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1-800-Flowers director retires, triggering compliance filing

Store manager Lauren Ceglio wraps a floral arrangement

Store manager Lauren Ceglio wraps a floral arrangement at the 1-800-Flowers headquarters in Carle Place on Oct. 29, 2013. Credit: Barry Sloan

Carle Place-based Inc. disclosed in a regulatory filing that a director’s retirement brought it out of compliance with Nasdaq Stock Market listing requirements, and said it would quickly appoint a new director to be back in compliance.

Lawrence Calcano retired from the company’s board of directors on Dec. 13. Due to Calcano’s retirement, 1-800-Flowers currently has only two independent directors serving on the board’s audit committee, rendering it out of compliance with a Nasdaq listing rule, the company disclosed Thursday in a regulatory filing with the Securities and Exchange Commission.

Under Nasdaq rules 1-800-Flowers has until the earlier of the company’s next annual shareholders’ meeting or Dec. 13, the filing said. The company’s next annual meeting is in December.

The company said in the filing it intends to appoint an additional independent director to the audit committee before the deadline.

1-800-Flowers “is not in any danger of being delisted by Nasdaq,” Joseph D. Pititto, senior vice president of investor relations for 1-800-Flowers, said in an email Friday. He called the filing “just a technical requirement,” and said, “Our audit committee will be in compliance shortly — long before the almost one year ‘cure’ period expires.”

1-800-Flowers’ brands include Harry & David, The Popcorn Factory, Cheryl’s and Fannie May. Its shares fell 35 cents, about 3.2 percent, to close at $10.55 Friday. They are up almost 45 percent in the past 12 months.

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