0001104659-14-006968.txt : 20140206 0001104659-14-006968.hdr.sgml : 20140206 20140206083019 ACCESSION NUMBER: 0001104659-14-006968 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140205 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140206 DATE AS OF CHANGE: 20140206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FTD Companies, Inc. CENTRAL INDEX KEY: 0001575360 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-NONSTORE RETAILERS [5960] IRS NUMBER: 320255852 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35901 FILM NUMBER: 14578104 BUSINESS ADDRESS: STREET 1: 3113 WOODCREEK DRIVE CITY: DOWNERS GROVE STATE: IL ZIP: 60515 BUSINESS PHONE: (630) 719-7800 MAIL ADDRESS: STREET 1: 3113 WOODCREEK DRIVE CITY: DOWNERS GROVE STATE: IL ZIP: 60515 8-K 1 a14-5010_18k.htm 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 5, 2014

FTD Companies, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-35901		32-0255852
(State or Other jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

3113 Woodcreek Drive

Downers Grove, Illinois 60515

(Address of Principal Executive Offices) (ZIP Code)

Telephone: (630) 719-7800

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 5, 2014, the board of directors (the “Board”) of FTD Companies, Inc. (the “Company”) appointed Tracey Belcourt as a director, effective February 5, 2014, completing the Company’s seven member Board. Ms. Belcourt will serve as a class I director with a term expiring at the Company’s 2014 Annual Meeting of Stockholders to be held on June 10, 2014. Ms. Belcourt has not yet been named to any Board committees.

There are no arrangements or understandings between Ms. Belcourt and any other persons pursuant to which Ms. Belcourt was named as a director. There are no transactions or relationships between the Company and Ms. Belcourt that are reportable under Item 404(a) of Regulation S-K.

Pursuant to the Company’s standard compensation program for non-employee directors, Ms. Belcourt will receive an annual retainer fee of $48,000 and $1,000 for each Board meeting she attends. In addition, on February 5, 2014, the compensation committee of the Board granted Ms. Belcourt a restricted stock unit award covering 1,173 shares of the Company’s common stock, which will vest June 1, 2014. The restricted stock unit award was granted pursuant to a Restricted Stock Unit Issuance Agreement for Non-Employee Directors (Initial Grant), the form of which was previously filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on November 13, 2013.

A copy of the press release announcing Ms. Belcourt’s appointment is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
99.1		Press release dated February 6, 2014.

SIGNATURES

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

		FTD COMPANIES, INC.

Dated:	February 6, 2014	By:	/s/ Becky A. Sheehan
			Name:	Becky A. Sheehan
			Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press release dated February 6, 2014.

EX-99.1 2 a14-5010_1ex99d1.htm EX-99.1

Exhibit 99.1

FTD Companies, Inc. Announces Appointment of New Director

New Director to Add Extensive Strategic Consumer Business Experience; Completes Seven Member Board

DOWNERS GROVE, Ill. — February 6, 2014 — FTD Companies, Inc. (Nasdaq: FTD) (“FTD” or the “Company”), a premier floral and gifting company, today announced that the board of directors appointed Tracey Belcourt as a director of the Company, effective February 5, 2014. Ms. Belcourt will serve as a class I director with a term expiring at the Company’s 2014 Annual Meeting of Stockholders.

Ms. Belcourt is the Executive Vice President, Strategy for Mondelēz International, Inc. (“Mondelēz”), a global snacks company, where she leads the strategy function and mergers and acquisitions activities and is responsible for developing and implementing Mondelēz’s growth strategy. She joined Mondelēz immediately prior to its spin-off from Kraft Foods in October 2012. Prior to joining Mondelēz, Ms. Belcourt was a partner at Bain & Co. in Toronto since 1999, leading teams that specialized in the design and implementation of growth strategies to improve business performance across a variety of consumer industries. She has broad international work experience throughout Latin America, Europe, Asia and Africa, including serving as an economic consultant to the U.S. Agency for International Development in Africa in 1999. Prior to that, Belcourt served for five years as an assistant professor of economics at Concordia University in Montreal. Ms. Belcourt earned a master’s degree and Ph.D. in economics from Queen’s University in Canada and a bachelor’s degree in mathematics and economics from the University of Alberta.

“We are delighted to have Tracey Belcourt join the FTD Board of Directors. Tracey is a highly accomplished corporate strategist with a deep background in consumer industries. She also brings a wealth of international work experience that will serve the company well,” said Robert Berglass, FTD’s Chairman of the Board.

Ms. Belcourt’s appointment, together with Michael Silverstein’s recent appointment as a director, completes FTD’s seven member board of directors.

About FTD Companies, Inc.

FTD Companies, Inc. is a premier floral and gifting company. FTD provides floral, gift and related products and services to consumers, retail florists, and other retail locations primarily in the U.S., Canada, the U.K., and the Republic of Ireland. The business uses the highly-recognized FTD® and Interflora® brands, both supported by the iconic Mercury Man logo that is displayed in tens of thousands of floral shops worldwide. FTD’s portfolio of brands also includes Flying Flowers, Flowers Direct, and Drake Algar in the U.K.

Contacts

Investor Relations:

Jandy Tomy

630-724-6984

ir@ftdi.com

Media Inquiries:

Emily Bucholz

630-724-6692

pr@ftdi.com