Additional Proxy Soliciting Materials (definitive) (defa14a)
April 08 2021 - 4:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section
14(a) of
the Securities Exchange Act
of 1934 (Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Floor & Decor Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Floor & Decor Holdings, Inc.
2500 Windy Ridge Parkway, SE
Atlanta, GA 30339
SUPPLEMENT TO DEFINITIVE
PROXY STATEMENT FOR ANNUAL MEETING TO BE HELD ON MAY 12, 2021
April 8, 2021
This proxy statement supplement
(the “Proxy Supplement”) updates the proxy statement (the “Proxy Statement”) filed by Floor & Decor Holdings,
Inc. (the “Company”) with the Securities and Exchange Commission on March 22, 2021. The primary purpose of this Proxy Supplement
is to provide subsequent information relating to the recent addition of a new member of the Board of Directors (the “Board”)
of the Company, effective on April 15, 2021.
This Proxy Supplement does not change
any proposal set forth in the Proxy Statement, and does not change the Board’s recommendations, or the Company’s view, on
any of the proposals contained in the Proxy Statement. The Board continues to recommend a vote “FOR” each of the proposals
in the Proxy Statement. Except as updated by this Proxy Supplement, all information set forth in the Proxy Statement remains unchanged.
* * * *
On April 8, 2021, the Board appointed
William Giles to serve as a Class III director on the Board, effective April 15, 2021. Mr. Giles is replacing Michael Fung, who passed
away on February 10, 2021. As a Class III director, Mr. Giles’s term will end at the 2023 Annual Meeting of Stockholders. The Board
also appointed Mr. Giles to serve as a member and Chairperson of the Audit Committee of the Board, effective as of April 15, 2021.
Mr. Giles, age 61, brings more than
30 years of financial proficiency and business leadership in the retail products industry and skills as chief financial officer of a public
company. He served as Chief Financial Officer and Executive Vice President—Finance, Information Technology and Store Development,
Customer Satisfaction for AutoZone, Inc. (“AutoZone”) (NYSE: AZO), a position he held from 2007 to 2020. He joined AutoZone
in 2006 as Chief Financial Officer and Executive Vice President Finance. From 1991 to May 2006, he held several positions with Linens
‘n Things, Inc., a retailer of home textiles, housewares and decorative home accessories, most recently as the Executive Vice President
and Chief Financial Officer. Prior to 1991, he was with Melville, Inc. and PricewaterhouseCoopers. Mr. Giles currently serves on the board
of directors for Brinker International and Youth Villages. He is also a member of the Alfred University Board of Trustees. Mr. Giles received
a Bachelor of Science in Accounting and Management from Alfred University. The Company believes Mr. Giles is qualified to serve on the
Board based on his demonstrated financial proficiency and business leadership in the retail products industry, his skills as chief financial
officer of a public company and his ability to provide the Board unique insights into the strategic, governance and financial issues facing
public companies in the retail industry.
As compensation for his service on
the Board, Mr. Giles will receive the Company’s standard compensation for non-employee directors. There are no understandings or
arrangements with any person pursuant to which Mr. Giles was selected as a director, and Mr. Giles is not party to any related party transaction
required to be reported pursuant to Item 404(a) of Regulation S-K.
The Board considered the independence
of Mr. Giles under New York Stock Exchange (“NYSE”) listing standards and concluded that he is an independent director under
the applicable NYSE standards.
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