1-800-FLOWERS.COM (FLWS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 11, 2024, to elect 11 directors and ratify BDO USA, P.C. as independent auditor for fiscal 2025.

• Proxy materials are primarily distributed electronically, with householding practices to reduce costs and environmental impact.

• Only stockholders of record as of October 18, 2024, are eligible to vote; multiple voting methods are available.

Voting matters and shareholder proposals

• Stockholders will vote on the election of 11 directors and the ratification of BDO USA, P.C. as the independent auditor.

• Proposals require a plurality or majority of votes present in person or by proxy; abstentions count as votes against.

• Stockholder proposals for the 2025 meeting must be received by June 27, 2025, for proxy inclusion.

Board of directors and corporate governance

• Board consists of 11 directors, with a mix of business, financial, technology, and ESG expertise.

• Most directors are independent under NASDAQ rules; diversity matrix provided.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Technology and Cybersecurity.

• Board leadership combines CEO and Chairman roles; no lead independent director.

• Director resignation policy in place for majority withhold votes.