1 800 FLOWERS COM INC (Form: 8-K, Received: 12/15/2016 17:06:32)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 13, 2016

1-800-FLOWERS.COM, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State of incorporation)

0-26841

(Commission File Number)

11-3117311

(IRS Employer Identification No.)

One Old Country Road, Suite 500

Carle Place, New York 11514

(Address of principal executive offices) (Zip Code)

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the

Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the

Exchange Act (17 CFR 240.13e-4(c)

ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

At the 2016 Annual Meeting of Stockholders of 1-800-Flowers.com, Inc. (the “Company”) held on December 13, 2016, stockholders approved an amendment to Sections 2 and 3 of Article V of the Company’s Third Amended and Restated Certificate of Incorporation, as amended (the “Charter Amendment”) declassifying the Board of Directors of the Company (the “Board”), instituting annual voting for each director beginning with the 2016 Annual Meeting of Stockholders, and, consistent with Delaware law for unclassified boards, permitting stockholders holding a majority of the total voting power of the Company’s outstanding common stock to remove directors either with or without cause. Previously, the Third Amended and Restated Certificate of Incorporation permitted the removal of directors only for cause and only by the affirmative vote of not less than 66.67% of the total voting power of the Company’s outstanding common stock.

On September 14, 2016, the Board approved an amendment (the “By-Laws Amendment”) to Sections 1, 2 and 12 of Article IV of the Amended and Restated By-Laws of the Company, which was contingent upon the approval of the Charter Amendment by the Company’s stockholders. The By-Laws Amendment became effective upon the effectiveness of the Charter Amendment on December 13, 2016. Similar to the Charter Amendment, the By-Laws Amendment removes references to a classified Board and reflects stockholders’ ability to remove directors on an unclassified Board with or without cause.

The foregoing description is qualified in its entirety by reference to the copy of the Charter Amendment and the By-Laws Amendment, which are filed as Exhibit 3.1 and 3.2, respectively, to this Current Report on Form 8-K.

ITEM 5.07 Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Stockholders on December 13, 2016. The stockholders considered five proposals, each of which is described in more detail in the Proxy Statement. The matters voted upon at the meeting and the results of the votes are stated below.

1. The stockholders approved the amendment to the Articles of Incorporation to declassify the Board.

For	Against	Abstain	Broker Non-Votes
319,060,211	10,301	8,173	5,184,150

2. The following nominees for directors were elected to serve a one year term expiring at the 2017 annual meeting of the stockholders:

Nominee	For	Withheld	Broker Non-Votes
Geralyn Breig	318,313,192	765,493	5,184,150
Celia Brown	318,575,743	502,942	5,184,150
James Cannavino	312,639,072	6,439,613	5,184,150
Eugene DeMark	318,741,871	336,814	5,184,150
Leonard Elmore	315,893,912	3,184,773	5,184,150
Sean Hegarty	318,744,380	334,305	5,184,150
Christopher G. McCann	318,744,905	333,780	5,184,150
James F. McCann	317,276,745	1,801,940	5,184,150
Larry Zarin	312,972,944	6,105,741	5,184,150

3. The stockholders ratified the appointment of BDO USA, LLP to serve as register public accountants for the fiscal year ending July 2, 2017.

For	Against	Abstain	Broker Non-Votes
324,002,627	53,709	206,499	-

4. The stockholders re-approved the 2003 Long Term Incentive and Share Award Plan, as amended and restated on October 22, 2009, as amended as of October 28, 2011 and September 14, 2016.

For	Against	Abstain	Broker Non-Votes
312,140,177	6,745,579	192,929	5,184,150

5. The stockholders approved the Section 16 Executive Officers Bonus Plan, as amended and restated as of September 14, 2016.

For	Against	Abstain	Broker Non-Votes
318,618,861	263,573	196,251	5,184,150

ITEM 9.01 Financial Statements and Exhibits

Exhibit No.		Description

3.1		Amendment No. 2 to Amended and Restated Certificate of Incorporation of 1-800-Flowers.com, Inc., dated December 13, 2016

3.2		Amendment to Amended and Restated By-Laws of 1-800-Flowers.com, Inc., effective December 13, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 15, 2016

1-800-FLOWERS.COM, Inc.

By: /s/ William E. Shea

William E. Shea

Chief Financial Officer & Senior Vice-President

AMENDMENT NO. 2 TO

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

1-800-FLOWERS.COM, INC.

(Pursuant to Section 242 of the

General Corporation Law of the State of Delaware)

1-800-FLOWERS.COM, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “General Corporation Law”),

DOES HEREBY CERTIFY:

FIRST: That the Corporation was originally incorporated in Delaware, and the date of its filing of its original Certificate of Incorporation with the Secretary of State of Delaware was June 30, 1992. An Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on January 13, 1995. A Certificate of Amendment to the Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on June 16, 1995. A Certificate of Amendment to the Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on April 14, 1999. A Second Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 20, 1999. A Third Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on July 7, 1999. A Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on July 28, 1999;

SECOND: That the Board of Directors duly adopted resolutions proposing to amend the Third Amended and Restated Certificate of Incorporation of the Corporation, as amended by Amendment No. 1, declaring said amendment to be advisable and in the best interests of the Corporation and its stockholders, and directing that said amendment be considered at the next annual meeting of stockholders, all in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware;

THIRD: That the resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Third Amended and Restated Certificate of Incorporation, as amended by Amendment No. 1, of the Corporation be amended as follows:

1. Sections 2 and 3 of Article V are hereby amended and restated as follows:

2. TERMS.

Each director shall be elected for a term of office that shall expire at the next annual meeting of stockholders following his or her election, and each director shall serve until his or her successor is duly elected and qualified or until his or her death, resignation or removal.

3. REMOVAL OF DIRECTORS.

Notwithstanding any other provisions of this Third Amended and Restated Certificate of Incorporation or the bylaws of the Corporation, any director or the entire Board of Directors of the Corporation may be removed, at any time, with or without cause and only by the affirmative vote of a majority of the Total Voting Power.

2. Except as provided in this Amendment No.2, all provisions of the Third Amended and Restated Certificate of Incorporation, as amended by Amendment No. 1, shall remain unaffected by the filing of this Amendment No. 2 and shall remain in full force and effect.

* * *

FOURTH: That said amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law.

-2-

IN WITNESS WHEREOF, this Amendment No. 2 to the Third Amended and Restated Certificate of Incorporation has been signed by the Chief Executive Officer and President of the Corporation this 13th day of December, 2016.

/s/ Christopher G. McCann

Christopher. G. McCann, Chief Executive

Officer and President

-3-

AMENDMENT NO. 1 TO

AMENDED AND RESTATED BY-LAWS OF

1-800-FLOWERS.COM, INC.

The By-Laws of 1-800-FLOWERS.COM, Inc., a Delaware corporation, are hereby amended by deleting Sections 1, 2 and 12 of Article IV and replacing such sections respectively with the following:

“Section 1. The number of directors which shall constitute the whole Board shall be determined by resolution of the Board of Directors or by stockholders at the annual meeting of the stockholders, except as provided in Section 2 of this Article. Each director shall be elected for a term of office that shall expire at the next annual meeting of stockholders following his or her election, and each director shall serve until his or her successor is duly elected and qualified or until his or her death, resignation or removal. Directors need not be stockholders.”

“Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by 66.67% of the directors then in office, though less than a quorum or by a sole remaining director, and the directors so chosen shall hold office until the next annual election of directors and until their successors are duly elected and shall qualify, unless sooner replaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the Total Voting Power, summarily order an election to be held to fill any such vacancies or newly created directorships or to replace the directors chosen by the directors then in office.”

“Section 12. Except as may otherwise be provided by the General Corporation Law of Delaware or the Company’s Certificate of Incorporation, as amended and in effect from time to time, any director or the entire Board of Directors may be removed, at any time, with or without cause, by the affirmative vote of the holders of a majority of the Total Voting Power.”

The foregoing is certified as an Amendment to the Amended and Restated By-Laws of 1-800-FLOWERS.COM, Inc. as adopted by the Board of Directors on September 14, 2016, and effective as of December 13, 2016.

By: /s/ Christopher G. McCann

Christopher G. McCann

Chief Executive Officer and President