Edgar Filing: 1 800 FLOWERS COM INC

proxy.htm

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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1-800-FLOWERS.COM, Inc.

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1-800-FLOWERS.COM, INC.

One Old Country Road

Carle Place, New York 11514

Notice of Annual Meeting of Stockholders

December 8, 2014

The Annual Meeting of Stockholders (the “Annual Meeting”) of 1-800-FLOWERS.COM, Inc. (the “Company”) will be held at One Old Country Road, Carle Place, New York 11514, Fourth Floor Conference Room (the “Meeting Place”), on Monday, December 8, 2014 at 9:00 a.m. eastern standard time, or any adjournment thereof, for the following purposes, as more fully described in the Proxy Statement accompanying this notice:

(1) To elect three Directors to serve until the 2017 Annual Meeting or until their respective successors shall have been duly elected and qualified; and

(2) To ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending June 28, 2015;

(3) Advisory vote on executive compensation; and

(4) To transact such other matters as may properly come before the Annual Meeting.

Only stockholders of record at the close of business on October 13, 2014 will be entitled to notice of, and to vote at, the Annual Meeting. A list of stockholders eligible to vote at the Annual Meeting will be available for inspection at the Annual Meeting, and for a period of ten days prior to the Annual Meeting, during regular business hours at the Meeting Place.

All stockholders are cordially invited to attend the Annual Meeting in person. Whether or not you expect to attend the Annual Meeting, your proxy vote is important. To assure your representation at the Annual Meeting, you are urged to cast your vote, as instructed in the Notice of Internet Availability of Proxy Materials, over the Internet or by telephone as promptly as possible. If you received a copy of the proxy materials by mail, you may sign, date and mail the proxy card in the envelope provided. Any stockholder of record attending the Annual Meeting may vote in person, even if he or she has voted over the Internet, by telephone or returned a completed proxy card. You may revoke your proxy at any time prior to the Annual Meeting. If you attend the Annual Meeting and vote by ballot, your proxy will be revoked automatically and only your vote at the Annual Meeting will be counted.

By Order of the Board of Directors

/s/ Gerard M. Gallagher

Gerard M. Gallagher

Corporate Secretary

Carle Place, New York

October 27, 2014

YOUR VOTE IS EXTREMELY IMPORTANT. YOU ARE URGED TO VOTE BY TELEPHONE OR INTERNET AS PROMPTLY AS POSSIBLE. ALTERNATIVELY, IF YOU RECEIVED A PAPER PROXY CARD BY MAIL, YOU MAY COMPLETE, SIGN AND RETURN THE PROXY CARD BY MAIL.

1-800-FLOWERS.COM, INC.

PROXY STATEMENT

October 27, 2014

This Proxy Statement is furnished to stockholders of record of 1-800-FLOWERS.COM, Inc. (the “Company”) as of October 13, 2014 (the “Record Date”) in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board of Directors” or the “Board”) for use at the Annual Meeting of Stockholders (the “Annual Meeting”) which will be held at One Old Country Road, Carle Place, New York 11514, Fourth Floor Conference Room (the “Meeting Place”), on Monday, December 8, 2014 at 9:00 a.m. eastern standard time or any adjournment thereof.

In accordance with rules and regulations adopted by the Securities and Exchange Commission, instead of mailing a printed copy of our proxy materials to every stockholder, we are now furnishing proxy materials to our stockholders on the Internet. If you received a Notice of Internet Availability of Proxy Materials by mail, you may not receive a printed copy of the proxy materials other than as described below. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notice of Internet Availability of Proxy Materials also instructs you as to how you may submit your proxy by telephone or over the Internet. If you received a Notice of Internet Availability of Proxy Materials by mail and did not receive proxy materials by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.

The Securities and Exchange Commission’s rules permit us to deliver a single Notice or set of Annual Meeting materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one proxy statement and annual report to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the Notice or Annual Meeting materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the proxy statement or annual report, contact Broadridge Financial Solutions, Inc. at 1.800.542.1061 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future Notices, proxy statements and annual reports for your household, please contact Broadridge at the above phone number or address.

Shares cannot be voted at the Annual Meeting unless the owner is present in person or by proxy. All properly executed and unrevoked proxies in the accompanying form that are received in time for the Annual Meeting will be voted at the Annual Meeting or any adjournment thereof in accordance with instructions thereon, or if no instructions are given, will be voted “FOR” the election of the named nominees as Directors of the Company, “FOR” the ratification of the appointment of BDO USA, LLP, as the Company’s independent registered public accounting firm, for the fiscal year ending June 28, 2015 and “FOR” the approval of the executive compensation and will be voted in accordance with the discretion of the person appointed as proxy with respect to other matters which may properly come before the Annual Meeting. Any person giving a proxy may revoke it by written notice to the Company at any time prior to the exercise of the proxy. In addition, although mere attendance at the Annual Meeting will not revoke the proxy, a stockholder who attends the Annual Meeting may withdraw his or her proxy and vote in person. Abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum for the transaction of business at the Annual Meeting. Abstentions will be counted in tabulations of the votes cast on each of the proposals presented at the Annual Meeting, whereas broker non-votes will not be counted for purposes of determining whether a proposal has been approved.

The Annual Report of the Company (which does not form a part of the proxy solicitation materials) is being made available on www.proxyvote.com concurrently herewith to stockholders.

The mailing address of the principal executive office of the Company is One Old Country Road, Suite 500, Carle Place, New York 11514. It is anticipated that the Notice of Internet Availability of Proxy Materials is first being sent to stockholders on or about October 27, 2014. The proxy statement and form of proxy relating to the 2014 Annual Meeting is first being made available to stockholders on or about October 27, 2014.

VOTING SECURITIES

The Company has two classes of voting securities issued and outstanding, its Class A common stock, par value $0.01 per share (the “Class A Common Stock”), and its Class B common stock, par value $0.01 per share (the “Class B Common Stock”, and together with the Class A Common Stock, the “Common Stock”), which generally vote together as a single class on all matters presented to the stockholders for their vote or approval. At the Annual Meeting, each stockholder of record at the close of business on October 13, 2014 of Class A Common Stock will be entitled to one vote for each share of Class A Common Stock owned on that date as to each matter presented at the Annual Meeting and each stockholder of record at the close of business on October 13, 2014 of Class B Common Stock will be entitled to ten votes for each share of Class B Common Stock owned on that date as to each matter presented at the Annual Meeting. On October 13, 2014, 27,108,745 shares of Class A Common Stock and 36,845,465 shares of Class B Common Stock were outstanding. A list of stockholders eligible to vote at the Annual Meeting will be available for inspection at the Annual Meeting, and for a period of ten days prior to the Annual Meeting, during regular business hours at the Meeting Place.

METHODS OF VOTING

Stockholders can vote in person at the Annual Meeting or by proxy. There are three ways to vote by proxy:

· By Telephone -- You can vote by telephone by calling 1.800.690.6903

· By Internet -- You can vote over the Internet at www.proxyvote.com by following the instructions on the proxy card; or

· By Mail -- If you received your proxy materials by mail, you can voteby mail by signing, dating and mailing the enclosed proxy card.

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. (EDT) on December 7, 2014.

PROPOSAL 1

ELECTION OF DIRECTORS

Unless otherwise directed, the persons appointed in the accompanying form of proxy intend to vote at the Annual Meeting “FOR” the election of the nominees named below as Class III Directors of the Company to serve until the 2017 Annual Meeting or until their successors are duly elected and qualified. If a nominee is unable to be a candidate when the election takes place, the shares represented by valid proxies will be voted in favor of the remaining nominees. The Board of Directors does not currently anticipate that either of the nominees will be unable to be a candidate for election.

Pursuant to the Company’s Third Amended and Restated Certificate of Incorporation, the Board of Directors has been divided into three classes, denominated Class I, Class II and Class III, with members of each class holding office for staggered three-year terms or until their respective successors are duly elected and qualified. The Board of Directors currently consists of nine members, three of whom are Class III Directors and each of whose term expires at the Annual Meeting. The Class III Directors are Messrs. James F. McCann, Christopher G. McCann and Larry Zarin. Each of such Class III Directors is a nominee for election. The Class I Directors are Ms. Geralyn R. Breig and Messrs. Lawrence Calcano and James A. Cannavino, whose terms expire at the 2015 Annual Meeting. The Class II Directors are Messrs. Eugene DeMark, Leonard Elmore and Sean Hegarty, whose terms expire at the 2016 Annual Meeting. At each Annual Meeting, the successors to the Directors whose terms have expired are elected to serve from the time of their election and qualification until the third Annual Meeting following their election or until a successor has been duly elected and qualified. The Company’s Third Amended and Restated Certificate of Incorporation authorizes the removal of Directors under certain circumstances.

The affirmative vote of a plurality of the Company’s outstanding common stock present in person or by proxy at the Annual Meeting is required to elect the nominees for Directors.

Information Regarding Nominees for Election as Directors (Class III Directors)

The following information with respect to the principal occupation or employment, other affiliations and business experience of each of the three nominees during the last five years has been furnished to the Company by such nominee.

Christopher G. McCann, age 53, has been the Company’s President since September 2000 and prior to that had served as the Company’s Senior Vice President and was the President of the Consumer Floral Brand from July, 2010 until October 2013. Mr. McCann has been a Director of the Company since inception. Mr. McCann is a member of the Board of Trustees of Marist College and the Advisory Board of Likeable Media. He is the Vice Chairman of the Board of Directors of IGHL. Christopher G. McCann is the brother of James F. McCann, the Company’s Chairman of the Board and Chief Executive Officer.

Due to Mr. C. McCann’s various positions within the Company over the course of 20+ years, he brings to the Board a unique insight into the day-to-day operations of the Company and its subsidiaries as well as its strategic vision. In addition, his prior service on other public company boards of directors provide the Board with valuable board-level experience. We believe these experiences, qualifications, attributes and skills qualify him to serve as a member of our Board of Directors.

James F. McCann, age 63, is the founder of the Company and has served as the Company’s Chairman of the Board and Chief Executive Officer since inception. Mr. McCann has been in the floral industry since 1976 when he began a retail chain of flower shops in the New York metropolitan area. Mr. McCann is the non-executive Chairman of the Board of Directors of Willis Holdings Group and serves as a member of its Nominating and Corporate Governance Committee. Mr. McCann is also a member of the Board of Directors of The Scotts Miracle Gro Company. James F. McCann is the brother of Christopher G. McCann, a Director and the President of the Company.

As the Company’s Chairman of the Board and Chief Executive Officer since inception Mr. J. McCann brings to the Board his deep understanding of the Company’s strategic business goals and extensive experience with both Company and industry-specific opportunities and challenges. Mr. J. McCann’s current and prior service on other public company boards of directors and their committees provide the Board with valuable board-level experience. We believe these experiences, qualifications, attributes and skills qualify him to serve as a member of our Board of Directors.

Larry Zarin, age 60, has been a director of the Company since March 2009. Mr. Zarin was Senior Vice President and Chief Marketing Officer for Express Scripts, a Fortune 25 company whose goal is to make the use of prescription drugs safer and more affordable, until his retirement in July 2013. He joined Express Scripts in 1996 and during his tenure, he had a leading role in the successful integration of the company’s numerous major acquisitions, including, the $29.1 billion acquisition of Medco. Mr. Zarin was responsible for corporate communications and marketing and is a frequent speaker at industry conferences and events. Before joining Express Scripts, Mr. Zarin headed a St. Louis consulting firm. Mr. Zarin is also a Director of several not-for-profit organizations.

Mr. Zarin has extensive product and brand marketing and business leadership skills from his career at Express Scripts. He also has experience overseeing and integrating merger and acquisition transactions at an executive level. We believe these experiences, qualifications, attributes and skills qualify him to serve as a member of our Board of Directors.

Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR” the election of the Class III directors.

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF MESSRS. J.McCANN, C. McCANN AND ZARIN AS CLASS III DIRECTORS TO SERVE IN SUCH CAPACITY UNTIL THE 2017 ANNUAL MEETING.

INFORMATION REGARDING DIRECTORS WHO ARE NOT NOMINEES FOR ELECTION AT THIS ANNUAL MEETING

The following information with respect to the principal occupation or employment, other affiliations and business experience during the last five years of each Director who is not a nominee for election at this Annual Meeting has been furnished to the Company by such Director.

Geralyn R. Breig, age 52, has been a Director of the Company since January 2012. Ms. Breig has served as President of Clarks, Americas Region, a division of the global, privately held footwear company C & J Clark Ltd. headquartered in England since March 2014. Prior to Clarks she worked for Avon Products Inc. where she served as Senior Vice President and President of Avon North America and General Manager of Avon USA from 2008 to 2011. Prior to that, she was Senior Vice President & Brand President of Avon’s Global Marketing Business Unit from 2005-2008. Ms. Breig held several executive positions at the Campbell Soup Company from 1995 to 2005. She began her career in brand management for the Beauty Care Division at The Procter & Gamble Company and from 1986 to 1995, she held several managerial positions at Kraft Foods, Inc. Ms. Breig is currently a Director of Welch Foods Inc. since 2012 where she is a member of the Audit and Nominating and Governance committees. Ms. Breig also sits on the Board of Trustees of the Villa Maria School in Stamford, CT (a not-for-profit organization). She was a director of the Avon Foundation from 2008 until 2011 and served as a director and executive committee member for the Personal Care Products Council from 2008 to 2011.

Ms. Breig’s career has focused on brand and product management at the management and executive level. She provides the Board with a brand management strategy, executive management experience and operational insights. We believe these experiences, qualifications, attributes and skills qualify her to serve as a member of our Board of Directors.

Lawrence Calcano, age 51, has been a Director of the Company since December 2006. Since January 2014, Mr. Calcano is one of the managing partners of iCapital Network where he is responsible for the investor network and business development. Previously he was the Founder of i1 Biometrics, Inc., an information and technology company focused on the Sports and Military markets devoted to developing protection and performance products, and was its Chief Executive Officer from inception in July 2012 until its relocation to Seattle in October 2013. Mr. Calcano was the Chairman of Bite Tech, Inc. from January 2012 until July 2012 and was Chief Executive Officer from January 2010 until July 2012. Mr. Calcano was the founder and Chief Executive Officer of Calcano Capital Advisors, Inc., an advisory and investment firm focusing on the broad technology industry, established in June 2007 until January 2010. From 1990 to June 2007, Mr. Calcano was employed by Goldman, Sachs & Co, most recently serving as the co-head of the firm’s Global Technology Banking Group from 2002 until June 2007 and as the Co-COO of that group from 1997 to 2002. Mr. Calcano was previously a Director of the Company from July 1999 to December 2003.

Mr. Calcano’s knowledge of the technology industry and investment and transactional experience across all of the sub-sectors of technology, including software, the internet, communications equipment, service and semiconductors, having worked on many transactions within all of these sectors provides the Board with valuable knowledge and insight in the areas of e-commerce and technology as well as operational experience gained in his executive level positions at Goldman, Sachs & Co. We believe these experiences, qualifications, attributes and skills qualify him to serve as a member of our Board of Directors.

James Cannavino, age 70, has been a Director of the Company since June 2007. Mr. Cannavino served as Chairman of the Board of Direct Insite from 2000 through 2011 and was Chief Executive Officer from December 2002 until May 2011. He continues to serve as a director. Direct Insite is a global provider of financial supply chain automation across procure-to-pay and order-to cash business processes. From September 1997 through April 2000, he was elected non-executive Chairman of Softworks, Inc. (a wholly owned subsidiary of Direct Insite, formerly Computer Concepts), which went public and was later sold to EMC. Mr. Cannavino was also the Chief Executive Officer and Chairman of the Board of Directors of Cybersafe, Inc., a company specializing in network security. Prior to Cybersafe, Mr. Cannavino was hired as President and Chief Operating Officer of Perot Systems Corporation; he was elected to serve as Chief Executive Officer through July 1997. Mr. Cannavino retired from IBM in 1995, a career that spanned 30 years, where he was Senior Vice President for Strategy and Business Development. Mr. Cannavino presently serves on the Boards of the National Center for Missing and Exploited Children and is the immediate past Chairman of The International Center for Missing and Exploited Children. He is a past chairman of the Board of Marist College in Poughkeepsie, New York and continues to serve on that board.

Mr. Cannavino’s numerous years of experience in executive level positions in the technology industry provides the Board with a wealth of valuable insight and knowledge regarding business strategy, operational and management experience in the technology industry. We believe these experiences, qualifications, attributes and skills qualify him to serve as a member of our Board of Directors.

Eugene DeMark, age 67, has been a Director of the Company since January 2012. Mr. DeMark worked for KPMG LLP, a global professional services firm, from June 1969 until his retirement in October 2009. He served as the Advisory Northeast Area Managing Partner at KPMG from October 2005 until his retirement. During his career with KPMG, he served in various leadership positions including Area Managing Partner of the Information, Communications and Electronics Practice as well as Managing Partner of the firm’s Long Island office. While on special assignment at KPMG he worked on the research staff of the Commission on Auditors Responsibilities (the predecessor of the Treadway Commission) that was formed to assess increases in fraudulent financial reporting and developed KPMG’s first study guide on SEC reporting. Since his retirement, Mr. DeMark has been an independent consultant. Mr. DeMark has served on the Board of Directors of BankUnited, Florida’s largest independent bank, since 2010 and is the chair of the Audit and Risk Committee. He also serves on the Governance and Compensation committees of the Bank’s Board and is the Lead Director. He is a Certified Public Accountant in the State of New York.

As a result of Mr. DeMark’s professional experience and 40 year career with one of the leading professional services firm, he provides the Board with financial expertise, experience in risk management and executive managerial experience. Mr. DeMark qualifies as an audit committee financial expert and is financially sophisticated within the meaning of the NASDAQ Stock Market Rules. We believe these experiences, qualifications, attributes and skills qualify him to serve as a member of our Board of Directors.

Leonard J. Elmore, age 62, has been a Director of the Company since October 2002. Mr. Elmore has been a NCAA commentator for CBS Sports and ESPN for over 25 years. Mr. Elmore was the Chief Executive Officer of iHoops, the official youth basketball initiative of the NCAA and NBA from May 2010 until October 2011 and served as a Board Member from its inception in April 2009 until May 2010. Prior to joining iHoops, he was a Partner with the law firm of Dreier LLP in its New York City headquarters from September 2008 until February 2009. Prior to his employment with Dreier LLP in September, 2008, Mr. Elmore served as Senior Counsel with Dewey & LeBoeuf from October 2004 until March 2008. Prior thereto, Mr. Elmore served as the President of Test University, a leading provider of internet-delivered learning solutions for pre-college students, from 2001 to 2003. Mr. Elmore has served on the Board of Directors of Lee Enterprises, Inc. since February 2007 and is currently a member of their Audit Committee. Mr. Elmore continues to fulfill his commitment to public service as a Commissioner on the John and James L. Knight Foundation’s Knight Commission on Intercollegiate Athletics.

Mr. Elmore’s career has spanned many different sectors from the diverse public service sectors to law firm experience. He provides the Board a wealth of business strategy, operational and management experience. We believe these experiences, qualifications, attributes and skills qualify him to serve as a member of our Board of Directors.

Sean Hegarty, age 57, has been a Director of the Company since January 2014. Mr. Hegarty worked for Forbes Family Holdings, Inc. and its subsidiary, Forbes Media LLC from 1987 until 2011. Mr. Hegarty joined Forbes as the director of taxes, became the vice president of finance in 1998 and in 2003 he became the Executive Vice President and Chief Financial Officer until he left the company in 2011. Currently, Mr. Hegarty is the managing partner of his own financial and tax planning consulting firm, Hegarty & Company. Mr. Hegarty began his career in 1979 with Ernst & Young LLP.

As a result of Mr. Hegarty’s professional experience, he provides the Board with financial expertise, experience in risk management and executive managerial experience. We believe these experiences, qualifications, attributes and skills qualify him to serve as a member of our Board of Directors.

Board Leadership Structure

Mr. J. McCann serves as both our Chairman of the Board and our Chief Executive Officer. The Board has no policy that requires the combination or separation of the roles of Chairman and Chief Executive Officer. At this time, the Board believes that Mr. J. McCann is the director best suited to serve as Chairman of the Board. As the founder of the Company, he is most familiar with the Company’s business and industry. He is uniquely situated to identify strategic priorities and to lead the Board in discussions regarding strategy and business planning and operations. The Board believes that Mr. J. McCann’s dual role allows for a unified leadership and direction for the Board and the Company’s executive management team. In addition, his service on other public company boards of directors and their committees provide the Board with valuable board-level experience. The Company does not currently have a lead independent director.

Board Oversight of Risk Management

The Board of Directors, as a whole and through its committees, oversees the Company’s risk management process, including operational, financial, legal, strategic, marketing and brand reputation risks. The Audit Committee assists the Board in the oversight of the risk management process. In addition, the Board is guided by management presentations at Board meetings and throughout the fiscal year that serve to provide visibility to the Board about the identification, evaluation and management of risks the Company is facing as well as how to mitigate such risks.

Information about the Board and its Committees

Each of our Directors, other than Messrs. James F. McCann and Christopher G. McCann, qualifies as an “independent director” as defined under the published listing requirements of the NASDAQ Stock Market. The NASDAQ independence definition includes a series of objective tests. For example, an independent director may not be employed by us and may not engage in certain types of business dealings with the Company. In addition, as further required by NASDAQ rules, the Board has made a subjective determination as to each independent Director that no relationship exists which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a Director. In making these determinations, the Board reviewed and discussed information provided by the Directors and by the Company with regard to each Director’s business and personal activities as they may relate to the Company and the Company’s management. In addition, as required by NASDAQ rules, the Board determined that the members of the Audit Committee each qualify as “independent” under special standards established by NASDAQ and the U.S. Securities and Exchange Commission (the “Commission”) for members of audit committees. The Board does not have a formal policy with respect to diversity. The Board and Nominating and Corporate Governance Committee believe that it is critical for the Directors to have varying points of view, with a broad spectrum of experience, education, skills, backgrounds, professional and life experience that when viewed as the collective group, provide an ample blend of perspectives to allow the Board to fulfill its duties to the long-term interests of the Company’s shareholders.

The table below provides current membership and meeting information for each of the Board committees for Fiscal 2014.

Current Membership:

Directors

Audit

Committee

Compensation Committee

Nominating and Corporate Governance Committee

Secondary Compensation Committee

James F. McCann

Christopher G. McCann

Geralyn R. Breig

Lawrence Calcano

James Cannavino

Eugene F. DeMark

Leonard J. Elmore

Sean Hegarty

Larry Zarin

Total Meetings in Fiscal 2014

___________________

*	Committee Chairperson

Audit Committee

The Audit Committee of the Board of Directors reports to the Board regarding the appointment of the Company’s independent registered public accountants, the scope and results of its annual audits, compliance with accounting and financial policies and management’s procedures and policies relative to the adequacy of internal accounting controls. The Company’s Board of Directors adopted a written charter for the Audit Committee in January 2000, as amended in August 2003, which outlines the responsibilities of the Audit Committee. A current copy of the charter of the Audit Committee is available on our website located at www.1800flowers.com under the Investor Relations section of the website.

Each member of the Audit Committee is “financially literate” as required by NASDAQ rules. The Audit Committee also includes at least one member, Eugene DeMark, who was determined by the Board to meet the qualifications of an “audit committee financial expert” in accordance with Commission rules and to meet the qualifications of “financial sophistication” in accordance with NASDAQ rules. Stockholders should understand that these designations relate to our Audit Committee members’ experience and understanding with respect to certain accounting and auditing matters and do not impose upon any of them any duties, obligations or liabilities that are greater than those generally imposed on a member of the Audit Committee or of the Board.

Compensation Committee

The Compensation Committee of the Board of Directors establishes the Company’s compensation philosophy and makes a final determination on all forms of compensation to be provided to the Company’s Section 16 Executive Officers (“Executive Officers”), including base salary and the provisions of the Sharing Success Program under which annual incentive compensation may be awarded. In addition, the Compensation Committee administers the Company’s 2003 Long Term Incentive and Share Award Plan (“2003 Plan”) under which option grants, stock appreciation rights, restricted awards, performance awards and equity awards may be made to Directors, officers, employees of, and consultants to, the Company and its subsidiaries. See “Named Executive Officer Compensation—Compensation Discussion and Analysis—Sharing Success Program and Long-Term Incentive Equity Awards.” The Board of Directors has authorized a Secondary Committee of the Compensation Committee (the “Secondary Committee”), which consists of Mr. James F. McCann, to also review awards for all of the Company’s employees, other than its Executive Officers. The Compensation Committee also makes recommendations to the Board of Directors regarding Directors’ compensation. The Company’s Board of Directors adopted a written charter for the Compensation Committee in June 2003, as amended in June 2013, which outlines the responsibilities of the Compensation Committee. All of the members of the Company’s compensation committee are independent directors and have never been employees of the Company. A current copy of the charter of the Compensation Committee is available on our web site located at www.1800flowers.com under the Investor Relations section of the website.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for the oversight of the evaluation of the Board of Directors, including its size and composition; it reviews and reassesses the adequacy of corporate governance guidelines and practices and develops and recommends to the Board the Company’s corporate governance guidelines and practices; and identifies and evaluates individuals qualified to become Board members and recommends to the Board, Director nominees for election and re-election. The Nominating and Corporate Governance Committee will consider recommendations for prospective nominees for the Board from other members of the Board, management and others, including Stockholders, and may employ third-party search firms. The Company’s Board of Directors adopted a written charter for the Nominating and Corporate Governance Committee in June 2003, which outlines the responsibilities of the Committee. A current copy of the charter of the Nominating and Corporate Governance Committee is available on our website located at www.1800flowers.com under the Investor Relations section of the website.

Compensation Committee Interlocks and Insider Participation

No interlocking relationships exist between the Board of Directors or the Compensation Committee and the Board of Directors or the compensation committee of any other company, nor has any such interlocking relationship existed in the past. No member of the Compensation Committee was an officer or employee of the Company at any time during Fiscal 2014.

Communication with Board of Directors

The Nominating and Corporate Governance Committee, on behalf of the Board, reviews letters from stockholders concerning the Company’s Annual Meeting of Stockholders and governance process, including recommendations of director candidates, and makes recommendations to the Board based on such communications. Stockholders can send communications to the Board and to the non-management Directors by mail in care of the Corporate Secretary at One Old Country Road, Suite 500, Carle Place, NY 11514, Attention: Gerard M. Gallagher, and should specify the intended recipient or recipients. All such communications, other than unsolicited commercial solicitations or communications, will be forwarded to the appropriate Director or Directors for review. Any such unsolicited commercial solicitation or communication not forwarded to the appropriate Director or Directors will be available to any non-management Director who wishes to review it.

Attendance at Meetings

During Fiscal 2014, the Board of Directors held four meetings and acted by unanimous written consent on four occasions. During Fiscal 2014, all incumbent Directors attended at least 75 % of the meetings of the Board of Directors and the meetings held by all committees of the Board of which they were a member. We expect Messrs. J. McCann and C. McCann, and no other directors, to attend the Annual Meeting; Messrs. J. McCann, C. McCann and DeMark, and no other directors, attended last year’s Annual Meeting of the Stockholders.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (“Exchange Act”) requires our Executive Officers and Directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Commission. Executive Officers, Directors, and greater than 10% stockholders are required by Commission regulations to furnish us with copies of all reports they file pursuant to Section 16(a).

Based on a review of the copies of such reports furnished to us, we believe that all Section 16(a) filing requirements applicable to our Executive Officers, Directors and greater than 10% stockholders have been satisfied for Fiscal 2013 except that Arnie Leap inadvertently filed a late Form 3 and Mark Nance inadvertently filed a late Form 4.

Compensation of Directors

In fiscal 2014, which ended on June 29, 2014, non-employee members of the Company's Board of Directors received the following compensation:

Annual retainer of $30,000 payable in quarterly installments on each of the Board of Director's four regularly scheduled Board meetings during the calendar year following the Annual Meeting of Shareholders (the "Shareholders Meeting") held in the prior year. (Prior to December 13, 2013, an annual retainer of $30,000 was paid to each non-employee Director on the date of the Shareholders Meeting.)

An additional fee to the Chairpersons of the Board's Committees for their services, payable quarterly on each of the four regularly scheduled Board meetings during the calendar year following the Shareholders Meeting:

(a) Audit Committee Chairman - $20,000 (prior to December 13, 2013, the Audit Committee Chairman's fee was $10,000),

(b) Compensation Committee Chairman - $10,000 (prior to December 13, 2013, the Compensation Committee Chairman's fee was $5,000) and

(c) Nominating and Corporate Governance Committee Chairman - $7,500 (prior to December 13, 2013, the Nominating and Corporate Governance Committee Chairman's fee was $5,000).

On the date of the Shareholders Meeting, each non-employee Director receives shares of the Company's Class A Common Stock equal to a value of $20,000. The actual number of shares is determined by the closing price of the shares on the date of the Shareholders Meeting (the "Grant Date"). These shares fully vest on the first anniversary of the Grant Date.

Any Director joining the Board, or becoming a Chairperson of one of the above Committees, in a given year following the Shareholders Meeting receives a pro-rata share of the compensation provided for above.

Board members are reimbursed for reasonable travel and lodging expenses associated with attendance at any Board or Committee meeting.

The following table includes information about compensation paid to our non-employee directors for the fiscal year ended June 29, 2014:

													Value and
					Fees								Nonqualified
	Annual		Committee		Earned						Non-Equity		Deferred
	Cash		Chairman		or Paid in		Stock		Option		Incentive Plan		Compensation		All Other
	Retainer		Fees		Cash (1)		Awards (2)		Awards (3)		Compensation		Earnings		Compensation		Total
Name	($)		($)		($)		($)		($)		($)		($)		($)		($)

Geralyn R. Breig		30,000		-		30,000		20,000		-		-		-		-		50,000
Lawrence Calcano		30,000		-		30,000		20,000		-		-		-		-		50,000
James A. Cannavino		30,000		7,500		37,500		20,000		-		-		-		-		57,500
Eugene F. DeMark (4)		30,000		10,000		40,000		20,000		-		-		-		-		60,000
Leonard J. Elmore		30,000		6,250		36,250		20,000		-		-		-		-		56,250
Sean Hegarty (5)		30,000				30,000		18,333		-		-		-		-		48,333
Larry Zarin		30,000		-		30,000		20,000		-		-		-		-		50,000

(1)	Total Fees Earned or Paid in Cash combines the amounts in the two preceding columns.

(2)

Stock awards reflect the aggregate grant date fair value of restricted stock awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation — Stock Compensation." The aggregate grant date fair value for restricted stock awards is calculated by multiplying the number of restricted stock awards by the closing market price of the Common Stock on the date the restricted stock awards are credited to a director’s account. 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 June 29, 2014.

On the date of each Annual Meeting, each Independent Director receives shares of the Company's Class A Common Stock equal to a value of $20,000. The actual number of shares is determined by the closing price of the shares on the date of the Annual Meeting (the “Grant Date”). These shares fully vest on the first anniversary of the Grant Date. Shares granted on or after December 13, 2013 fully vest on the first anniversary of the Grant Date, whereas shares granted prior to December 13, 2013 vest ratably over 3 years from the Grant Date.

Compensation information on James F. McCann and Christopher G. McCann, who are Directors, as well as Executive Officers of the Company, is contained under the section titled "Executive Compensation and Other Information - Summary Compensation Table."

(3)	No stock options were granted in fiscal 2014.

(4)	Mr. DeMark was appointed Audit Committee Chairman on December 13, 2013.

(5)	Mr. Hegarty was appointed to the Board of Directors on January 15, 2014.

As of June 29, 2014, each non-employee director of the Company held the following aggregate number of option awards and unvested stock awards:

	Unvested	Option
	Stock	Awards
	Awards	Outstanding
Name	(#)	(#)
Geralyn R. Breig	10,465	-
Lawrence Calcano	10,897	40,000
James Cannavino	10,897	30,000
Eugene R. DeMark	10,465	-
Leonard J. Elmore	10,897	53,234
Sean Hegarty	3,616	-
Larry Zarin	10,897	10,000

EXECUTIVE COMPENSATION AND OTHER INFORMATION

The following individuals were serving as Executive Officers of the Company on October 13, 2014:

Name	Age	Position with the Company
James F. McCann	63	Chairman of the Board and Chief Executive Officer
Christopher G. McCann	53	Director and President, 1-800-Flowers.com, Inc.
William E. Shea	55	Senior Vice President, Chief Financial Officer
Gerard M. Gallagher	61	General Counsel, Senior Vice President, Corporate Secretary
Arnie Leap	46	Senior Vice President and Chief Information Officer
David Taiclet .	51	President, Gourmet Food & Gift Baskets
Thomas Hartnett	51	President, Consumer Floral
Mark L. Nance	64	President, BloomNet

Information Concerning Executive Officers Who Are Not Directors

William E. Shea has been our Senior Vice President and Chief Financial Officer since September 2000. Before holding his current position, Mr. Shea was our Vice President of Finance and Corporate Controller after joining us in April 1996. From 1980 until joining us, Mr. Shea was a certified public accountant with Ernst & Young LLP.

Gerard M. Gallagher has been our General Counsel, Senior Vice President and Corporate Secretary since August 1999 and has been providing legal services to the Company since its inception. Mr. Gallagher is the founder and a managing partner in the law firm of Gallagher, Walker, Bianco and Plastaras, LLP based in Mineola, New York, specializing in corporate, litigation and intellectual property matters since 1993. Mr. Gallagher is duly admitted to practice before the New York State Courts and the United States District Courts of both the Eastern District and Southern District of New York.

Arnie Leap has been the Company’s Chief Information Officer since November 2013. Mr. Leap served as the Executive Vice President and Chief Technology Officer for Direct Insite Corp. from November 2000 until joining the Company. Mr. Leap served in various positions with Direct Insite, including the Executive Vice President Channel Sales and Executive Vice President Sales and Marketing. Mr. Leap's background includes senior management positions with over 20 years experience in the technology sector.

David Taiclet has been our President of Gourmet Food & Gift Baskets since June 2009. Mr. Taiclet served as Chief Executive Officer of Fannie May Confections Brands, Inc. from May 2006 to June 2009. Prior thereto and commencing in 1995, Mr. Taiclet was a co-Founder of a business that ultimately became known as Fannie May Confections Brands, Inc. (formerly Alpine Confections, Inc), a multi-branded and multi-channel retailer, manufacturer, and distributor of confectionery and specialty food products. From May 1991 to January 1995, Mr. Taiclet served in a variety of management positions with Cargill, Inc., including in the Strategy and Business Development Group. Cargill, Inc. is an international marketer, processor and distributor of food, financial and industrial products. Mr. Taiclet also served four years of active duty in the U.S. Army, attaining the rank of Captain.

Thomas Hartnett has been the Company’s President of Consumer Floral since October 2013. Previously, he was the Company's SVP and CFO of the Consumer Floral Brand since April 2010. Mr. Hartnett had previously served as the Company's SVP and COO of the Consumer Floral Brand from June 2006 through April 2010. Prior to this role, Mr. Hartnett was Senior Vice President of Retail and Fulfillment from September 2000. Before holding these positions, Mr. Hartnett held various positions within the Company since joining in 1991, including Controller, Director of Store Operations, Vice President of Retail Operations and Vice President of Strategic Development. Prior to joining the Company, Mr. Hartnett was a certified public accountant with Ernst & Young LLP.

Mark L. Nance has been President of BloomNet since August 2006. Before holding his current position, Mr. Nance was a Senior Vice President, Sales and Marketing for BloomNet after joining us in December 2004. Before joining us, Mr. Nance was an Executive Vice President and General Manager with Teleflora, LLC from November 2000 until June 2004 and held various senior level positions at American Floral Services, Inc. from 1983 to 2000.

Compensation Discussion and Analysis

Compensation Philosophy and Objectives

This section discusses compensation to our Named Executive Officers, which consist of our Chief Executive Officer, our Chief Financial Officer and the three next most highly compensated Executive Officers of the Company, as determined under the rules of the Commission (collectively, the “NEO’s”).

The Compensation Committee believes that the compensation programs for its NEO’s, as well as all of its Executive Officers, should reflect the Company’s performance and the value created for the Company’s stockholders. In addition, the compensation programs should support the short-term and long-term strategic goals and values of the Company and should reward individual loyalty to the Company and contribution to the Company’s success. The Company is engaged in a very competitive industry, and the Company’s success depends upon its ability to attract and retain qualified Executive Officers through the competitive compensation packages it offers to such individuals.

The fundamental policy of the Compensation Committee is to provide the Company’s NEO’s, as well as its Executive Officers, with competitive compensation opportunities based upon their contribution to the development and financial success of the Company. It is the Compensation Committee’s philosophy that a significant portion of each NEO’s and Executive Officer’s compensation should be contingent upon the Company’s financial performance. The Company also acknowledges the importance of attracting and retaining talented, motivated and success-oriented Executive Officers who share our overall corporate philosophy and will enable our Company to achieve its short and long-term goals. Accordingly, the compensation package for each NEO and Executive Officer is comprised of three elements: (i) base salary; (ii) annual incentives and (iii) long-term incentive equity awards.

Guiding Principles:

·	Growth - To create an atmosphere that encourages superior growth and performance of the Company while also offering personal and professional growth.

·	Teamwork - To encourage executives to work together effectively and efficiently so that company goals can be fully realized.

·	Innovation - To encourage and reward creativity and innovation, including the development of new ideas and business opportunities for the Company.

·	Market competitiveness - To offer a strong, comprehensive compensation package that will enable the Company to attract and retain qualified executive talent.

Setting Executive Compensation

We compete for senior executive talent with many leading companies. In order to stay competitive in the marketplace, a critical component of which is the recruitment and retention of executive talent, we periodically review the market competitiveness of our Executive Officer compensation programs. The Compensation Committee also reviews the Company’s recent historical compensation practices for its executives, and considers recommendations from the Chief Executive Officer and President regarding the compensation of their direct reports, who include the other NEO’s.

Elements of Compensation

The Compensation Committee believes that we can maximize the effectiveness of our compensation program by ensuring that all program elements are working in concert to motivate and reward performance. The elements of our executive compensation program are detailed below, together with the principal factors which the Compensation Committee considers in reviewing the components of each Executive Officer’s compensation package. In general, for each compensation element, these factors include: the key role each Executive Officer performs for the Company; the benefit to the Company in assuring the retention of his or her services; the performance of the Company during the past fiscal year; the competitive market conditions for executive compensation; the executive’s prior year compensation; and the objective evaluation of the Executive Officer’s performance. The Compensation Committee may also, however, in its discretion, apply other factors with respect to executive compensation. We believe that our executive compensation program effectively strengthens the mutuality of interests between the Executive Officers and the Company’s stockholders, which results in greater Company performance.

Base Salary. The Compensation Committee views base salary as the assured element of compensation that permits income predictability. Subject to existing employment agreements, our objective is to set base salary levels at the competitive norm. However, individual salaries may be above or below the competitive norm to reflect the strategic role, experience, proficiency and performance of the executive. Incumbents who have been in their positions for a longer period of time, and whose performance is superior, may be paid above the competitive norm. In addition, in the case of seasoned executives with strategic value who are newly hired into the Company, it may be necessary to pay above the competitive norm in order to attract the best candidates to the Company.

The minimum base salaries for Messrs. J. McCann and C. McCann are primarily prescribed in their employment agreements (see below for description of the employment agreements in the “Narrative Disclosure to Summary Compensation Table—Grants of Plan-Based Awards—Employment Agreements”). Annual base salary increases for the NEO’s and other Executive Officers are determined on the basis of the employment agreements (for Messrs. J. McCann, C. McCann), as well as the following factors: the performance of the executive versus job responsibilities; the relationship between current salary and the range for the executive’s level, ranges having been set in part based on the competitive norm in the industry; the average size of salary increase based upon the Company’s financial performance; and whether the responsibilities or criticality of the position of the incumbents have been changed during the preceding year. The weight given to each of these factors may differ from individual to individual as the Compensation Committee deems appropriate. Increases for Fiscal 2014 for Messrs. J. McCann, C. McCann, Shea, Gallagher and Taiclet were 0%, 3.0%, 4.0%, 2.0% and 2.0%, respectively.

Annual Incentive Award. Annual incentive awards play a significant role in the Company’s overall compensation package for its Executive Officers. The annual incentive award for the NEO’s is based upon the Company’s financial performance and, in the case of Messrs. C. McCann and Taiclet, also includes brand specific financial performance. This balance supports the accomplishment of the Company’s overall financial objectives and rewards the individual contributions of our NEO’s. Annual incentive programs for Executive Officers support the following company objectives:

·	Communication of important goals through performance targets that are aligned with business strategies.

·	Motivation for the entire management team to work together toward a common set of goals.

·	Reward executives on the basis of results achieved.

·	Deliver annual incentive opportunities and payments through a structured, performance driven, objective mechanism.

·	Deliver a competitive level of compensation that is fully competitive with industry practice.

NEO’s are eligible to receive annual incentive awards under the Company’s Sharing Success Program.

Sharing Success Program. The Sharing Success Program is intended to cover management positions, including the NEO’s. Each eligible plan participant is assigned a target award (expressed as a percentage of base salary) which represents the level of incentive award the participant can expect to earn in the event all performance measures are achieved at 100% during the ensuing fiscal year. For each fiscal year, specific performance measures are established by the Compensation Committee that reflect the key strategic and business goals established by the business plan for that year. EBITDA as used for purposes of the Sharing Success Program is defined as net income before interest, taxes, depreciation, amortization and stock based compensation expense on a pre-bonus basis, adjusted to exclude the impact of acquisitions and dispositions completed during the fiscal year (“Plan EBITDA”). Modified Free Cash Flow as used for purposes of the Sharing Success Program is defined as Plan EBITDA adjusted for the change in inventory for the fiscal year (“Modified Free Cash Flow”). Brand-specific Plan EBITDA as used for purposes of the Sharing Success Program is defined as EBITDA for the brand less corporate expenses (“Brand-specific Plan EBITDA”). Corporate expenses consist of the Company’s enterprise shared service cost centers, and include, among other items, Information Technology, Human Resources, Accounting and Finance, Legal, and Executive, as well as Stock-Based Compensation. In order to leverage the Company’s infrastructure, these functions are operated under a centralized management platform, providing support services throughout the organization. Brand performance is measured based on segment contribution margin or Brand-specific Plan EBITDA, reflecting only the direct controllable revenue and operating expenses of the segments. Brand-specific Modified Free Cash Flow as used for purposes of the Sharing Success Program is defined as Brand-specific Plan EBITDA adjusted for brand-specific inventory for the fiscal year (“Brand-specific Modified Free Cash Flow”).

For Fiscal 2014, in the case of Messrs. J. McCann and Gallagher, the achievement of Company-wide Plan EBITDA was the performance measure selected for their annual incentive awards. For Mr. Shea, performance measures were the achievement of Company-wide Plan EBITDA and Modified Free Cash Flow. For Mr. C. McCann, performance measures were the aggregate of: (i) the achievement of brand-specific Plan EBITDA, (ii) brand-specific Modified Free Cash Flow, (iii) the achievement of Company-wide Plan EBITDA and (iv) the achievement of Company-wide Modified Free Cash Flow. For Mr. Taiclet, performance measures were the aggregate of: (i) the achievement of brand-specific Plan EBITDA, (ii) brand-specific Modified Free Cash Flow and (iii) the achievement of Company-wide Plan EBITDA. In order for Mr. Taiclet to receive an award related to Company-wide Plan EBITDA, 80% of the brand-specific performance measures must have been achieved.

The following table presents the NEO’s targeted incentive award opportunity, as a percentage of their salary (“target award”), and the performance measures and relative weighting of their components for Fiscal 2014:

	Target			Weighting of Performance Measures
	Award						Company-wide						Brand-specific
Name	(% of Salary)			EBITDA			Modified FCF			Subtotal			EBITDA			Modified FCF			Subtotal			Total


James F. McCann		150.0	%		100.0	%		0.0	%		100.0	%		n/a			n/a			n/a			100.0	%
Chairman of the Board and
Chief Executive Officer

William E. Shea		50.0	%		85.0	%		15.0	%		100.0	%		n/a			n/a			n/a			100.0	%
Senior Vice President, Treasurer,
and Chief Financial Officer

Christopher G. McCann		100.0	%		55.0	%		7.5	%		62.5	%		30.0	%		7.5	%		37.5	%		100.0	%
Director and President
1-800-Flowers.com, Inc. and
President, Consumer Floral

Jerry Gallagher		50.0	%		100.0	%		0.0	%		100.0	%		n/a			n/a			n/a			100.0	%
General Counsel, Senior Vice
President and Corporate Secretary

David Taiclet		50.0	%		25.0	%		0.0	%		25.0	%		60.0	%		15.0	%		75.0	%		100.0	%
President of Gourmet Foods and
Gift Baskets

When Company-wide and/or brand-specific actual results exceed or fall below performance measures, actual awards are proportionately increased or decreased from the target awards. Participants may earn no Company-wide or brand-specific bonus if the threshold performance measures are not met (defined as achievement of 80% of performance measures, resulting in a 50% pay-out of target award) and no participant may be paid an incentive award under the Sharing Success Program in excess of maximum (defined as achievement of 150% of performance measures, resulting in a 200% pay-out of target award), as presented in the table below. In addition, all participants must be actively employed at the time of payment in order to qualify for the award.

Achievement of		Target
Performance		Award
Measures		Multiple

150%		200%(max)
137.5%		175%
125%		150%
112.5%		125%
100%		100%
90%		75%
80%		50%
Below 80%		0%

For Fiscal 2014, the Company’s performance measures were a function of achieving specified EBITDA and Modified Free Cash Flow targets. For Fiscal 2014, the Company-wide performance measures were as follows: Company-wide Plan EBITDA of $63.4 mm and Modified Free Cash Flow of $64.8 mm. Brand-specific measures for Fiscal 2014 for Consumer Floral (which for the purposes of the Sharing Success Program is defined as Consumer Floral, BloomNet and 1-800-Baskets) were as follows: (i) Plan EBITDA of $78.9 mm and (ii) Modified Free Cash Flow of $75.2 mm. Brand-specific measures for Fiscal 2014 for Gourmet Food & Gift Baskets were as follows: (i) Plan EBITDA of $28.8 mm and (ii) Modified Free Cash Flow of $30.2 mm.

The following table reflects the relationship of actual performance against the Company’s performance measures. The performance measures range from “threshold” (the minimum achievement level of the performance measure at which an executive may earn 50% of the target award) to “maximum” (the maximum achievement level of the performance measure at which an executive may earn 200% of the target award). The weighting of performance measures are applied to the Target Award Multiples to produce the executive’s cash bonus award.


																		Calculation of
								Performance/Payout Relationship ($'s in thousands)										Target Award Earned
			Threshold					Target					Maximum					Target
	Performance		Payout			Performance		Payout			Performance		Payout			Actual		Award
Performance Metric	Measures		%			Measures		%			Measures		%			Performance		Multiple

Company-wide Performance
EBITDA Measure	$	50,720		50	%	$	63,400		100	%	$	95,100		200	%	$	55,750		69.8	%

EBITDA and Modified Free-Cash Flow Measure
EBITDA	$	50,720		50	%	$	63,400		100	%	$	95,100		200	%	$	55,750		69.8	%
Modified Free Cash Flow	$	51,821		50	%	$	64,776		100	%	$	97,164		200	%	$	56,135		66.7	%

Brand-specific Performance
Consumer Floral
EBITDA and Modified Free-Cash Flow Measure
EBITDA	$	63,099		50	%	$	78,873		100	%	$	118,310		200	%	$	71,823		77.7	%
Modified Free Cash Flow	$	60,143		50	%	$	75,178		100	%	$	112,767		200	%	$	69,041		83.7	%

Gourmet Foods & Gift Baskets
EBITDA and Modified Free-Cash Flow Measure
EBITDA	$	23,037		50	%	$	28,796		100	%	$	43,194		200	%	$	25,281		69.5	%
Modified Free Cash Flow	$	24,141		50	%	$	30,177		100	%	$	45,265		200	%	$	25,203		58.4	%

During Fiscal 2014, the Company-wide Actual Award Multiple was 69.8%. The Company-wide Actual Award Multiple for Fiscal 2013, 2012, 2011 and 2010 was 74.8%, 99.3%, 130.9%, and 0% of the target award, respectively. See “Summary Compensation Table - Non-Equity Incentive Plan Compensation” for payout amounts for Fiscal 2014 and Fiscal 2013.

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 2014.

In Fiscal 2014, the Compensation Committee approved an equity award grant for management level employees with a grant date of November 1, 2013. 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: 100% performance based for NEO’s, 25% time-vested and 75% performance based for senior management and 50% time-vested and 50% performance based for all other eligible members of management. The Fiscal 2014 equity award grant provided for 100% of the performance-based target shares to be earned upon the achievement of $63.4 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 2014, the Compensation Committee approved a grant to Mr. C. McCann of 333,000 restricted shares and specified a grant date of October 31, 2014. Subject to continued employment, the restricted shares will vest ratably over an 8-year period from the grant date. This award was in recognition of Mr. C. McCann’s continued service 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 (See “Summary Compensation Table”).

In Fiscal 2014, the Compensation Committee approved a special incentive plan for each of Mr. Taiclet and Mr. Hartnett. Under Mr. Taiclet’s plan, he is eligible to earn 125,000 shares if the brand-specific Plan EBITDA for the Gourmet Food & Gift Baskets segment (“GFGB”) exceeds plan by 10% for the fiscal year ending July 3, 2016 and up to 250,000 shares if brand-specific Plan EBITDA for GFGB exceeds plan by 20% for the fiscal year ending July 3, 2016. These shares, if earned, will vest 60% upon the close of Fiscal 2016 and 20% each year thereafter. Under Mr. Hartnett’s plan, he is eligible to earn 15,000 shares in each of Fiscal 14, 15 and 16 based upon brand-specific EBITDA targets for the 1-800-Flowers brand e-commerce business in those years. the 1-800-Flowers brand e-commerce business achieves the plan in each of the three fiscal years, then Mr. Hartnett will earn an additional 15,000 shares for a maximum of 60,000 shares. The shares for Mr. Hartnett’s plan are 75% performance based and 25% time based and have a 3 year ratable vesting period.

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 2014, 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 2014 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 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 2014 our Chief Executive Officer or Chief Financial Officer, and (2) at June 29, 2014, one of our three other 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 (2)	Awards (3)	Compensation (4)	Earnings	Compensation (5)	Total
Name and Principal Position (1)	Year	($)	($)	($)	($)	($)	($)	($)	($)

James F. McCann	2014	$975,000	$0	$487,500	$0	$1,020,825	$0	$17,068	$2,500,393
Chairman of the Board and	2013	$975,000	$0	$487,500	$0	$729,300	$0	$17,068	$2,208,868
Chief Executive Officer	2012	$975,000	$0	$487,502	$0	$968,175	$0	$15,681	$2,446,358

William E. Shea	2014	$372,728	$0	$254,000	$0	$129,985	$0	$2,500	$759,213
Senior Vice President	2013	$359,314	$0	$180,262	$0	$133,404	$0	$2,500	$675,480
and Chief Financial Officer	2012	$346,175	$0	$175,000	$0	$169,088	$0	$1,750	$692,013

Christopher G. McCann	2014	$717,769	$0	$2,052,140	$0	$526,186	$0	$15,625	$3,311,720
Director and President	2013	$700,000	$0	$1,532,152	$0	$483,656	$0	$13,125	$2,728,933
	2012	$700,000	$0	$350,000	$1,849,000	$543,769	$0	$12,375	$3,455,144

Gerard M. Gallagher	2014	$418,885	$0	$210,129	$0	$146,670	$0	$0	$775,684
Senior Vice President,	2013	$410,018	$0	$207,008	$0	$154,095	$0	$0	$771,121
General Counsel	2012	$398,114	$0	$200,001	$0	$198,609	$0	$0	$796,724
and Corporate Secretary

David Taiclet	2014	$431,541	$0	$216,424	$0	$146,973	$0	$0	$794,938
President,	2013	$422,934	$0	$212,184	$0	$0	$0	$0	$635,117
Gourmet Foods and Gift Baskets	2012	$410,154	$0	$205,997	$0	$127,648	$0	$0	$743,799


(1)	The titles included in this column are as of June 29, 2014.

(2)	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 2014, 2013 and 2012. 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 June 29, 2014.

	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 2014 (a)				Fiscal 2013 (b)				Fiscal 2012 (c)
	Estimated Future Payouts Under Performance-Based Equity Incentive Plan Awards				Estimated Future Payouts Under Performance-Based Equity Incentive Plan Awards				Estimated Future Payouts Under Performance-Based Equity Incentive Plan Awards
	Target		Maximum		Target		Maximum		Target		Maximum
James F. McCann	$	487,500	$	487,500	$	243,750	$	243,750	$	243,751	$	243,751
William E. Shea	$	254,000	$	254,000	$	90,131	$	90,131	$	87,500	$	87,500
Gerard M. Gallagher	$	210,129	$	210,129	$	103,504	$	103,504	$	100,000	$	100,000
Christopher G. McCann	$	360,500	$	360,500	$	175,001	$	175,001	$	175,000	$	175,000
David Taiclet	$	216,424	$	216,424	$	106,092	$	106,092	$	102,999	$	102,999

(a)	The Fiscal 2014 performance-based award provided for 100% of targeted shares upon achievement of $63.4 million of Plan EBITDA during Fiscal 2014, and 50% of targeted shares for achievement of 85% of the targeted financial performance.

(b)	The Fiscal 2013 performance-based award provided for 100% of targeted shares upon achievement of $60.1 million of Plan EBITDA during Fiscal 2013, and 50% of targeted shares for achievement of 85% of the targeted financial performance.

(c)	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.

(3)

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. (There were no option awards granted to the Company's NEOs during the fiscal years ended June 29, 2014 and June 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 June 29, 2014.

(4)

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 Fiscal 2014, 2013 and 2012 were paid during the first quarter of fiscal years 2015, 2014 and 2013, respectively. In fiscal 2013, the Gourmet Food & Gift Baskets threshold non-equity incentive plan performance measures were not achieved, and therefore, there was no payout related to Fiscal 2013 performance for Mr. Taiclet.

(5)

Other annual compensation in the form of perquisites and other personal benefits for Mssrs. 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. McCanns and Shea also participate in the Company's supplemental retirement 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 June 29, 2014. 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	Exercise or	Grant Date
			Estimated Future Payouts					Estimated Future Payouts		Stock Awards: Number of	Option Awards: Number of	Base Price	Fair Value of Stock
			Compensation Committee	Under Non-Equity Incentive Plan Awards				Under Non-Equity Incentive Plan Awards		Shares of Stock or	Securities 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)			$731,250	$1,462,500	$2,925,000
Chairman of the Board and	(3)	11/1/2013	6/27/2013				47,982	95,965	95,965				$487,500
Chief Executive Officer

William E. Shea	(2)			$93,737	$187,473	$374,945
Senior Vice President	(3)	11/1/2013	6/27/2013				25,000	50,000	50,000				$254,000
and Chief Financial Officer

Christopher G. McCann	(2)			$360,500	$721,000	$1,442,000
Director and President	(3)	11/1/2013	6/27/2013				35,482	70,965	70,965				$360,500
	(4)	11/1/2013	10/30/2013							333,000			$1,691,640

Gerard M. Gallagher	(2)			$105,065	$210,129	$420,258
Senior Vice President,	(3)	11/1/2013	6/27/2013				20,682	41,364	41,364				$210,129
General Counsel, and
Corporate Secretary

David Taiclet	(2)			$108,212	$216,423	$432,847
President of	(3)	11/1/2013	6/27/2013				21,302	42,603	42,603				$216,424
Gourmet Foods and Gift Baskets

(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's public disclosure of quarterly financial information (the "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 fiscal year 2014, as approved by the Compensation Committee on June 27, 2013, and as described in the Compensation Discussion and Analysis section. Payout of the annual performance cash incentive was made in September of fiscal year 2015 and is reflected in the Non-Equity Incentive Plan Compensation Column of the fiscal year 2014 Summary Compensation Table above.

(3)

The amounts in this row represents the one-year performance share award threshold, target and maximum payout that could be earned under the Company's Long-Term Incentive Equity Awards Program as described in the Compensation Discussion and Analysis section. The last column of this row represent 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 year 2014 performance plan were as follows:

Performance

Share Awards

Earned

Vesting Period

James F. McCann

56,044