Current Report Filing (8-k)
May 02 2019 - 4:14PM
Edgar (US Regulatory)
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
2, 2019
Floor & Decor Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-38070
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27-3730271
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2233
Lake Park Drive
Smyrna, GA
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30080
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(Address
of principal executive offices)
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(Zip
Code)
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(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))
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 2.02
Results
of Operations and Financial Condition.
On May 2, 2019, Floor & Decor Holdings, Inc. (the “Company”) issued a
press release announcing its financial results for the quarter ended
March 28, 2019. The text of the press release is included as
Exhibit 99.1 to this Form 8-K.
The information disclosed under this Item 2.02, including Exhibit 99.1
hereto, is being furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934 and shall not be
deemed incorporated by reference into any filing made under the
Securities Act of 1933, except as expressly set forth by specific
reference in such filing.
Item 5.02
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On May 2, 2019, the Board of Directors (the “Board”) of the Company
adopted the Floor & Decor Holdings, Inc., Incentive Compensation
Recoupment Policy (the “Clawback Policy”) effective May 2, 2019 (the
“Effective Date”). The Clawback Policy covers all current and former
executive officers of the Company (each a “Covered
Executive”). Pursuant to the Clawback Policy, the Board may in its sole
discretion recover certain cash and/or equity-based incentive
compensation that is approved, awarded or granted to a Covered Executive
on or after the Effective Date if there is a material negative
restatement of the Company’s financial statements that is due to fraud
or intentional misconduct on the part of such Covered Executive.
The foregoing description of the Clawback Policy is qualified in its
entirety by reference to the full text of the Clawback Policy, which is
attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01.
Financial
Statements and Exhibits.
(d) Exhibits:
Exhibit Number
Description
10.1
Floor
& Decor Holdings, Inc., Incentive Compensation Recoupment Policy
99.1
Press
Release, dated May 2, 2019
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.
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FLOOR & DECOR HOLDINGS, INC.
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Date:
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May 2, 2019
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By:
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/s/ David V. Christopherson
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Name:
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David V. Christopherson
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Title:
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Executive Vice President, General Counsel,
and Secretary
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