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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 12, 2021

 

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 5.07  Submission of Matters to a Vote of Security Holders.

 

Annual Meeting of Stockholders

 

On May 12, 2021, Floor & Decor Holdings, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) virtually.  The issued and outstanding shares of stock of the Company entitled to vote at the Annual Meeting consisted of the 104,609,895 shares of Class A common stock outstanding on the record date, March 16, 2021.  A quorum was present at the Annual Meeting, and the common stockholders of the Company voted on five matters, all of which were approved.  The final voting results from the Annual Meeting as of May 12, 2021, as certified by the inspector of election, were as follows:

 

(1) A proposal to elect four Class I directors of the Company to serve for three-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 		 
Norman H. Axelrod   92,974,965     1,036,897     7,830     4,818,587  
Ryan Marshall   93,362,013     64,616     593,063     4,818,587  
Richard L. Sullivan   93,119,133     307,786     592,773     4,818,587  
Felicia D. Thornton   91,937,992     1,488,630     593,070     4,818,587  

 

(2) A proposal to ratify the appointment of Ernst & Young LLP as independent auditors for the Company’s 2021 fiscal year:

 

FOR     AGAINST     ABSTAIN  
98,483,945     346,046     8,288  

 

(3) A proposal to approve, by non-binding vote, the compensation paid to the Company’s named executive officers (commonly known as a “say-on-pay” proposal):

 

FOR     AGAINST     ABSTAIN     BROKER NON-
VOTES 		 
92,826,365     1,107,240     86,087     4,818,587  

 

(4) A proposal to approve amendments to the Company’s Restated Certificate of Incorporation (the “Charter”) to declassify the Company’s Board of Directors.

 

FOR     AGAINST     ABSTAIN     BROKER NON-
VOTES 		 
93,998,268     9,060     12,364     4,818,587  

 

(5) A proposal to approve amendments to the Company’s Charter to eliminate supermajority voting requirements and other obsolete provisions, including the elimination of Class B Common Stock and Class C Common Stock:

 

FOR     AGAINST     ABSTAIN     BROKER NON-
VOTES 		 
93,981,735     23,834     14,123     4,818,587  

 

 

 

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 14, 2021 By: /s/ David V. Christopherson
  Name: David V. Christopherson
  Title: Executive Vice President, Secretary and General Counsel

 

 

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