UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| ||
(Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
Not Applicable
(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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name
of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described below, on May 10, 2023, at the annual meeting of stockholders (the “Annual Meeting”) of Floor & Decor Holdings, Inc. (the “Company”), the stockholders of the Company approved an amendment (the “Amendment”) to the Floor & Decor Holdings, Inc. 2017 Stock Incentive Plan (the “Plan”). Pursuant to the Amendment, the number of shares reserved for issuance was increased by 4,000,000 shares, such that the total number of shares reserved for issuance under the Plan is 9,000,000 shares. The Amendment and the Plan are described in Proposal 4 in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed with the United States Securities and Exchange Commission on March 21, 2023, and which is incorporated by reference herein.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Annual Meeting of Stockholders
On May 10, 2023, the Company held the Annual Meeting virtually. The issued and outstanding shares of stock of the Company entitled to vote at the Annual Meeting consisted of the 106,380,829 shares of common stock outstanding on the record date, March 15, 2023. The common stockholders of the Company voted on four matters at the Annual Meeting, all of which were approved. The final voting results from the Annual Meeting as of May 10, 2023, as certified by the inspector of election, were as follows:
(1) | A proposal to elect six directors for one-year terms expiring at the 2024 Annual Meeting of Stockholders once their respective successors have been duly elected and qualified or until their earlier resignation or removal: |
FOR | AGAINST | ABSTAIN | BROKER NON- VOTES | |||||||||||||
Dwight James | 90,158,647 | 4,089,428 | 34,357 | 5,713,468 | ||||||||||||
Melissa Kersey | 94,196,963 | 56,374 | 29,095 | 5,713,468 | ||||||||||||
Peter M. Starrett | 92,534,965 | 1,716,152 | 31,315 | 5,713,468 | ||||||||||||
Thomas V. Taylor, Jr. | 93,817,844 | 433,665 | 30,923 | 5,713,468 | ||||||||||||
George Vincent West | 93,530,539 | 629,463 | 122,430 | 5,713,468 | ||||||||||||
Charles Young | 86,387,930 | 7,863,489 | 31,013 | 5,713,468 |
(2) | A proposal to ratify the appointment of Ernst & Young LLP as independent auditors for the Company’s 2023 fiscal year: |
FOR | AGAINST | ABSTAIN | ||
99,785,576 | 203,574 | 6,750 |
(3) | A proposal to approve, by non-binding vote, the compensation paid to the Company’s named executive officers, as disclosed in these proxy materials (commonly known as a “say-on-pay” proposal): |
FOR | AGAINST | ABSTAIN | BROKER NON- VOTES | |||
93,345,933 | 917,919 | 18,580 | 5,713,468 |
(4) | A proposal to approve an amendment to the Company’s 2017 Stock Incentive Plan to increase the number of shares reserved for issuance by 4,000,000 shares, such that the total number of shares reserved for issuance is 9,000,000 shares: |
FOR | AGAINST | ABSTAIN | BROKER NON- VOTES | |||
93,319,978 | 938,772 | 23,682 | 5,713,468 |
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits: |
Exhibit Number | Description |
10.1 | Amendment No. 1 to the Floor & Decor Holdings, Inc. 2017 Stock Incentive Plan |
104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
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.
FLOOR & DECOR HOLDINGS, INC. | ||
Date: May 12, 2023 | By: | /s/ David V. Christopherson |
Name: | David V. Christopherson | |
Title: | Executive Vice President, General Counsel, and Secretary |
Exhibit 10.1
AMENDMENT NO. 1
TO THE FLOOR & DECOR HOLDINGS, INC.
2017 STOCK INCENTIVE PLAN
THIS AMENDMENT NO. 1 to the Floor & Decor Holdings, Inc. 2017 Stock Incentive Plan (this “Amendment No. 1”) is made as of May 10, 2023, by Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), to be effective as set forth herein.
WHEREAS, the Company maintains the Floor & Decor Holdings, Inc. 2017 Stock Incentive Plan (the “Plan”); and
WHEREAS, pursuant to Article XIII of the Plan, the Company desires to amend the Plan to increase the aggregate number of shares of Company Class A common stock, par value $0.001 per share (“Common Stock”) for issuance under the Plan;
NOW, THEREFORE, the Plan is hereby amended, as follows:
Section 4.1(a)(i) of the Plan is hereby amended by deleting the present section in its entirety and substituting the following in lieu thereof:
4.1. Shares.
(a) General Limitations.
(i) The aggregate number of shares of Common Stock that may be issued or used for reference purposes or with respect to which Awards may be granted over the term of the Plan shall not exceed 9,000,000 shares (subject to any increase or decrease pursuant to Section 4.2).
* * * * *
This Amendment No. 1 to the Plan is subject to approval by the stockholders of the Company at a meeting duly called for such purposes. Capitalized terms not specifically defined in this Amendment No. 1 to the Plan shall have the meanings provided to them in the Plan. Except as hereby modified, the Plan shall remain in full force and effect.
Cover |
May 10, 2023 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | May 10, 2023 |
Entity File Number | 001-38070 |
Entity Registrant Name | Floor & Decor Holdings, Inc. |
Entity Central Index Key | 0001507079 |
Entity Tax Identification Number | 27-3730271 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 2500 Windy Ridge Parkway SE |
Entity Address, City or Town | Atlanta |
Entity Address, State or Province | GA |
Entity Address, Postal Zip Code | 30339 |
City Area Code | 404 |
Local Phone Number | 471-1634 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Class A common stock, $0.001 par value per share |
Trading Symbol | FND |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
%^@2O&+(=/EB>N$_NG_A.
M\SQ-LPRKZ'8;9;#%ZI9E\!>/AG$##RP/9'I;K?%NXQ/R^AQ@/7UM0K"=XI.(
M[12O-2#QNH%'GL>[C>4!#ZP+V.Q _G@>F*FX3YI"5S%NV G&D3S'$)C%^(QF
M&5*=##[Q_F"G)$WS/(X %F>0IA@"IQ%', ; 4/2='@//GL?)=-[*CG_5U/\
M!%!+ P04 " # @*Q6EXJ[', 3 @ "P %]R96QS+RYR96QSG9*Y
M;L,P#$!_Q=">, ?0(8@S9?$6!/D!5J(/V!(%BD6=OZ_:I7&0"QEY/3P2W!YI
M0.TXI+:+J1C]$%)I6M6X 4BV)8]ISI%"KM0L'C6'TD!$VV-#L%HL/D N&6:W
MO606IW.D5XA
40JZ&-,'SL'&F#J0[^>AB<3H)Z80_C#4F@?\0"ZDW9V.#Q8:S.W,L1UEE%8RKM#Z=^3X/MR>G$/EXP8"
M/B2AX;.L1(0"%*TT,_.QL2A'I:+B7]T,Y-,VM<'+GS