The proxy reveals severe financial distress: FY2026 net loss of $134.8M, Adjusted EBITDA of only $2.9M vs. a $33.9M plan, and the company is actively evaluating capital raising options. The newly adopted $10M Capital Raise Incentive Program for executives signals urgency around a financing event. The proposed 7.5M share increase under the equity plan (estimated to cover ~1 year of grants) and the dilutive potential of a capital raise are key risks. Monitor for any 8-K or S-1 filing related to a capital raise before the February 28, 2027 deadline referenced in the incentive program.
Price Chart
Executive Summary
1-800-FLOWERS.COM, Inc. filed its definitive proxy statement for the 2026 Annual Meeting scheduled for December 10, 2026. The proxy includes the election of eight directors, ratification of BDO USA as auditor, an advisory say-on-pay vote, and a proposal to increase authorized shares under the 2003 Long Term Incentive Plan by 7.5 million shares. The filing also discloses a newly adopted Capital Raise Incentive Program with a total pool of $10 million for executives tied to a financing event, reflecting the company's ongoing liquidity challenges.
Key Facts
- Annual Meeting scheduled for December 10, 2026; record date October 12, 2026.
- Proposal to increase authorized shares under the 2003 Long Term Incentive Plan by 7.5 million shares.
- Capital Raise Incentive Program adopted October 20, 2026, with a total pool of $10 million for executives tied to a financing event.
- CEO Adolfo Villagomez total compensation for FY2026: $1,710,502 (salary $1,000,000, stock awards $500,000, non-equity incentive $169,000, other $41,502).
- Executive Chairman James F. McCann total compensation for FY2026: $3,921,318 (salary $975,000, stock awards $916,356, other $2,029,962 including $1,000,000 marketing fee and $975,000 deferred compensation credit).
- CFO James Langrock total compensation for FY2026: $2,906,169.
- Company-wide actual award multiple for FY2026 Sharing Success Program was 66.9% of target; FY2025 was 0%.
- FY2026 Plan Adjusted EBITDA target was $33.9 million; actual was $10.7 million (0% payout).
- FY2026 Plan Revenue target was $1,640.1 million; actual was $1,503.5 million (33.4% payout).
- FY2026 net loss of $134.8 million; Adjusted EBITDA of $2.9 million.
- FY2026 total shareholder return was $11 per $100 invested (cumulative from June 2021); peer group was $139.
- James F. McCann's NQDC plan balance at FYE 2026: $39.1 million.
- Three directors (Dina Colombo, Shelton Palmer, Christina Shim) not standing for re-election; two new nominees (Roberto Candelino, Tony B. Sarsam) proposed.
- Related party transactions: James F. McCann III (son of Executive Chairman) earned $162,400 salary plus $5,570 bonus and restricted shares; Jenna Messer (daughter of Director Christopher McCann) earned $303,730 plus bonus and restricted shares (forfeited upon resignation).
- Company subleased space to Clarim Holdings, LLC (controlled by James F. McCann), receiving $179,539 in rent and utilities in FY2026.
Financial Impact
FY2026 net loss of $134.8 million on revenue of $1,503.5 million; Adjusted EBITDA of $2.9 million vs. plan of $33.9 million. Executive Chairman J. McCann's total compensation of $3.9 million includes $1.0M marketing fee and $975K deferred compensation credit. CEO Villagomez total comp $1.7M. Capital Raise Incentive Program establishes $10M pool for executives contingent on a financing event.
Risk Factors
- Severe financial underperformance: net loss of $134.8M and Adjusted EBITDA of only $2.9M vs. $33.9M plan.
- Potential dilutive capital raise given the Capital Raise Incentive Program and the company's liquidity evaluation.
- Proposed 7.5M share increase under the equity plan would add ~12% dilution to current outstanding shares.
- High executive compensation relative to performance: Executive Chairman J. McCann received $3.9M total comp including a $1M marketing fee and $975K deferred comp credit despite a $134.8M net loss.
- Related party transactions with founder's family members and entities raise governance concerns.
- Dual-class voting structure gives McCann family 100% control of Class B shares (10 votes each), limiting outside shareholder influence.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001084869-26-000042 |
| Document: 0001084869-26-000042-index-headers.html | 0001084869-26-000042 |
| Document: 0001084869-26-000042-index.html | 0001084869-26-000042 |
| Document: 0001084869-26-000042.txt | 0001084869-26-000042 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 23, 2026 4d ago | DEFA14A | $2.83 | awaiting T+20 | — | $2.92 (+3.18%) |
Oct 23, 2026 4d ago | DEF 14A | $2.83 | awaiting T+20 | — | $2.92 (+3.18%) |
Oct 23, 2026 4d ago | 8-K | $2.83 | awaiting T+20 | — | $2.92 (+3.18%) |
Sep 29, 2026 28d ago | 8-K | $2.60 $2.92 | ▲ +12.31% | ▲ +11.59% | $2.92 (+12.31%) |
Sep 10, 2026 6w ago | 8-K | $3.04 $2.73 | ▲ +10.05% | ▲ +12.17% | $2.92 (+3.79%) |
Aug 19, 2026 9w ago | Institutional Cluster | $4.01 $2.48 | ▼ −38.15% | ▼ −38.15% | $2.92 (−27.18%) |
Jul 5, 2026 16w ago | Institutional Cluster | $3.73 $3.90 | ▲ +4.56% | ▲ +5.12% | $2.92 (−21.72%) |
Jun 11, 2026 19w ago | Institutional Cluster | $4.23 $3.80 | ▲ +10.17% | ▲ +12.06% | $2.92 (+30.97%) |
Apr 20, 2026 27w ago | 8-K | $4.46 $4.29 | ▼ −3.81% | ▼ −8.01% | $2.92 (−34.53%) |
US Market Status
Subscribe to SecBot
Get Real-Time SEC Filing Intelligence
Comprehensive SEC filing analysis delivered the moment filings hit EDGAR. Sentiment scoring, impact analysis, and actionable insights for every material event.
Create a free account Live analysis, Telegram alerts, watchlists and the MCP server for subscribers