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): May 10, 2023

Floor & Decor Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38070	27-3730271
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2500 Windy Ridge Parkway SE  Atlanta, GA	30339
(Address of principal executive offices)	(Zip Code)

(404) 471-1634

(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):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.001 par value per share	FND	New York Stock Exchange

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

EX-10.1

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.

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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