0 | | $200,001 | | $0 | | $198,609 | | $0 | | $0 | | $796,724 | Senior Vice President, | 2011 | | $385,764 | | $0 | | $194,297 | | $0 | | $254,334 | | $0 | | $0 | | $834,395 | General Counsel | | 2010 | | $377,275 | | $28,296 | | $0 | | $0 | | $0 | | $0 | | $0 | | $405,571 | and Corporate Secretary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | David Taiclet | | 2012 | | $410,154 | | $0 | | $205,997 | | $0 | | $127,648 | | $0 | | $0 | | $743,799 | President, | | | 2011 | | $391,346 | | $0 | | $200,000 | | $0 | | $170,540 | | $0 | | $0 | | $761,886 | Gourmet Foods and Gift Baskets | 2010 | | $350,000 | | $0 | | $0 | | $0 | | $97,256 | | $0 | | $0 | | $447,256 |
_______________________________ (1) | The titles included in this column are as of July 1, 2012.June 30, 2013. |
(2) | During the first quarter of Fiscal 2011, Mr. McCann also assumed the responsibilities of President, Floral Group. |
(3) | This column shows the aggregate grant date fair value in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation — Stock Compensation,” for all time and performance-based shares granted in fiscal years 2013, 2012 and 2011. (There were no equity incentive plan awards, nor were there any stock awards granted to the Company's NEOs during the fiscal year ended June 27, 2010.) These award fair values have been determined based on the assumptions set forth in Note 13, "Stock Based Compensation" in the Notes to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the fiscal year ended July 1, 2012.June 30, 2013. |
The following amounts represent the grant date fair value of performance-based share awards. Amounts in the "Stock Award" column above reflect the value of performance share awards, assuming the achievement of "Target" performance below. The "Maximum" value of the performance-based share awards is also presented below for comparative purposes.
| | Fiscal 2012 (a) | | | Fiscal 2011 (b) | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Target | | | Maximum | | Target | | | Maximum | James F. McCann | | $ | 243,751 | | | $ | 243,751 | | | $ | 243,750 | | | $ | 243,750 | | William E. Shea | | $ | 87,500 | | | $ | 87,500 | | | $ | 81,250 | | | $ | 81,250 | | Gerard M. Gallagher | | $ | 100,000 | | | $ | 100,000 | | | $ | 81,250 | | | $ | 81,250 | | Christopher G. McCann | | $ | 175,000 | | | $ | 175,000 | | | $ | 712,001 | | | $ | 712,001 | | David Taiclet | | $ | 102,999 | | | $ | 102,999 | | | $ | 100,000 | | | $ | 100,000 | |
| | | | | | | | | | | | | | | | | | | | | Fiscal 2013 (a) | | | Fiscal 2012 (b) | | | Fiscal 2011 (c) | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | | Target | | | Maximum | | | Target | | | Maximum | | | Target | | | Maximum | | James F. McCann | | $243,750 | | | $243,750 | | | $243,751 | | | $243,751 | | | $243,750 | | | $243,750 | | William E. Shea | | $90,131 | | | $90,131 | | | $87,500 | | | $87,500 | | | $81,250 | | | $81,250 | | Gerard M. Gallagher | | $103,504 | | | $103,504 | | | $100,000 | | | $100,000 | | | $81,250 | | | $81,250 | | Christopher G. McCann | | $175,001 | | | $175,001 | | | $175,000 | | | $175,000 | | | $712,001 | | | $712,001 | | David Taiclet | | $106,092 | | | $106,092 | | | $102,999 | | | $102,999 | | | $100,000 | | | $100,000 | | | | | | | | | | | | | | | | | | | | |
(a) | The Fiscal 20122013 performance-based award provided for 100% of targeted shares to be earned upon achievement of $53.4$60.1 million of Plan EBITDA during Fiscal 2012and2013 and 50% of targeted shares for achievement of 85% of the targeted financial performance. |
(b) | The Fiscal 2012 performance-based award provided for 100% of targeted shares upon achievement of $53.4 million of Plan EBITDA during Fiscal 2012 and 50% of targeted shares for achievement of 85% of the targeted financial performance. |
(c) | The Fiscal 2011 performance-based award provided for 100% of targeted shares to be earned upon achievement of $39.0 million of Plan EBITDA during Fiscal 2011and2011 and 50% of targeted shares for achievement of 85% of the targeted financial performance. |
(4) | The amounts in this column represent the aggregate grant date fair value in accordance with FASB ASC Topic 718 of all stock options granted in fiscal 2012 and 2011. (There were no option awards granted to the Company's NEOs during the fiscal year ended June 27, 2010.30, 2013.) The fair values for these awards have been determined based on the assumptions set forth in Note 13, "Stock Based Compensation" in the Notes to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the fiscal year ended July 1, 2012.June 30, 2013. |
(5) | Non-Equity Incentive Plan Compensation represents cash bonuses described under "Compensation Discussion and Analysis-Elements of Compensation-Annual Cash Incentive and Sharing Success Program." The annual cash bonuses for performances related to, and recorded as compensation expense during each fiscal year isFiscal 2013, 2012 and 2011 were paid during the first quarter of the next fiscal year.years 2014, 2013 and 2012, respectively. In fiscal 2010,2013, the Company-wideGourmet Food & Gift Baskets threshold non-equity incentive plan performance measures were not achieved, and therefore, there was no payout related to Fiscal 20102013 performance for Mssrs. J. McCann, C. McCann, Shea and Gallagher. Mr. Taiclet earned components of his non-equity incentive plan award based upon achievement of his brand-specific performance targets.Taiclet. |
(6) | Other annual compensation in the form of perquisites and other personal benefits for Mssrs.Messrs. James McCann and Christopher McCann consist of the personal use of a company car, which is calculated by allocating the costs of operating the car between personal and business use, on the basis of miles driven for personal use to total miles driven. Mssrs.Messrs. James McCann and Shea also participate in the Company's supplemental retirementdeferred compensation plan, which provides for a maximum match of $2,500 per calendar year. |
Grants of Plan-Based Awards The following table sets forth summary information regarding all grants of plan-based awards made to our NEO’s for the fiscal year ended July 1, 2012.June 30, 2013. The compensation plans under which the grants in the following table were made are described in the Compensation Discussion and Analysis section above.
| | | | | | | | | | | | | | | | | | | | | | | | | All Other | | | All Other | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Awards: | | | Option Awards: | | | Grant Date | | | | | | | | | | | | Estimated Future Payouts | | | Estimated Future Payouts | | | Number of | | | Number of | | | Exercise or | | | Fair Value | | | | | | Compensation | | | Under Non-Equity Incentive | | | Under Equity Incentive | | | Shares of | | | Securities | | | Base Price | | | of Stock | | | | | | | Committee | | | | | Plan Awards | | | | | | Plan Awards | | | Stock or | | | Underlying | | | of Option | | | and Option | | | | | | Grant | Approval | | Threshold | | | Target | | | Maximum | | | Threshold | | | Target | | | Maximum | | | Units | | | Options | | | Awards | | | Awards | | Name | | | | Date | Date (1) | | ($) | | | ($) | | | ($) | | | | (#) | | | | (#) | | | | (#) | | | | (#) | | | | (#) | | | ($/sh) | | | ($) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | James F. McCann | | | (2 | ) | | | | $ | 487,500 | | | $ | 975,000 | | | $ | 1,950,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | Chairman of the Board and | | | (3 | ) | 11/1/2011 | 8/31/2011 | | | | | | | | | | | | | | | 46,341 | | | | 92,681 | | | | 92,681 | | | | | | | | | | | | | | $ | 243,751 | | Chief Executive Officer | | | (4 | ) | 11/1/2011 | 8/31/2011 | | | | | | | | | | | | | | | | | | | | | | | | | | | 92,681 | | | | | | | | | | $ | 243,751 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | William E. Shea | | | (2 | ) | | | | $ | 87,506 | | | $ | 175,013 | | | $ | 350,025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Senior Vice President, Treasurer, | | | (3 | ) | 11/1/2011 | 8/31/2011 | | | | | | | | | | | | | | | 16,635 | | | | 33,270 | | | | 33,270 | | | | | | | | | | | | | | $ | 87,500 | | and Chief Financial Officer | | | (4 | ) | 11/1/2011 | 8/31/2011 | | | | | | | | | | | | | | | | | | | | | | | | | | | 33,270 | | | | | | | | | | $ | 87,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Christopher G. McCann | | | (2 | ) | | | | $ | 262,500 | | | $ | 525,000 | | | $ | 1,050,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Director and President | | | (3 | ) | 11/1/2011 | 8/31/2011 | | | | | | | | | | | | | | | 33,270 | | | | 66,540 | | | | 66,540 | | | | | | | | | | | | | | $ | 175,000 | | President, Floral Group | | | (4 | ) | 11/1/2011 | 8/31/2011 | | | | | | | | | | | | | | | | | | | | | | | | | | | 66,540 | | | | | | | | | | $ | 175,000 | | | | | (5 | ) | 11/1/2011 | 8/31/2011 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,000,000 | | | $ | 2.63 | | | $ | 1,849,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Gerard M. Gallagher | | | (2 | ) | | | | $ | 100,004 | | | $ | 200,009 | | | $ | 400,018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Senior Vice President, | | | (3 | ) | 11/1/2011 | 8/31/2011 | | | | | | | | | | | | | | | 19,012 | | | | 38,023 | | | | 38,023 | | | | | | | | | | | | | | | $ | 100,000 | | General Counsel, and | | | (4 | ) | 11/1/2011 | 8/31/2011 | | | | | | | | | | | | | | | | | | | | | | | | | | | 38,023 | | | | | | | | | | | $ | 100,000 | | Corporate Secretary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | David Taiclet | | | (2 | ) | | | | $ | 103,000 | | | $ | 206,000 | | | $ | 412,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | President of | | | (3 | ) | 11/1/2011 | 8/31/2011 | | | | | | | | | | | | | | | 19,582 | | | | 39,163 | | | | 39,163 | | | | | | | | | | | | | | | $ | 102,999 | | Gourmet Foods and Gift Baskets | | | (4 | ) | 11/1/2011 | 8/31/2011 | | | | | | | | | | | | | | | | | | | | | | | | | | | 39,163 | | | | | | | | | | | $ | 102,999 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | All Other | | | All Other | | | | Grant Date | | | | | | | | Estimated Future Payouts | | | | | | Stock Awards: Number of | | | Option Awards: Number of | | Exercise or Base | | Fair Value of Stock | | | | | | Compensation Committee | | | | Under Non-Equity Incentive Plan Awards | | | | | | Plan Awards | | | Shares of Stock or | | | Securities Underlying | | Price of Option | | and Option | | | | | Grant | Approval | | Threshold | | Target | | | Maximum | | | Threshold | | | Target | | | Maximum | | | Units | | | Options | | Awards | | Awards | | Name | | | Date | Date (1) | | ($) | | ($) | | | ($) | | | | (#) | | | | (#) | | | | (#) | | | | (#) | | | | (#) | | ($/sh) | | ($) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | James F. McCann | (2) | | | | | $487,500 | | $975,000 | | | $1,950,000 | | | | | | | | | | | | | | | | | | | | | | | | | | Chairman of the Board and | (3) | | 10/30/2012 | 10/8/2012 | | | | | | | | | | | 34,331 | | | | 68,662 | | | | 68,662 | | | | | | | | | | | | $243,750 | | Chief Executive Officer | (4) | | 10/30/2012 | 10/8/2012 | | | | | | | | | | | | | | | | | | | | | | | 68,662 | | | | | | | | $243,750 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | William E. Shea | (2) | | | | | $90,131 | | $180,262 | | | $360,524 | | | | | | | | | | | | | | | | | | | | | | | | | | Senior Vice President, Treasurer, | (3) | | 10/30/2012 | 10/8/2012 | | | | | | | | | | | 12,695 | | | | 25,389 | | | | 25,389 | | | | | | | | | | | | $90,131 | | and Chief Financial Officer | (4) | | 10/30/2012 | 10/8/2012 | | | | | | | | | | | | | | | | | | | | | | | 25,389 | | | | | | | | $90,131 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Christopher G. McCann | (2) | | | | | $262,500 | | $525,000 | | | $1,050,000 | | | | | | | | | | | | | | | | | | | | | | | | | | Director and President | (3) | | 10/30/2012 | 10/8/2012 | | | | | | | | | | | 24,648 | | | | 49,296 | | | | 49,296 | | | | | | | | | | | | $175,001 | | President, Floral Group | (4) | | 10/30/2012 | 10/8/2012 | | | | | | | | | | | | | | | | | | | | | | | 49,296 | | | | | | | | $175,001 | | | (5) | | 10/30/2012 | 10/8/2012 | | | | | | | | | | | | | | | | | | | | | | | 333,000 | | | | | | | | $1,182,150 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Gerard M. Gallagher | (2) | | | | | $103,005 | | $206,009 | | | $412,018 | | | | | | | | | | | | | | | | | | | | | | | | | | Senior Vice President, | (3) | | 10/30/2012 | 10/8/2012 | | | | | | | | | | | 14,578 | | | | 29,156 | | | | 29,156 | | | | | | | | | | | | $103,504 | | General Counsel, and | (4) | | 10/30/2012 | 10/8/2012 | | | | | | | | | | | | | | | | | | | | | | | 29,156 | | | | | | | | $103,504 | | Corporate Secretary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | David Taiclet | (2) | | | | | $106,090 | | $212,180 | | | $424,360 | | | | | | | | | | | | | | | | | | | | | | | | | | President of | (3) | | 10/30/2012 | 10/8/2012 | | | | | | | | | | | 14,943 | | | | 29,885 | | | | 29,885 | | | | | | | | | | | | $106,092 | | Gourmet Foods and Gift Baskets | (4) | | 10/30/2012 | 10/8/2012 | | | | | | | | | | | | | | | | | | | | | | | 29,885 | | | | | | | | $106,092 | |
(1) | The date of grant for each award is established by the Compensation Committee during a meeting, or by written action without a meeting, on or prior to the date of the grant. Pursuant to the guidelines adopted by the Compensation Committee, the grant date is the third business day after the date of the Company’sCompany's public disclosure of quarterly financial information (the “grant date”"grant date"). |
(2) | The amounts in this row represent the threshold, target and maximum payout under the annual incentive award administered through the Company's Sharing Success Program for Fiscalfiscal year 2012,2013, as approved by the Compensation Committee in September 2011,on August 30, 2012, and as described in the Compensation Discussion and Analysis section. Payout of the annual performance cash incentive was made in September of Fiscalfiscal year 20132014 and is reflected in the Non-Equity Incentive Plan Compensation Column of the Fiscal Year 2012fiscal year 2013 Summary Compensation Table above. |
(3) | The amounts in this row represents the one-year performance share award at threshold, target and maximum payout that could be earned under the Company's Long-Term Incentive Equity Awards programProgram as described in the Compensation Discussion and Analysis section. The last column of this row representsrepresent the grant date fair value, computed in accordance with FASB ASC Topic 718 based on probable outcome, assuming target. The number of shares earned under the Fiscal 2012fiscal year 2013 performance plan were as follows: |
| | Performance Share Awards Earned | Performance
Share Awards
Earned
| Vesting Period | | | | | | | James F. McCann | | | 91,422 45,611 | | ratably over 3 years from date of grant | William E. Shea | | | 32,818 16,866 | | ratably over 3 years from date of grant | Gerard M. Gallagher | | | 37,507 19,368 | | ratably over 3 years from date of grant | Christopher G. McCann | | 65,636 32,747 | | ratably over 3 years from date of grant | David Taiclet | | | 38,631 19,852 | | ratably over 3 years from date of grant |
(4) | The amounts in this row represent the time-based award described in the Compensation Discussion and Analysis section. The last column of this row represent the grant date fair value of restricted shares awarded on November 1, 2011,October 30, 2012, which vest ratably over 3 years from date of grant. |
(5) | The amounts in this row represent the time-based award to Mr. C. McCann, as described in the Compensation Discussion and Analysis section, of 1,000,000 nonqualified stock options.333,000 shares of restricted stock. Subject to continued employment, the optionsrestricted shares will vest ratably over an 8-year period. This award is in recognition of both Mr. C. McCann’s 20+ years ofcontinued service to the Company and his assumption ofin the role of President for the Consumer Floral brand and taking control of and responsibility for its day-to-day operations while maintaining his positiondual roles as President of the Company.Company and also of the Consumer Floral Group, as well as, the continued improvement in the Consumer Floral Group's performance. The last column of this row represents the grant date fair value of the restricted stock options awarded computed in accordance with FASB ASC 718.on October 30, 2012 which will vest ratably over an 8-year period from the date of grant. |
| Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table |
Employment Agreements Mr. James F. McCann’s employment agreement became effective as of July 1, 1999. The agreement provides for a five year term, with such term extended for one additional year on each anniversary of the effective date of the agreement, unless either the Company or Mr. J. McCann provides at least 180 days notice that such term will not be further extended. Under the terms of the employment agreement, Mr. J. McCann is entitled to a minimum annual salary of $1,000,000, with annual 10% increases during the term. However, the Compensation Committee had recommended that Mr. J. McCann receive, and Mr. J. McCann accepted, a base salary of $975,000 for Fiscal 20122013 in order to enable the Company to comply with Section 162(m) of the IRS Code of 1986 (“Section 162(m)”), as amended, which was enacted into law in 1993 and he has waived his 10% increase for Fiscal 2013.2014. Mr. J. McCann is eligible to participate in the Company’s stock incentive plans, as well as other bonus, incentive or benefits plans, and is provided medical, health and dental insurance coverage for himself and his dependents. Mr. Christopher G. McCann’s employment agreement became effective as of July 1, 1999. The agreement provides for a five year term, with such term extended for one additional year on each anniversary of the effective date of the agreement, unless either the Company or Mr. C. McCann provides at least 180 days notice that such term will not be further extended. Under the terms of the employment agreement, Mr. C. McCann is entitled to a minimum annual salary of $250,000, with annual 10% increases during the term. Mr. C. McCann’s annual salary for Fiscal 20122013 was $700,000 and he has waived his 10% increase for Fiscal 2013.$700,000. Mr. C. McCann is eligible to participate in the Company’s stock incentive plans, as well as other bonus, incentive or benefits plans, and is provided medical, health and dental insurance coverage for himself and his dependents. Under their employment agreements, Messrs. J. McCann and C. McCann are each restricted from participating in a competitive floral products business for a period of one year after a voluntary resignation or termination for good cause. Each of these executives is also bound by confidentiality provisions, which prohibit the executive from, among other things, disseminating or using confidential information about the Company in any way that would be adverse to the Company. Long Term Incentive Plan
For a description of our LTIP, please see the “Compensation, Discussion and Analysis-Long Term Incentive Equity Awards” section above.
Outstanding Equity Awards at Fiscal Year-End The following table sets forth summary information regarding the outstanding equity awards at July 1, 2012June 30, 2013 granted to each of the Company’s Named Executive Officers. | | | | | Option Awards | | | | | | | Stock Awards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Equity Incentive | | | | | | | | | | | | | | | | | | | | Equity Incentive | | Plan Awards: | | | | | | | | | | | | | | | | | | | | | Plan Awards: | | Market or | | | | | | | | | | | | | | | | | | | | | Number of | | | Payout | | | | | | | | | | | | | | | | Number of | | | Market Value | Unearned | | | Value of | | | | | | | Number of | Number of | | | | | | | Shares or | | | of Shares or | Shares, Units | | Unearned | | | | | | | Securities | Securities | | | | | | | Units of | | | Units of | | or Other | | | Shares, Units | | | | | | Underlying | Underlying | | | Option | | | | Stock That | | Stock That | Rights That | | | or Other Rights | | | | | | Unexercised | Unexercised | | Exercise | | Option | | Have Not | | | Have Not | | Have Not | | | That Have | | | | | | | Options (#) | Options (#) | | | Price | | Expiration | Vested | | | Vested (1) | | Vested | | | Not Vested (1) | Name | | | | Exercisable | Unexercisable | | ($/Option) | | Date | | (#) | | | ($) | | (#) | | | ($) | | | | | | | Stock Options | | | | | | | Restricted Stock | | Performance Awards | | | | | | | | | | | | | | | | | | | | | | | | | | James F. McCann | | | | | | | | | | | 92,681 | (2) | | $323,457 | | | | | | | Chairman of the Board and | | | | | | | | | | | 91,422 | (3) | | $319,063 | | | | | | | Chief Executive Officer | | | | | | | | | | | 90,782 | (4) | | $316,829 | | | | | | | | | | | | | | | | | | | | | 90,782 | (5) | | $316,829 | | | | | | | | | | | | 224,109 | | - | | | $3.11 | | 5/5/2016 | | | | | | | | | | | | | | | | | 50,000 | | - | | | $6.52 | | 10/13/2015 | | | | | | | | | | | | | | | | | 50,000 | | - | | | $8.45 | | 5/5/2016 | | | | | | | | | | | | | | | | | 200,000 | | - | | | $6.70 | | 3/24/2013 | | | | | | | | | | | | | | | | | 200,000 | | - | | | $6.42 | | 9/23/2012 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | William E. Shea | | | | | | | | | | | | 33,270 | (2) | | $116,112 | | | | | | | Senior Vice President, Treasurer, | | | | | | | | | | | 32,818 | (3) | | $114,535 | | | | | | | and Chief Financial Officer | | | | | | | | | | | 30,260 | (4) | | $105,607 | | | | | | | | | | | | | | | | | | | | | 30,260 | (5) | | $105,607 | | | | | | | | | | | | 85,599 | | - | | | $3.11 | | 5/5/2016 | | | | | | | | | | | | | | | | | 25,000 | | - | | | $6.52 | | 10/13/2015 | | | | | | | | | | | | | | | | | 25,000 | | - | | | $8.45 | | 12/2/2014 | | | | | | | | | | | | | | | | | 15,000 | | - | | | $6.70 | | 3/24/2013 | | | | | | | | | | | | | | | | | 112,300 | | - | | | $6.42 | | 9/23/2012 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Gerard M. Gallagher | | | | | | | | | | | 38,023 | (2) | | $132,700 | | | | | | | Senior Vice President, | | | | | | | | | | | 37,507 | (3) | | $130,899 | | | | | | | General Counsel | | | | | | | | | | | 36,182 | (4) | | $126,275 | | | | | | | and Corporate Secretary | | | | | | | | | | | 36,182 | (5) | | $126,275 | | | | | | | | | | | | 80,034 | | - | | | $3.11 | | 5/5/2016 | | | | | | | | | | | | | | | | | 25,000 | | - | | | $6.52 | | 10/13/2015 | | | | | | | | | | | | | | | | | 25,000 | | - | | | $8.45 | | 12/2/2014 | | | | | | | | | | | | | | | | | 25,000 | | - | | | $6.70 | | 3/24/2013 | | | | | | | | | | | | | | | | | 95,400 | | - | | | $6.42 | | 9/23/2012 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Christopher G. McCann | | | | | | | | | | | 66,540 | (2) | | $232,225 | | | | | | | Director and President | | | | | | | | | | | 65,636 | (3) | | $229,070 | | | | | | | 1-800-Flowers.com, Inc. | | | | 1,000,000 | (6) | | $2.63 | | 11/1/2021 | | | | | | | | | | | | and President, Consumer Floral | | | | | | | | | | | 65,176 | (4) | | $227,464 | | | | | | | | | | | | | | | | | | | | | 65,177 | (5) | | $227,468 | | | | | | | | | | | | | | | | | | | | | 262,500 | (7) | | $916,125 | | | | | | | | | | | | 125,000 | | 875,000 | (8) | | $1.79 | | 10/26/2020 | | | | | | | | | | | | | | | | | 372,429 | | - | | | $3.11 | | 5/5/2016 | | | | | | | | | | | | | | | | | 300,000 | | - | | | $6.52 | | 10/13/2015 | | | | | | | | | | | | | | | | | 37,500 | | - | | | $8.45 | | 12/2/2014 | | | | | | | | | | | | | | | | | 250,000 | | - | | | $6.70 | | 3/24/2013 | | | | | | | | | | | | | | | | | 288,300 | | - | | | $6.42 | | 9/23/2012 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | David Taiclet | | | | | | | | | | | | 39,163 | (2) | | $136,679 | | | | | | | President, | | | | | | | | | | | | 38,631 | (3) | | $134,822 | | | | | | | Gourmet Foods and Gift Baskets | | | | | | | | | | | 37,244 | (4) | | $129,982 | | | | | | | | | | | | | | | | | | | | | 37,244 | (5) | | $129,982 | | | | | | | | | | | | 56,729 | | - | | | $3.11 | | 5/5/2016 | | | | | | | | | | | | | | | | | 50,000 | | - | | | $7.13 | | 5/1/2016 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | | | | | | Stock Awards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Equity Incentive | | | | | | | | | | | | | | | | | | | | Equity Incentive | Plan Awards: | | | | | | | | | | | | | | | | | | | | Plan Awards: | Market or | | | | | | | | | | | | | | | | | | | | | Number of | | Payout | | | | | | | | | | | | | | | | Number of | Market Value | Unearned | | Value of | | | | | | | Number of | Number of | | | | | | Shares or | of Shares or | Shares, Units | Unearned | | | | | | Securities | Securities | | | | | | Units of | | Units of | | or Other | | | Shares, Units | | | | | | Underlying | Underlying | | Option | | | Stock That | Stock That | Rights That | | or Other Rights | | | | | | Unexercised | Unexercised | Exercise | Option | Have Not | | Have Not | Have Not | | | That Have | | | | | | Options (#) | Options (#) | | Price | | Expiration | Vested | | | Vested (1) | Vested | | | Not Vested (1) | Name | | | | Exercisable | Unexercisable | ($/Option) | Date | | (#) | | | ($) | | (#) | | | ($) | | | | | | | Stock Options | | | | | | | Restricted Stock | | Performance Awards | | | | | | | | | | | | | | | | | | | | | | | | | | James F. McCann | | | | | | | | | | | 68,662 | (2) | $425,018 | | | | | | | Chairman of the Board and | | | | | | | | | | | 45,611 | (3) | $282,332 | | | | | | | Chief Executive Officer | | | | | | | | | | | 61,787 | (4) | $382,462 | | | | | | | | | | | | | | | | | | | | | 60,948 | (5) | $377,268 | | | | | | | | | | | | | | | | | | | | | 45,391 | (6) | $280,970 | | | | | | | | | | | | | | | | | | | | | 45,391 | (7) | $280,970 | | | | | | | | | | | | 224,109 | | - | | | $3.11 | | 5/5/2016 | | | | | | | | | | | | | | | | | 50,000 | | - | | | $6.52 | | 10/13/2015 | | | | | | | | | | | | | | | | | 50,000 | | - | | | $8.45 | | 12/2/2014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | William E. Shea | | | | | | | | | | | 25,389 | (2) | $157,158 | | | | | | | Senior Vice President, Treasurer, | | | | | | | | | | | 16,866 | (3) | $104,401 | | | | | | | and Chief Financial Officer | | | | | | | | | | | 22,180 | (4) | $137,294 | | | | | | | | | | | | | | | | | | | | | 21,878 | (5) | $135,425 | | | | | | | | | | | | | | | | | | | | | 15,130 | (6) | $93,655 | | | | | | | | | | | | | | | | | | | | | 15,130 | (7) | $93,655 | | | | | | | | | | | | 85,599 | | - | | | $3.11 | | 5/5/2016 | | | | | | | | | | | | | | | | | 25,000 | | - | | | $6.52 | | 10/13/2015 | | | | | | | | | | | | | | | | | 25,000 | | - | | | $8.45 | | 12/2/2014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Gerard M. Gallagher | | | | | | | | | | | 29,156 | (2) | $180,476 | | | | | | | Senior Vice President, | | | | | | | | | | | 19,368 | (3) | $119,888 | | | | | | | General Counsel | | | | | | | | | | | 25,348 | (4) | $156,904 | | | | | | | and Corporate Secretary | | | | | | | | | | | 25,004 | (5) | $154,775 | | | | | | | | | | | | | | | | | | | | | 18,091 | (6) | $111,983 | | | | | | | | | | | | | | | | | | | | | 18,091 | (7) | $111,983 | | | | | | | | | | | | 80,034 | | - | | | $3.11 | | 5/5/2016 | | | | | | | | | | | | | | | | | 25,000 | | - | | | $6.52 | | 10/13/2015 | | | | | | | | | | | | | | | | | 25,000 | | - | | | $8.45 | | 12/2/2014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Christopher G. McCann | | | | | | | | | | | 49,296 | (2) | $305,142 | | | | | | | Director and President | | | | | | | | | | | 32,747 | (3) | $202,704 | | | | | | | 1-800-Flowers.com, Inc. | | | | | | | | | | | 333,000 | (8) | $2,061,270 | | | | | | | and President, Consumer Floral | | | | | | | | | | | 44,360 | (4) | $274,588 | | | | | | | | | | | | | | | | | | | | | 43,757 | (5) | $270,856 | | | | | | | | | | | | 125,000 | | 875,000 | (9) | $2.63 | | 11/1/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | 32,588 | (6) | $201,720 | | | | | | | | | | | | | | | | | | | | | 32,588 | (7) | $201,720 | | | | | | | | | | | | | | | | | | | | | 225,000 | (10) | $1,392,750 | | | | | | | | | | | | 250,000 | | 750,000 | (11) | $1.79 | | 10/26/2020 | | | | | | | | | | | | | | | | | 372,429 | | - | | | $3.11 | | 5/5/2016 | | | | | | | | | | | | | | | | | 300,000 | | - | | | $6.52 | | 10/13/2015 | | | | | | | | | | | | | | | | | 37,500 | | - | | | $8.45 | | 12/2/2014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | David Taiclet | | | | | | | | | | | 29,885 | (2) | $184,988 | | | | | | | President, | | | | | | | | | | | | 19,852 | (3) | $122,884 | | | | | | | Gourmet Foods and Gift Baskets | | | | | | | | | | | 26,108 | (4) | $161,609 | | | | | | | | | | | | | | | | | | | | | 25,754 | (5) | $159,417 | | | | | | | | | | | | | | | | | | | | | 18,622 | (6) | $115,270 | | | | | | | | | | | | | | | | | | | | | 18,622 | (7) | $115,270 | | | | | | | | | | | | 56,729 | | 0 | | | $3.11 | | 5/5/2016 | | | | | | | | | | | | | | | | | 50,000 | | 0 | | | $7.13 | | 5/1/2016 | | | | | | | | | | | |
(1) | Market value is based on the closing price of 1-800-Flowers.com, Inc.’s Class A Common Stock of $3.49$6.19 on July 1, 2012.June 30, 2013. |
(2) | Represents equity awards under the Company's Long-Term Incentive Equity Awards program. These restricted share awards vest at a rate of one-third at the completion of each year of service following the October 30, 2012 grant date. |
(3) | Amounts shown represent performance shares that were earned in Fiscal 2013 under the Company's Long-Term Incentive Equity Awards program, based upon achievement of targeted financial performance during the Fiscal 2013. The Fiscal 2013 equity award grant provided for 100% of the performance-based target shares to be earned upon the achievement of $60.1 million of Plan EBITDA, and 50% of the performance-based target shares to be earned upon the achievement of 85% of Plan EBITDA. (See Compensation Discussion and Analysis - Long Term Incentive Equity Awards.) These restricted shares vest at a rate of one-third at the completion of each year of service following the October 30, 2012 grant date. |
(4) | Represents equity awards under the Company's Long-Term Incentive Equity Awards program. These restricted share awards vest at a rate of one-third at the completion of each year of service following the November 1, 2011 grant date. |
(3)(5) | Amounts shown represent performance shares that were earned in Fiscal 2012 under the Company's Long-Term Incentive Equity Awards program, based upon achievement of targeted financial performance during the Fiscal 2012. The Fiscal 2012 equity award grant provided for 100% of the performance-based target shares to be earned upon the achievement of $53.4$53.9 million of Plan EBITDA, and 50% of the performance-based target shares to be earned upon the achievement of 85% of Plan EBITDA. (See Compensation Discussion and Analysis - Long Term Incentive Equity Awards.) These restricted shares vest at a rate of one-third at the completion of each year of service following the November 1, 2011 grant date. |
(4)(6) | Represents equity awards under the Company's Long-Term Incentive Equity Awards program. These restricted share awards vest at a rate of one-third at the completion of each year of service following the October 26, 2010 grant date. |
(5)(7) | Amounts shown represent performance shares that were earned in Fiscal 2011 under the Company's Long-Term Incentive Equity Awards program, based upon achievement of targeted financial performance during the Fiscal 2011. The Fiscal 2011 equity award grant provided for 100% of the performance-based target shares to be earned upon the achievement of $39.0 million of Plan EBITDA, and 50% of the performance-based target shares to be earned upon the achievement of 85% of Plan EBITDA. (See Compensation Discussion and Analysis - Long Term Incentive Equity Awards.) These restricted shares vest at a rate of one-third at the completion of each year of service following the October 26, 2010 grant date. |
(6)(8) | Restricted shares vest ratably over the 8 years of service following the October 30, 2012 grant date. |
(9) | Options become exercisable ratably over the 8 years of service following November 1, 2011 grant date. (See Compensation Discussion and Analysis - Long Term Incentive Equity Awards.) |
(7)(10) | Amounts shown represent the number of additional performance shares that were earned by Mr. Christopher McCann in Fiscal 2011 under the Company's Long-Term Incentive Equity Awards program, based upon achievement of targeted financial performance during Fiscal 2011. The award provided for 100% of targeted shares upon achievement of $41.8 million of Plan EBITDA for the 9 month period of October 2010 to July 3, 2011, and 50% of targeted shares for achievement of $37.0 million of targeted financial performance, with ratable increments over 50% based upon the actual Plan EBITDA performance. (See Compensation Discussion and Analysis - Long Term Incentive Equity Awards.) These restricted share awards vest ratably over the eight years of service following October 26, 2010 grant date. |
(8)(11) | Options become exercisable ratably over the 8 years of service following October 26, 2010 grant date. (See Compensation Discussion and Analysis - Long Term Incentive Equity Awards.) |
Option Exercises and Stock The following table sets forth all stock option exercises and vesting of stock awards for each of the Company's Named Executive Officers during fiscal 2012,2013, which ended on July 1, 2012.June 30, 2013. | | Option Awards | Stock Awards | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise (1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (2) ($) | James F. McCann Chairman of the Board and Chief Executive Officer | — | — | 165,633 | 465,999 | William E. Shea Senior Vice President, Treasurer and Chief Financial Officer | — | — | 69,528 | 195,197 | Christopher G. McCann Director, President, 1-800-Flowers.com, Inc. and President Consumer Floral Group | — | — | 202,249 | 574,860 | David Taiclet President, Gourmet Foods and Gift Baskets | — | — | 146,698 | 404,889 | Gerard M. Gallagher General Counsel, Senior Vice President and Corporate Secretary | — | — | 74,521 | 208,494 |
| | Option Awards | | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise (1) ($) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting (2) | | James F. McCann Chairman of the Board and Chief Executive Officer | | | — | | | | — | | | | 152,150 | | | | 545,042 | | William E. Shea Senior Vice President, Treasurer and Chief Financial Officer | | | — | | | | — | | | | 52,290 | | | | 187,392 | | Christopher G. McCann Director, President, 1-800-Flowers.com, Inc. and President Consumer Floral Group | | | — | | | | — | | | | 147,736 | | | | 524,438 | | David Taiclet President, Gourmet Foods and Gift Baskets | | | — | | | | — | | | | 63,176 | | | | 226,349 | | Gerard M. Gallagher General Counsel, Senior Vice President and Corporate Secretary | | | — | | | | — | | | | 61,360 | | | | 219,842 | | | | | | | | | | | | | | | | | | |
(1) | The value realized on exercise equals the difference between the option exercise price and the market value of 1-800-Flowers.com, Inc.'s Class A Common Stock on the date of exercise, multiplied by the number of shares for which the option was exercised. |
(2) | The value realized on vesting equals the market value of 1-800-Flowers.com, Inc.'s Class A Common Stock on the vesting date, multiplied by the number of shares that vested. |
Equity Compensation Plan Information The following table displays certain information regarding our equity compensation plans at July 1, 2012:June 30, 2013:
| | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted-average exercise price of outstanding options, warrants and rights | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | Plan category | | (a) | | | (b) | | | (c) | | | | | | | | | | | | Equity compensation plans approved by security holders | | | 4,723,240 | | | $3.89 | | | | 4,829,961 | | | | | | | | | | | | | | Equity compensation plans not approved by security holders | | | 0 | | | $0.00 | | | | 0 | | | | | | | | | | | | | | Total | | | 4,723,240 | | | $3.89 | | | | 4,829,961 | |
Plan category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | Weighted-average exercise price of outstanding options, warrants and rights (b) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | Equity compensation plans approved by security holders | | | 6,711,280 | | | $ | 4.48 | | | | 4,222,174 | | Equity compensation plans not approved by security holders | | | 0 | | | | 0 | | | | 0 | | Total | | | 6,711,280 | | | $ | 4.48 | | | | 4,222,174 | |
Pension Benefits The Company does not maintain any defined benefit plans. Nonqualified Deferred Compensation During Fiscal 2012,2013, the Company offered a Nonqualified Supplemental Deferred Compensation Plan for certain executives. Participants can defer from 1% up to a maximum of 100% of salary and performance and non-performance based bonus. The Company will match 50% of the deferrals made by each participant during the applicable period, up to a maximum of $2,500. Participating employees are vested in the Company’s contributions based upon years of participation in the Plan. Distributions will be made to participants upon termination of employment or death in a lump sum, unless installments are selected. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Aggregate | | | | Executive | | Registrant | | Aggregate | | Aggregate | | Balance | | | | Contributions | | Contributions | | Earnings | | Withdrawals/ | | at Last | | | | in Last FY | | in Last FY (1) | | in Last FY | | Distributions | | FYE | | Name | | ($) | | ($) | | ($) | | ($) | | ($) | | | | | | | | | | | | | | | | | | | | | | | | | | James F. McCann | | $112,500 | | $2,500 | | $138,869 | | $0 | | $1,034,415 | | Chairman of the Board and | | | | | | | | | | | | Chief Executive Officer | | | | | | | | | | | | | | | | | | | | | | | | William E. Shea | | $7,163 | | $2,548 | | $1,282 | | $0 | | $15,885 | | Senior Vice President, Treasurer, | | | | | | | | | | | | and Chief Financial Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1)Contributions made by the Company are reported as NEO compensation in the Summary Compensation Table. | |
Potential Payments upon Termination and Change in Control The Company does not have a formalized severance policy. In accordance with the Company’s 2003 Long Term Incentive and Share Award Plan (the “Plan”) in the event of a Change of Control, as defined in the Plan, all outstanding Awards pursuant to which a Participant may have rights the exercise of which is restricted or limited, shall automatically become fully exercisable immediately prior to the time of the Change of Control and all performance criteria and other conditions shall be deemed to be achieved or fulfilled and shall be waived by the Company immediately prior to the time of the Change of Control so that the Shares subject to the Award will be entitled to participate in the Change of Control transaction.
In addition, as disclosed in Potential Payments Upon Termination and Change in Control, certain executives within the Company have individual employment agreements that contain negotiated provisions that trigger payments or provision of benefits upon termination or a change in control. Payment and benefit levels under the various circumstances that trigger payments or provision of benefits upon termination or a change in control for Messrs. James McCann and Christopher McCann were calculated and presented in accordance with the provisions of their respective employment agreements. For Fiscal 2012,2013, potential payments under the circumstances triggered upon termination or change of control did not have a material impact on the Compensation Committee’s evaluation of all other elements of compensation or total compensation. The following table sets forth the potential payments to our NEO’s under existing agreements, plans or arrangements, for various scenarios involving a change in control or termination of employment, assuming a July 1, 2012June 30, 2013 termination date and using the closing price of the Company’s Class A common stock on July 1, 2012June 30, 2013 ($3.49)6.19). Pursuant to the terms of the Sharing Success Program, the amounts shown do not include the Non-Equity Incentive Plan Awards which were earned as of July 1, 2012.June 30, 2013. The exact amount of payments and benefits that would be provided can only be determined at the actual time of the NEO’s separation from the Company. | | | | | | | | | | | | | | | | | | | | | | | | James F. McCann | | | | | | | | | | | | | | | | | | | Triggering Event | | | | | | | | | | | | | | | Termination | | | | | | | | | | | | | | | | | Without Cause/ | | | | | | | | | | | | | | | Resignation | | | | | | | | | | | | | | | | for Good | | Death/ | | | | | | | | | | | | | | | Reason (per | Voluntary | | | | | | | | | | | | | Change of | | Employment | Resignation/ | | | Estimated Potential Payment or Benefit | | | | | | | Control | | Agreement) | | or Good Cause | | | | | | | | | | | | | | | | | | | | | Lump sum cash severance payment (1) | | | | $7,375,000 | | $7,375,000 | | $0 | | | | Intrinsic value of accelerated unvested stock options (2) | | 0 | | 0 | | 0 | | | | Accelerated vesting of restricted shares (3) | | | 2,029,020 | | 0 | | 0 | | | | Continuing health and welfare benefits for five years (4) | | 68,372 | | 68,372 | | 0 | | | | | Total | | | | | | | | $9,472,393 | | $7,443,372 | | $0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | William E. Shea | | | | | | | | | | | | | | | | | | | Triggering Event | | | | | | | | | | | | | | | | | Death/ | | | | | | | | | | | | | | | Termination | | Voluntary | | | | | | | | | | | | | Change of | | Without | | Resignation/ | | | Estimated Potential Payment or Benefit | | | | | | | Control | | Cause | | or Good Cause | | | | | | | | | | | | | | | | | | | | | Lump sum cash severance payment (5) | | | | $235,728 | | $235,728 | | $0 | | | | Intrinsic value of accelerated unvested stock options (2) | | 0 | | 0 | | 0 | | | | Accelerated vesting of restricted shares (3) | | | 721,587 | | 0 | | 0 | | | | Continuing health and welfare benefits (4) | | | | 0 | | 0 | | 0 | | | | | Total | | | | | | | | $957,315 | | $235,728 | | $0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Christopher G. McCann | | | | �� | | | | | | | | | | | | | | | Triggering Event | | | | | | | | | | | | | | | Termination | | | | | | | | | | | | | | | | | Without Cause/ | | | | | | | | | | | | | | | | Resignation | | | | | | | | | | | | | | | | for Good | | Death/ | | | | | | | | | | | | | | | Reason (per | Voluntary | | | | | | | | | | | | | Change of | | Employment | Resignation/ | | | Estimated Potential Payment or Benefit | | | | | | | Control | | Agreement | | or Good Cause | | | | | | | | | | | | | | | | | | | | | Lump sum cash severance payment (6) | | | | $4,000,000 | | $4,000,000 | | $0 | | | | Intrinsic value of accelerated unvested stock options (2) | | 6,415,000 | | 0 | | 0 | | | | Accelerated vesting of restricted shares (3) | | | 4,910,750 | | 0 | | 0 | | | | Continuing health and welfare benefits for five years (4) | | 102,560 | | 102,560 | | 0 | | | | | Total | | | | | | | | $15,428,310 | | $4,102,560 | | $0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Gerard M. Gallagher | | | | | | | | | | | | | | | | | | | Triggering Event | | | | | | | | | | | | | | | | | Death/ | | | | | | | | | | | | | | | Termination | | Voluntary | | | | | | | | | | | | | Change of | | Without | | Resignation/ | | | Estimated Potential Payment or Benefit | | | | | | | Control | | Cause | | or Good Cause | | | | | | | | | | | | | | | | | | | | | Lump sum cash severance payment (7) | | | | $0 | | $0 | | $0 | | | | Intrinsic value of accelerated unvested stock options (2) | | 0 | | 0 | | 0 | | | | Accelerated vesting of restricted shares (3) | | | 836,009 | | 0 | | 0 | | | | Continuing health and welfare benefits (4) | | | | 0 | | 0 | | 0 | | | | | Total | | | | | | | | $836,009 | | $0 | | $0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | David Taiclet | | | | | | | | | | | | | | | | | | | | | Triggering Event | | | | | | | | | | | | | | | | | Death/ | | | | | | | | | | | | | | | Termination | | Voluntary | | | | | | | | | | | | | Change of | | Without | | Resignation/ | | | Estimated Potential Payment or Benefit | | | | | | | Control | | Cause | | or Good Cause | | | | | | | | | | | | | | | | | | | | | Lump sum cash severance payment (8) | | | | $114,251 | | $114,251 | | $0 | | | | Intrinsic value of accelerated unvested stock options (2) | | 0 | | 0 | | 0 | | | | Accelerated vesting of restricted shares (3) | | | 859,438 | | 0 | | 0 | | | | Continuing health and welfare benefits (4) | | | | 0 | | 0 | | 0 | | | | | Total | | | | | | | | $973,689 | | $114,251 | | $0 | | | |
James F. McCann | | | | | | | | | | | | Triggering Event | | | | | | | Termination | | | | | | | Without Cause/ | | | | | | | Resignation | | | | | | | for Good | | Death/ | | | | | | | Reason (per | | Voluntary | | | Change of | | Employment | | Resignation/ | Estimated Potential Payment or Benefit | | Control | | | Agreement) | | or Good Cause | | | | | | | | | | | Lump sum cash severance payment (1) | | $ | 7,375,000 | | | $ | 7,375,000 | | | $ | 0 | | Intrinsic value of accelerated unvested stock options (2) | | | 0 | | | | 0 | | | | 0 | | Accelerated vesting of restricted shares (3) | | | 1,276,178 | | | | 0 | | | | 0 | | Continuing health and welfare benefits for five years (4) | | | 65,436 | | | | 65,436 | | | | 0 | | Total | | $ | 8,716,613 | | | $ | 7,440,436 | | | $ | 0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | William E. Shea | | | | | | | | | | | | | | | | Triggering Event | | | | | | | | | | | | Death/ | | | | | | | | Termination | | Voluntary | | | Change of | | Without | | Resignation/ | Estimated Potential Payment or Benefit | | Control | | | Cause | | | or Good Cause | | | | | | | | | | | | | | Lump sum cash severance payment (5) | | $ | 215,400 | | | $ | 215,400 | | | $ | 0 | | Intrinsic value of accelerated unvested stock options (2) | | | 0 | | | | 0 | | | | 0 | | Accelerated vesting of restricted shares (3) | | | 441,862 | | | | 0 | | | | 0 | | Continuing health and welfare benefits (4) | | | 0 | | | | 0 | | | | 0 | | Total | | $ | 657,262 | | | $ | 215,400 | | | $ | 0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | Christopher G. McCann | | | | | | | | | | | | Triggering Event | | | | | | | | Termination | | | | | | | | Without Cause/ | | | | | | | | Resignation | | | | | | | | for Good | | Death/ | | | | | | | | Reason (per | | Voluntary | | | Change of | | Employment | | Resignation/ | Estimated Potential Payment or Benefit | | Control | | | Agreement | | or Good Cause | | | | | | | | | | | | | | Lump sum cash severance payment (6) | | $ | 4,000,000 | | | $ | 4,000,000 | | | $ | 0 | | Intrinsic value of accelerated unvested stock options (2) | | | 2,347,500 | | | | 0 | | | | 0 | | Accelerated vesting of restricted shares (3) | | | 1,832,351 | | | | 0 | | | | 0 | | Continuing health and welfare benefits for five years (4) | | | 98,153 | | | | 98,153 | | | | 0 | | Total | | $ | 8,278,005 | | | $ | 4,098,153 | | | $ | 0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | Gerard M. Gallagher | | | | | | | | | | | | Triggering Event | | | | | | | | | | | | Death/ | | | | | | | | Termination | | Voluntary | | | Change of | | Without | | Resignation/ | Estimated Potential Payment or Benefit | | Control | | | Cause | | | or Good Cause | | | | | | | | | | | | | | Lump sum cash severance payment (7) | | $ | 0 | | | $ | 0 | | | $ | 0 | | Intrinsic value of accelerated unvested stock options (2) | | | 0 | | | | 0 | | | | 0 | | Accelerated vesting of restricted shares (3) | | | 516,150 | | | | 0 | | | | 0 | | Continuing health and welfare benefits (4) | | | 0 | | | | 0 | | | | 0 | | Total | | $ | 516,150 | | | $ | 0 | | | $ | 0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | David Taiclet | | | | | | | | | | | | | | | | Triggering Event | | | | | | | | | | | | Death/ | | | | | | | | Termination | | Voluntary | | | Change of | | Without | | Resignation/ | Estimated Potential Payment or Benefit | | Control | | | Cause | | | or Good Cause | | | | | | | | | | | | | | Lump sum cash severance payment (8) | | $ | 95,077 | | | $ | 95,077 | | | $ | 0 | | Intrinsic value of accelerated unvested stock options (2) | | | 0 | | | | 0 | | | | 0 | | Accelerated vesting of restricted shares (3) | | | 531,464 | | | | 0 | | | | 0 | | Continuing health and welfare benefits (4) | | | 0 | | | | 0 | | | | 0 | | Total | | $ | 626,541 | | | $ | 95,077 | | | $ | 0 | |
(1) | Mr. James McCann is entitled to severance pursuant to his employment agreement which entitles him to $2,500,000, plus the base salary payable to him for the then remaining duration of the term of his contract. As of July 1, 2012,June 30, 2013, Mr. McCann's base salary was $975,000, and his employment agreement provided for a remaining term of five years. |
(2) | The intrinsic value of accelerated unvested stock options was calculated using the closing price of the Company's Class A Common Stock on July 1, 2012June 30, 2013 ($3.49)6.19). The intrinsic value is the aggregate spread between $3.49$6.19 and the exercise prices of the accelerated options, if less than $3.49.$6.19. |
(3) | The value of accelerated unvested restricted shares was calculated using the closing price of the Company's Class A Common Stock on July 1, 2012June 30, 2013 ($3.49)6.19). Refer to the column titled "Market Value of Shares or Units of Stock that Have Not Vested" within the "Outstanding Equity Awards at Fiscal Year End" table. |
(4) | Represents the estimated cost of paying for continuing medical, dental, life and long-term disability for five years. The amounts for medical and dental insurance coverage are based on rates charged to the Company's employees for post-employment coverage provided in accordance with the Consolidated Omnibus Reconciliation Act of 1985, or COBRA. The costs of providing the other insurance coverage are based on quoted amounts for 2012,2013, adjusted by a 7.5% inflation factor, compounded annually. |
(5) | Mr. Shea does not have an employment agreement. Absent any special arrangements approved by the Compensation Committee or the Board of Directors, for purposes of this computation, Mr. Shea was deemed to receive two weeks of severance for each completed year of service with the Company. As of July 1, 2012,June 30, 2013, Mr. Shea's base salary was $350,000.$361,000. |
(6) | Mr. Christopher McCann is entitled to severance pursuant to his employment agreement which entitles him to $500,000, plus the base salary payable to him for the then remaining duration of the term of his contract. As of July 1, 2012,June 30, 2013, Mr. McCann's base salary was $700,000, and his employment agreement provided for a remaining term of five years. |
(7) | Mr. Gallagher is the founder and managing partner in the law firm of Gallagher, Walker, Bianco & Plastaras LLP. Compensation for Mr. Gallagher's services are paid to the law firm. There is no contractual relationship between the Company and the law firm, and as such, no severance would be due upon termination for any reason. |
| (8) | Mr. Taiclet does not have an employment agreement. Absent any special arrangements approved by the Compensation Committee or the Board of Directors, for purposes of this computation, Mr. Taiclet was deemed to receive two weeks of severance for each completed year of service with the Company. As of July 1, 2012,June 30, 2013, Mr. Taiclet's base salary was $412,000.$424,000. |
The above table does not include payments and benefits to the extent they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment, such as 401(k) plan vested benefits and earned but unused vacation.
Employment Agreements The employment agreements of James F. McCann and Christopher G. McCann provide for certain payments in the event of termination of employment (and in the case of Christopher G. McCann, terminations following a change in control of the Company). James F. McCann Upon termination without Good Cause (as defined in the employment agreement) or resignation by Mr. McCann for Good Reason (as defined in the employment agreement) within ten days following the termination date, Mr. McCann is entitled to severance pay in the amount of $2,500,000 plus the base salary otherwise payable to him for the balance of the then current employment term and any base salary, bonuses, vacation and unreimbursed expenses accrued but unpaid as of the termination date, and health and life insurance coverage for himself and his dependents for the balance of the then current employment term. Upon termination for Good Cause, voluntary resignation without Good Reason or termination due to death, Mr. McCann is not entitled to any compensation from the Company, except for the payment of any base salary, bonuses, benefits or unreimbursed expenses accrued but unpaid as of the termination date. As discussed above, Mr. McCann is restricted from participating in a competitive floral products business for a period of one year after a voluntary resignation or termination for Good Cause. He is also bound by confidentiality provisions, which prohibit him from, among other things, disseminating or using confidential information about the Company in any way that would be adverse to the Company. Christopher G. McCann Upon termination without Good Cause (as defined in the employment agreement) or resignation by Mr. McCann for Good Reason (as defined in the employment agreement), within ten days following the termination date, Mr. McCann is entitled to severance pay in the amount of $500,000 plus the base salary otherwise payable to him for the balance of the then current employment term and any base salary, bonuses, vacation and unreimbursed expenses accrued but unpaid as of the termination date, and health and life insurance coverage for himself and his dependents for the balance of the then current employment term. The Good Reason definition includes a Change of Control (as defined in the employment agreement) of the Company, so long as Mr. McCann’s resignation occurs no later than one year following a Change of Control. Upon termination for Good Cause, voluntary resignation without Good Reason or termination due to death, Mr. McCann is not entitled to any compensation from the Company, except for the payment of any base salary, bonuses, benefits or unreimbursed expenses accrued but unpaid as of the termination date. As discussed above, Mr. McCann is restricted from participating in a competitive floral products business for a period of one year after a voluntary resignation or termination for Good Cause. He is also bound by confidentiality provisions, which prohibit him from, among other things, disseminating or using confidential information about the Company in any way that would be adverse to the Company. 2003 Long Term Incentive and Share Award Plan The 2003 Long Term Incentive and Share Award Plan, as amended and restated as of October 22, 2009, provides that unless otherwise provided by the Compensation Committee at the time of the award grant, in the event of a change of control, (i) all outstanding awards pursuant to which the participant may have rights the exercise of which is restricted or limited, shall become fully exercisable immediately prior to the time of the change of control so that the shares subject to the award will be entitled to participate in the change of control transaction, and (ii) unless the right to lapse of restrictions or limitations is waived or deferred by a participant prior to such lapse, all restrictions or limitations (including risks of forfeiture and deferrals) on outstanding awards subject to restrictions or limitations under the Plan shall lapse, and all performance criteria and other conditions to payment of awards under which payments of cash, shares or other property are subject to conditions shall be deemed to be achieved or fulfilled and shall be waived by the Company immediately prior to the time of the change of control so that the shares subject to the award will be entitled to participate in the change of control transaction. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information with respect to beneficial ownership of the Company’s Class A common stock (excluding unvested restricted shares) and Class B Common Stock, as of October 15, 2012,14, 2013, or as of the dates referenced below for (i) each person known by the Company to beneficially own more than 5% of each class; (ii) each Director; (iii) each Named Executive Officer; and (iv) all of the Company’s Directors and Executive Officers as a group. Beneficial ownership is determined in accordance with the rules of the Commission and includes voting or investment power with respect to the securities. Unless otherwise indicated, the address for those listed below is c/o 1-800-FLOWERS.COM, Inc., One Old Country Road, Suite 500, Carle Place, NY 11514. Except as indicated by footnote, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them. The number of shares of Common Stock outstanding used in calculating the percentage for each listed person includes the shares of Common Stock underlying options held by such persons that are exercisable within 60 days of October 15, 2012,14, 2013, but excludes shares of Common Stock underlying options held by any other person. Percentage of beneficial ownership is based on 27,504,23826,677,023 shares of Class A Common Stock (excluding unvested restricted shares) and 36,858,46536,778,594 shares of Class B Common Stock outstanding as of October 15, 2012.14, 2013.
Shares % of Shares Beneficially Owned Beneficially Owned A Shares B Shares A Shares B Shares
Name 5% Stockholders:
Eagle Boston Investment Management (1) 2,431,3202,603,087 - 8.8%9.8% - GAMCO Asset Management Inc. (2) 1,388,704 - 5.0%5.2% - McClain Value Management LLC (3) 1,453,885 - 5.4% - Dimensional Fund Advisors LP (4) 1,547,519 - 5.8% -
Directors, not including CEO and President:
Geralyn R. Breig (3)(5) 2,455 - - -* - Lawrence Calcano (4) 48,221(6) 54,328 - 0.2% - James Cannavino (5) 95,251(7) 101,358 - 0.3%0.4% - John J. Conefry, Jr. (6) 71,921(8) 68,028 - 0.3% - Eugene DeMark (7)(9) 2,455 - * - - - Leonard J. Elmore (8) 78,221(10) 67,562 - 0.3% - Larry Zarin (9) 13,221(11) 19,328 - *0.1% -
Named Executive Officers: James F. McCann (10) 832,423 33,890,845 3.0%(12) 391,460 33,810,974 1.4% 91.9% William E. Shea (11) 234,661(13) 253,091 - 0.8%0.9% - Christopher G. McCann (12) 1,809,070 2,903,188 6.3% 7.9%(14) 2,374,968 2,850,640 8.5% 7.8% Gerard M. Gallagher (13) 310,508(15) 311,868 - 1.1%1.2% - David Taiclet (14) 363,601(16) 406,279 - 1.3%1.5% -
Directors and Executive Officers as a Group (12 persons) (15) 4,248,309 34,741,485 14.0% 94.3%(17) 4,537,114 34,661,614 15.6% 94.2% _________________________ * | Indicates less than 0.1%. |
(1) | This information is based on the Schedule 13G Amendment 79 filed with the SEC by Eagle Boston Investment Management on January 11, 201216, 2013 for shares held on December 31, 2011.2012. The address of Eagle Boston Investment Management is 4 Liberty Square, Boston, MA 02109. |
(2) | This information is based on the Schedule 13D filed with the SEC by Gabelli Funds, LLC (“Gabelli Funds”), GAMCO Asset Management Inc. (“GAMCO”), Teton Advisors, Inc. (“Teton”), GGCP, Inc. (“GGCP”), GAMCO Investors, Inc. (“GBL”) and Mario J. Gabelli on October 4, 2012 for shares held on October 3, 2012. According to the Schedule 13D, (i) Gabelli Funds has sole voting and dispositive power with respect to 270,000 shares of our common stock, (ii) GAMCO has sole voting and dispositive power with respect to 609,900 shares of our common stock and (iii) Teton has sole voting and dispositive power with respect to 508,804 shares of our common stock. GGCP makes investments for its own account and is the manager and a member of the controlling shareholder of GBL. GBL, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, including those named below. GAMCO, a wholly-owned subsidiary of GBL, is an investment adviser registered under the Investment Advisers Act of 1940, as amended (“Advisers Act”).Act. Gabelli Funds, a wholly owned subsidiary of GBL and a limited liability company, is an investment adviser registered under the Advisers Act which provides advisory services for registered investment companies. Teton is an investment adviser registered under the Advisers Act which provides discretionary advisory services to registered investment companies. Mario Gabelli is the controlling stockholder, Chief Executive Officer and a director of GGCP, Chairman and Chief Executive Officer of GBL and the controlling shareholder of Teton Advisors. The reporting persons do not admit that they constitute a group. The address of the reporting persons other than GGCP is One Corporate Center, Rye, New York 10580. The address for GGCP is 140 Greenwich Avenue, Greenwich, Connecticut 06830. |
(3) | This information is based on a Schedule 13G filed with the SEC by McClain Value Management LLC, Philip C. McClain and Joseph W. Donaldson. According to the Schedule 13G, McClain Value Management LLC is a registered investment advisor and Messrs. McClain and Donaldson are its sole members. Mr. McClain is the managing member. The reporting persons have sole voting power with respect to 843,403 shares of our common stock and sole dispositive power with respect to 1,453,885 shares of our common stock. The address of the reporting persons is 175 Elm Street, New Canaan, Connecticut 06840. |
(4) | This information is based on the Schedule 13G filed by Dimensional Fund Advisors LP with the SEC on February 8, 2013 for shares held on December 31, 2012. According to the Schedule 13G, Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940 (“Advisors Act”), furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts (such investment companies, trust and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, neither Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) possess voting and/or investment power over the securities of the Company that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Company held by the Funds. However, all securities reported in the Schedule 13G are owned by the Funds. Dimensional disclaims beneficial ownership of such securities. In addition, the Schedule 13G provides that the filing of the Schedule 13G shall not be construed as an admission that the reporting person or any of its affiliates is the beneficial owner of any securities covered by the Schedule 13G for any other purposes than Section 13(d) of the Securities Exchange Act of 1934. The address of Dimensional Fund Advisors LP is Palisades West, Building One, 6300 Bee Cave Road, Austin, Texas 78746. |
(5) | Ms. Breig’s address is c/o 1-800-FLOWERS.COM, INC., One Old Country Road, Suite 500, Carle Place, NY 11514. |
(4)(6) | Includes 40,000 shares of Class A Common Stock that may be acquired within 60 days of October 15, 201214, 2013 through the exercise of stock options. Mr. Calcano’s address is c/o 1-800-FLOWERS.COM, INC., One Old Country Road, Suite 500, Carle Place, NY 11514. |
(5)(7) | Includes 30,000 shares of Class A Common Stock that may be acquired within 60 days of October 15, 201214, 2013 through the exercise of stock options. Mr. Cannavino’s address is 1-800-FLOWERS.COM, INC., One Old Country Road, Suite 500, Carle Place, NY 11514. |
(6)(8) | Includes 55,00045,000 shares of Class A Common Stock that may be acquired within 60 days of October 15, 201214, 2013 through the exercise of stock options. Mr. Conefry’s address is c/o Astoria Federal Savings,1-800-FLOWERS.COM, INC., One Astoria Federal Plaza, Lake Success, New York 11042.Old Country Road, Suite 500, Carle Place, NY 11514. |
(7)(9) | Mr. DeMark’s address is c/o 1-800-FLOWERS.COM, INC., One Old Country Road, Suite 500, Carle Place, NY 11514. |
(8)(10) | Includes 75,00058,234 shares of Class A Common Stock that may be acquired within 60 days of October 15, 201214, 2013 through the exercise of stock options. Mr. Elmore’s address is c/o 1-800-FLOWERS.COM, INC., One Old Country Road, Suite 500, Carle Place, NY 11514. |
(9)(11) | Includes 10,000 shares of Class A Common Stock that may be acquired within 60 days of October 15, 201214, 2013 through the exercise of stock options. Mr. Zarin’s address is c/o Express Scripts,1-800-FLOWERS.COM, INC., One Express Way, St. Louis, MO 63121.Old Country Road, Suite 500, Carle Place, NY 11514. |
(10)(12) | Includes (a) 524,109324,109 shares of Class A Common Stock that may be acquired within 60 days of October 15, 201214, 2013 through the exercise of stock options, (b) 5,875,000 shares of Class B Common Stock held by limited partnerships, of which Mr. J. McCann is a limited partner and does not exercise control and of which he disclaims beneficial ownership, (c) 52,54866,871 shares of Class BA Common Stock held by The McCann Charitable Foundation, Inc., of which Mr. J. McCann is a Director and the President; and (d) 9,846,0338,037,522 shares of Class B Common Stock held by two Grantor Retained Annuity Trusts of which Mr. J. McCann is the Trustee. Excludes shares of Class A Common Stock that may be acquired upon the conversion of Mr. J. McCann’s Class B Common Stock into Class A Common Stock. The Class B Common Stock is convertible into Class A Common Stock on a one-to-one basis and is entitled to 10 votes for each share. |
(11)(13) | Includes 150,599135,599 shares of Class A Common Stock that may be acquired within 60 days of October 15, 201214, 2013 through the exercise of stock options. |
(12)(14) | Includes (a) 1,334,929 shares of Class A Common Stock that may be acquired within 60 days of October 15, 201214, 2013 through the exercise of stock options, (b) 2,000,000 shares of Class B Common Stock held by a limited partnership, of which Mr. C. McCann is a general partner and exercises control, and (c) 52,54866,871 shares of Class BA Common Stock held by The McCann Charitable Foundation, Inc., of which Mr. C. McCann is a Director and Treasurer. Treasurer, (d) 150,000 shares of Class A Common Stock which he holds jointly with his wife, (e) 110 shares of Class A Common Stock for which he is the custodian of the shares for his son and (f) 500,000 shares of Class A Common Stock held by a Grantor Retained Annuity Trusts of which Mr. C. McCann is the Trustee. Excludes shares of Class A Common Stock that may be acquired upon the conversion of Mr. C. McCann’s Class B Common Stock into Class A Common Stock. The Class B Common Stock is convertible into Class A Common Stock on a one-to-one basis and is entitled to 10 votes for each share. |
(13)(15) | Includes 155,034130,034 shares of Class A Common Stock that may be acquired within 60 days of October 15, 201214, 2013 through the exercise of stock options. |
(14)(16) | Includes 106,729 shares of Class A Common Stock that may be acquired within 60 days of October 15, 201214, 2013 through the exercise of stock options. |
(15)(17) | Includes 2,734,7942,468,028 shares of Class A Common stock that may be acquired within 60 days of October 15, 201214, 2013 through the exercise of stock options. |
Certain Business Relationships with Directors and Officers The Company has a policy providing that all material transactions between it and one or more of its Directors, Executive Officers, nominees for Director or a member of their immediate families must be approved either by a majority of the disinterested members of the Board or by the stockholders of the Company.
While the policy is not in writing, the Company's legal and finance staff is primarily responsible for the development and implementation of processes and controls to obtain information from the directors and executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether the Company or a related person has a direct or indirect material interest in the transaction. This includes inquiries of its Directors and Officers, as well as a questionnaire that Directors and Officers are required to complete periodically. In determining whether to approve or ratify a related party transaction, the disinterested members of the Board will consider the relevant facts and circumstances, which may include the relationship of the individual with the Company, the materiality of the transaction to the Company and the individual, and the business purpose and reasonableness of the transaction. As required under SEC rules, transactions that are determined to be directly or indirectly material to the Company or a related person, are disclosed in the Company's proxy statement. The Company considers individual transactions, or any series of transactions which, in the aggregate exceed $120,000, to be material and requiring of disclosure. Below are the transactions that occurred during Fiscal 20122013 in which, to the Company’s knowledge, the Company was or is a party, in which the amount involved exceeded $120,000, and in which any Director, Director nominee, Executive Officer, holder of more than 5% of the Common Stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.
For Fiscal 2012,2013, Julie Mulligan, the sister of Directors and Executive Officers, James F. McCann and Christopher G. McCann, was employed as a Senior Vice President of Product Development and Photography. Ms. Mulligan’s compensation was unanimously approved by the Independent Directors of the Board. Ms. Mulligan’s base salary for Fiscal 20122013 was $241,000.$249,435. Ms. Mulligan received a bonus under the Company’s annual incentive plan (“Sharing Success Program”) of $71,794$89,647 for Fiscal 2012.2013. Gerard M. Gallagher, our General Counsel, Senior Vice President and Corporate Secretary, is the founder and managing partner in the law firm of Gallagher, Walker, Bianco & Plastaras, LLP based in Mineola, New York. Compensation for Mr. Gallagher’s services are paid to the law firm. The Company, with the approval of the Board, also pays the law firm fees for services rendered by other members of the firm on the Company’s behalf. The section titled “Summary Compensation Table” sets forth the compensation paid in Fiscal 20112013 by the Company to the firm for services provided by Mr. Gallagher. For legal services provided by the other members of the firm the Company paid $436,826$434,695.18 in fees and $25,047$29,898.12 in disbursements. The Company believes that collectively these fees and disbursements are fair and reasonable. David Taiclet, our President of Gourmet Food & Gift Baskets business segment, has less than a 15%10% ownership interest in Dynamic Confections, Inc. (“Dynamic”). In Fiscal 2012,2013, certain of the Company’s subsidiaries purchased $364,579$660,319 worth of candy goods from the subsidiaries of Dynamic. Mr. Taiclet, together with his wife, also has a 7.3 % beneficial ownership interest in OLB, LLC (“OLB”), which entity leases 1918 retail locations to Fannie May Confections, Inc. In Fiscal 2012,2013, the lease payments to OLB totaled $1,174,226.$1,206,271. Both of Mr. Taiclet's interests predate the Company’s 2006 acquisition of Fannie May Confections Brands, Inc., were disclosed to the Company prior to the closing of that acquisition and such ongoing relationships were approved by the Board of Directors. October 29, 201228, 2013
To the Board of Directors of 1-800-FLOWERS.COM, INC. (the “Company”): We, the members of the Audit Committee, assist the Board of Directors in its oversight of the Company’s financial accounting, reporting and controls. We also evaluate the performance and independence of the Company’s independent registered public accounting firm. We operate under a written charter that both the Board and we have approved. A current copy of the Audit Committee charter can be found on the Company’s website located at www.1800flowers.com under the Investor Relations section of the website. The Board annually reviews the NASDAQ listing standards definition of independence for audit committee members and has determined that each member of the Audit Committee meets that standard. In addition, although the Board has determined that each of the members of the Audit Committee meets NASDAQ regulatory requirements for financial literacy and that each of John J. Conefry, Jr., and upon his retirement, Eugene DeMark, is an “audit committee financial expert,” as defined by Commission rules, and is financially sophisticated under NASDAQ requirements, we would like to remind our stockholders that we are not professionally engaged in the practice of auditing or accounting and are not technical experts in auditing or accounting. The Company’s management is responsible for the preparation, presentation and integrity of the Company’s consolidated financial statements, including setting the accounting and financial reporting principles and designing the Company’s system of internal control over financial reporting and disclosure controls and procedures designed to ensure compliance with accounting standards, applicable laws and regulations. The Company’s management is responsible for objectively reviewing and evaluating the adequacy, effectiveness and quality of the Company’s system of internal control. The Company’s independent registered public accounting firm, Ernst & Young LLP (“Ernst & Young”), is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States. The independent registered public accounting firm is also responsible for expressing opinions on the effectiveness of the Company's internal control over financial reporting as well as management's assessment thereof. Although the Board is the ultimate authority for effective corporate governance, including oversight of the management of the Company, the Audit committee’s purpose is to assist the Board in fulfilling its responsibilities by overseeing these processes, as well as overseeing the qualifications and performance of the Company’s independent registered public accounting firm. The Audit Committee has policies and procedures that require the pre-approval by the Audit Committee of all fees paid to, and all services performed by, the Company’s independent registered public accounting firm. At the beginning of each year, the Audit Committee approves the proposed services, including the nature, type and scope of service contemplated and the related fees, to be rendered by the firm during the year. In addition, Audit Committee pre-approval is also required for those engagements that may arise during the course of the year that are outside the scope of the initial services and fees approved by the Audit Committee. For each category of proposed service, the independent accounting firm is required to confirm that the provision of such services does not impair their independence. Pursuant to the Sarbanes-Oxley Act of 2002, the fees and services provided [as(as noted in the table below]below) were authorized and approved by the Audit Committee in compliance with the pre-approval policies and procedures described herein. We reviewed and discussed the audited consolidated financial statements and related footnotes for the fiscal year ended July 1, 2012June 30, 2013 with management and the independent registered public accounting firm. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles. We also discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards 61, as amended (communication with Audit Committees). We received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with Ernst & Young their independence. This review included a discussion with management and the independent registered public accounting firm of the quality (and not merely the acceptability) of the Company’s accounting principles, the reasonableness of significant estimates and judgments, and the disclosures in the Company’s Financial Statements, including the disclosures relating to critical accounting policies. Based on the reports, discussions and reviews described in this report, we recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 1, 2012,June 30, 2013, for filing with the Securities and Exchange Commission. We also selected Ernst & Young as the independent registered public accounting firm for Fiscal 2013. The Board is recommending that shareholders ratify that selection at the Annual Meeting. Audit Committee John J. Conefry, Jr. (Chairman) Lawrence Calcano Eugene F. DeMark
PROPOSAL 2
RATIFICATION OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Upon the recommendation of the Audit Committee, the Board of Directors has appointed Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2013, and the Board is asking stockholders to ratify such selection at the Annual Meeting. The stockholders’ ratification of the appointment of Ernst & Young LLP will not impact the Audit Committee’s responsibility pursuant to its charter, to appoint, replace and discharge the independent auditors. In the event the stockholders fail to ratify this selection, the matter of the selection of independent auditors will be reconsidered by the Board of Directors.
Fees Paid to Ernst & Young LLP The following table shows the fees that the Company paid or accrued for audit and other services provided by Ernst & Young LLP for Fiscal 20122013 and Fiscal 2011,2012, all of which were approved by the Audit committee. | | | | | | | | | | | Audit Fees | | $ | 641,000 | | | $ | 582,000 | | Audit-Related Fees | | | 50,500 | | | | 23,000 | | Tax Fees | | | 64,905 | | | | 52,790 | | All Other Fees | | | 54,926 | | | | 51, 200 | | Total | | $ | 831,331 | | | $ | 708,990 | |
| | | | | | | | | | | Audit Fees | | $ | 635,000 | | | $ | 641,000 | | Audit-Related Fees | | | 213,189 | | | | 50,500 | | Tax Fees | | | 119,500 | | | | 64,905 | | All Other Fees | | | 0 | | | | 54,926 | | Total | | $ | 967,689 | | | $ | 831,331 | |
Audit Fees. Fees for audit services include fees associated with the annual financial statement audits of 1-800-Flowers.Com,1-800-Flowers.com, Inc., Conroy's, Inc., 1-800-Flowers.Com Franchise Co., Inc. and Fannie May Franchise, LLC, as well as 1-800-Flowers.com, Inc.'s audit of internal controls and quarterly SAS 100 reviews of 1-800 Flowers.Com,Flowers.com, Inc's quarterly reports on Form 10-Q. During Fiscal 2012, audit services also included fees associated with the annual financial statements of the Company's franchise operations: Conroy's, Inc., 1-800-Flowers.com Franchise Co., Inc. and Fannie May Franchise, LLC. During Fiscal 2013, the Company engaged EisnerAmper LLP to perform the audit of the Company's franchise operations. Audit-Related Fees. Fees for audit-related services include audits and assurance services related to the Company’s benefit plans, as well as due diligence services in connection with potential acquisitions. During Fiscal 2012, audit related fees also included the audit of the Company's 401k plan. During Fiscal 2013, the Company engaged EisnerAmper LLP to perform the audit of its 401k plan. Tax Fees. Fees for tax service include tax compliance, tax advice and tax planning. All Other Fees. Consists of other fees not reported in the above categories, including IT Risk services related to an attack and penetration study and assessment. Audit Committee Pre-Approval Policies and Procedures. The Audit Committee pre-approves all audit, audit-related and non-audit services (including tax services) provided by the independent registered public accounting firm. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service. The independent registered public accounting firm and the Company's management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, including fees for the services performed to date. In addition, the Audit Committee also may pre-approve particular services on a case-by-case basis, as required. The affirmative vote of a majority of the Company’s outstanding Common Stock present in person or by proxy is required to ratify the appointment of the independent registered accounting firm. Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR” the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for Fiscal 2013. A representative of Ernst & Young LLP will attend the Annual Meeting with the opportunity to make a statement if he or she so desires and will also be available to answer inquiries.
THE BOARD RECOMMENDS A VOTE FOR THE RATIFICATION
AND APPROVAL OF THE SELECTION OF ERNST & YOUNG LLP TO
SERVE AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL 2013.
OTHER MATTERS The Board of Directors does not intend to bring any other business before the Annual Meeting, and so far as is known to the Board, no matters are to be presented for action at the Annual Meeting other than those set forth above. If any other matters properly come before the Annual Meeting, the persons named in the enclosed form of proxy will vote the shares represented by proxies in their discretion on such matters. STOCKHOLDER PROPOSALS FOR THE 20132014 ANNUAL MEETING Shareholders who, in accordance with Commission Rule 14a-8 wish to present proposals for inclusion in the proxy materials to be distributed in connection with next year’s Annual Meeting Proxy Statement must submit their proposals so that they are received at the Company’s principal executive offices no later than the close of business on July 1, 2013.June 30, 2014. As the rules of the Commission make clear, simply submitting a proposal does not guarantee that it will be included. In accordance with our Bylaws, in order to be properly brought before the 20132014 Annual Meeting, a shareholder’s notice of the matter the shareholder wishes to present, or the person or persons the shareholder wishes to nominate as a director, must be delivered to the secretary of the Company at its principal executive offices not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, prior to the first anniversary date of the 20122013 Annual Meeting date. As a result, any notice given by a shareholder pursuant to these provisions of our Bylaws (and not pursuant to the Commission’s Rule 14a-8) must be received no earlier than August 12, 201315, 2014 and no later than September 11, 2013.15, 2014. If, however, our 20132014 Annual Meeting date is advanced by more than 30 days before, or delayed more than 70 days after, the one year anniversary of the 20122013 Annual Meeting date, then proposals must be received no earlier than the close of business on the 120th day prior to the 20132014 Annual Meeting and not later than the close of business on the later of the 90th day before the 20132014 Annual Meeting or the 10th day following the date on which the 20132014 Annual Meeting date is publicly announced. To be in proper form, a shareholder’s notice must include the specified information concerning the proposal or nominee as described in our Bylaws. A shareholder who wishes to submit a proposal or nomination is encouraged to seek independent counsel about our Bylaws and Commission requirements. The Company will not consider any proposal or nomination that does not meet the Bylaws requirements and the Commission’s requirements for submitting a proposal or nomination. Notices of intention to present proposals at the 20132014 Annual Meeting should be addressed to Corporate Secretary, 1-800-FLOWERS.COM, Inc., One Old Country Road, Suite 500, Carle Place, New York 11514. The Company reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements. SOLICITATION OF PROXIES Proxies are being solicited by the Board of Directors of the Company. Proxies may be solicited by officers, Directors and regular supervisory and executive employees of the Company, none of whom will receive any additional compensation for their services. Such solicitations may be made personally or by mail, facsimile, telephone, telegraph, messenger, or via the Internet. The Company may pay persons holding shares of Common Stock in their names or in the names of nominees, but not owning such shares beneficially, such as brokerage houses, banks and other fiduciaries, for expenses of forwarding solicitation materials to their principals. All of the costs of solicitation will be paid by the Company. ANNUAL REPORT ON FORM 10-K The Company will provide without charge to each beneficial holder of its Common Stock on the Record Date who did not receive a copy of the Company’s Annual Report for the fiscal year ended July 1, 2012,June 30, 2013, on the written request of such person, a copy of the Company’s Annual Report on Form 10-K as filed with the Commission. Any such request should be made in writing to the Secretary of the Company at the address set forth on the first page of this Proxy Statement. By order of the Board of Directors /s/ James F. McCann James F. McCann Chairman of the Board and Chief Executive Officer Carle Place, New York October 29, 201228, 2013 1-800-FLOWERS.COM, INC.
VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
Electronic Delivery of Future PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to recievereceive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDS -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATEDDETACH AND RETURN THIS PORTION ONLY
To witholdwithhold authority to vote for any
Individual nominee(s), mark "For“For All Except" Except” and write the number(s) of the nominees on the line below. __________________________________
FOR WITHOLD FOR ALL ALL ALL EXCEPT 000 0 0 0
The Board of Directors recommends you vote FOR the following:
1. Election of Directors Nominees
01 Geralyn R. BreigEugene DeMark 02 Lawrence Calcano 03 James Cannavino
The Board of Directors recommends you vote FOR proposals 2.
2. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTING FIRM. Proposal to ratify the appointment For Against Abstain
of Ernst & Young LLP as the Company’s independent registered accounting firm for the fiscal 0 0 0
year ending June 30, 2013 as described in the Proxy Statement.Leonard Elmore
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.
Signature [PLEASE SIGN WITHIN BOX] Date
Signature [Joint Owners] Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement and Form 10-K are available at www.proxyvote.com . __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __
1-800-FLOWERS.COM, INC. Annual Meeting of Stockholders December 10, 201213, 2013 9:00 AM This proxy is solicited by the Board of Directors The undersigned stockholder of 1-800-FLOWERS.COM, INC. hereby appoints Gerard M. Gallagher, Corporate Secretary, with full power of substitution, as proxy to vote the shares of stock, in accordance with the undersigned's specifications, which the undersigned could vote if personally present at the Annual Meeting of Stockholders of 1-800-FLOWERS.COM, INC. to be held at One Old Country Road, Carle Place, New York 11514, Fourth Floor Conference Room (the "Meeting Place"), on Monday,Friday, December 10, 201213, 2013 at 9:00 a.m. eastern standard time or any adjournment thereof. UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE PERSONS NOMINATED BY THE BOARD OF DIRECTORS AS DIRECTORS "FOR" RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2013, AND IN ACCORDANCE WITH THE DISCRETION OF THE PROXY AS TO OTHER MATTERS WHICH PROPERLY COME BEFORE THE ANNUAL MEETING. All of the proposals set forth are proposals of the Company. None of the proposals is related to or conditioned upon approval of any other proposal. Continued and to be signed on reverse side |
s in thousands) Target Award Earned | |