Welcome to the 2025 Annual Meeting of Stockholders of 1-800-FLOWERS.COM, Inc. Our host for today's call is Jim McCann, Chairman of the Board. I will now turn the call over to your host, Mr. McCann. You may begin.
Thank you. Welcome to the 2025 Annual Meeting of Stockholders of 1-800-FLOWERS.COM, Inc. It is now 9:00 A.M., and the meeting will please come to order. My name is Jim McCann, and as Chairman of the Board, I will be presiding over the meeting. We are doing this meeting virtually via webcast. Present with me today is Adolfo Villagomez, our Chief Executive Officer, Michael Manley, our Senior Vice President, General Counsel and Corporate Secretary, Andy Milevoj, who's our Senior Vice President of Investor Relations, and James Langrock, our Senior Vice President, Treasurer and Chief Financial Officer. This morning, our program will proceed as follows. First, our Corporate Secretary, Mr. Manley, will conduct the official business of the 2025 Annual Meeting. During this portion of the meeting, all discussion will be limited to the official business at hand.
We will then answer any questions specifically related to the business of the Annual Meeting properly submitted prior to or during this meeting in accordance with our Rules of Conduct. At the conclusion of the Stockholders' Question and Answer session, we will close the Annual Meeting. You may continue to vote and to submit your questions online during the meeting before the polls close. It is not necessary for Stockholders to vote online if they have already sent in their proxy cards, unless they wish to change their vote. I will now turn the meeting over to Mr. Manley. Michael.
Thank you, Jim, and good morning, ladies and gentlemen. We will now proceed to the official business portion of this meeting. We have an affidavit from Broadridge Financial Solutions, Inc., certifying that each Stockholder of Record on October 13, 2025, was mailed an official notice of this meeting commencing on October 24, 2025, and the proxy was also available online as of that date. As Chair presiding over the meeting, Mr. Jim McCann will appoint Mr. James Langrock as the Inspector of Elections.
I hereby appoint James Langrock as the Inspector of Elections, and he will tabulate and report the results of the voting. The Inspector has the Stockholder List of the company as of the close of business on October 13, 2025, which shows the Stockholders and their respective number of shares entitled to vote at this meeting. This list is available if any Stockholder wishes to examine it and will be filed with the minutes of this meeting. Mr. Langrock, kindly present your preliminary report. James.
The proxies received have been examined, and I report that a quorum is present, and this meeting may now proceed with its business.
Thanks, James. In order to expedite the flow of business at this meeting, we intend to adhere to the following procedures. Each of the matters to be discussed and acted upon by the Stockholders today will be moved, seconded, and discussed in the order set forth in the proxy statement. The actual vote on each item, however, will be deferred until all of the matters to be acted upon have been discussed. We have three agenda items this morning. The first is the election of directors. The second is the ratification of the appointment of BDO USA, P.C. as the company's independent registered public accountants for the fiscal year ending June 28, 2026.
And the third is the approval of an amendment to the 2003 Long-Term Incentive and Share Award Plan as amended and restated as of October 15, 2020, and amended as of October 3, 2023, to increase the authorized shares. The first matter to be voted upon is the election of each of the nine directors to serve until the 2026 Annual Meeting or until their successors are duly elected and qualified. Nominations are now in order for candidates for directors. The current Board of Directors favors the election of each of the following individuals who are standing for election to serve as directors: Celia R. Brown, Dina Colombo, Eugene F. DeMark, Adam Hanft, Shaun Palmer, Christina Shim, and Larry Zarin.
I move to nominate each of Celia Brown, Dina Colombo, Eugene F. DeMark, Adam Hanft, Shaun Palmer, Christina Shim, and Larry Zarin for election as directors.
I second the motion.
I move to nominate James McCann and Christopher McCann for election as directors.
I second the motion.
The motion to nominate each of the company's nine directors to serve until the 2026 Annual Meeting or until their successors are duly elected and qualified has been made and seconded. The second order of business concerns the proposal to ratify the Board of Directors' appointment of BDO USA, P.C. as the company's independent registered public accounting firm for the fiscal year ending June 28, 2026.
I move that the appointment of BDO USA, P.C. as the company's independent registered public accounting firm for the fiscal year ending June 28, 2026, be ratified.
I second the motion.
A motion has been made and seconded to ratify the Board of Directors' appointment of BDO USA, P.C. The third order of business concerns the proposal to approve the amendment to the 2003 Long-Term Incentive and Share Award Plan as amended and restated as of October 15, 2020, and amended as of October 3, 2023, to increase the total number of shares for issuance thereunder by 5 million shares.
I move that the amendment to the 2003 Long-Term Incentive and Share Award Plan as amended and restated as of October 15, 2020, and amended as of October 3, 2023, to increase the authorized shares be approved.
I second that motion.
The motion has been made and seconded to approve the amendment to the 2003 Long-Term Incentive and Share Award Plan as amended and restated as of October 15, 2020, and amended as of October 3, 2023, to increase the authorized shares. We will now proceed to vote on the previously discussed motions. The polls for voting on each matter to be voted on at this time are open online, and you will be able to vote until the polls close momentarily.
I now declare the polls closed, and as the Inspector of Elections, we report on the results of the voting. Based upon the proxy holders and stockholder votes, all those persons nominated for the Board of Directors have been elected to serve as a director of the company until the 2026 Annual Meeting or until their successors are duly elected and qualified. The proposal to ratify BDO USA, P.C. as the company's independent registered public accounting firm for the company's fiscal year ending June 28, 2026, has been approved. And the proposal to approve the amendment to the 2003 Long-Term Incentive and Share Award Plan as amended and restated as of October 15, 2020, and amended as of October 3, 2023, to increase the authorized shares has been approved.
Thank you. That concludes the business portion of the meeting today. I will now turn the meeting over to Jim McCann.
Thank you, Michael. At this time, we would like to address questions specifically related to the business of the meeting from our Stockholders that were submitted prior to the closing of the polls in accordance with our Rules of Conduct. Are there any questions?
No questions.
As there are no questions that were submitted prior to the closing of the polls, I move that the meeting be adjourned. May I have a second?
I second the motion.
This concludes our 2025 Annual Meeting of the Stockholders. Thank you for attending, and have a happy holiday.
This now concludes the meeting. Thank you for joining, and have a pleasant day.