Floor & Decor (NYSE: FND) shareholders approve directors, pay and stock plan

Rhea-AI Filing Summary

Floor & Decor Holdings, Inc. reported voting results from its virtual Annual Meeting held on May 6, 2026. Stockholders entitled to vote included 108,094,150 shares of common stock outstanding on the March 16, 2026 record date.

All eleven director nominees were elected by majority vote, each receiving over 97 million votes in favor with broker non-votes of 4,183,844. Stockholders also ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

In addition, stockholders approved the non-binding "say-on-pay" proposal on named executive officer compensation and approved the Amended and Restated 2017 Stock Incentive Plan, with 98,622,276 votes for, 565,442 against, and 101,348 abstentions, plus 4,183,844 broker non-votes.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares entitled to vote: 108,094,150 shares Auditor ratification votes for: 103,014,366 votes Say-on-pay votes for: 95,940,779 votes +3 more

6 metrics

Shares entitled to vote 108,094,150 shares Common stock outstanding as of March 16, 2026 record date

Auditor ratification votes for 103,014,366 votes Ernst & Young LLP ratified for fiscal year ending December 31, 2026

Say-on-pay votes for 95,940,779 votes Advisory approval of 2025 named executive officer compensation

Stock plan approval votes for 98,622,276 votes Approval of Amended and Restated 2017 Stock Incentive Plan

Broker non-votes on stockholder items 4,183,844 votes Broker non-votes reported on director, say-on-pay, and plan proposals

Highest director support example 99,069,007 votes for Votes for director nominee Nada Aried

Key Terms

broker non-votes, independent registered public accounting firm, say-on-pay, Amended and Restated 2017 Stock Incentive Plan, +1 more

5 terms

broker non-votes regulatory

"FOR | AGAINST | ABSTAIN | BROKER NON-VOTES 95,940,779 | 3,244,723 | 103,564 | 4,183,844"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm regulatory

"the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

say-on-pay regulatory

"commonly known as a “say-on-pay” proposal), was approved."

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

Amended and Restated 2017 Stock Incentive Plan financial

"The proposal to approve the Amended and Restated 2017 Stock Incentive Plan was approved."

Annual Meeting of Stockholders regulatory

"On May 6, 2026, the Company held its Annual Meeting virtually."

Understanding 8-K Material Events →

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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 6, 2026

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						30339
Atlanta,			Georgia
(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.  ☐

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Item 5.07.            Submission of Matters to a Vote of Security Holders.

Annual Meeting of Stockholders

On May 6, 2026, the Company held its Annual Meeting virtually. The issued and outstanding shares of stock of the Company entitled to vote at the Annual Meeting consisted of the 108,094,150 shares of common stock outstanding on the record date, March 16, 2026. The common stockholders of the Company voted on four matters at the Annual Meeting. The final voting results from the Annual Meeting as of May 6, 2026, as certified by the inspector of election, were as follows:

1.The eleven nominees for election as directors for one-year terms expiring at the 2027 Annual Meeting of Stockholders once their respective successors have been duly elected and qualified, or until their earlier resignation or removal, were elected by majority vote:

			FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
Nada Aried			99,069,007						131,319						88,740						4,183,844
Norman Axelrod			98,480,727						719,531						88,808						4,183,844
William Giles			99,013,659						184,668						90,739						4,183,844
Dwight James			98,414,976						714,698						159,392						4,183,844
Melissa Kersey			98,782,360						418,688						88,018						4,183,844
Ryan Marshall			98,965,803						234,475						88,788						4,183,844
Bradley Paulsen			98,851,189						349,832						88,045						4,183,844
Thomas Taylor			98,450,396						750,652						88,018						4,183,844
Felicia Thornton			97,052,971						2,145,365						90,730						4,183,844
George Vincent West			98,502,106						698,315						88,645						4,183,844
Charles Young			98,201,581						927,741						159,744						4,183,844

2.The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified.

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
103,014,366						377,565						80,979						0

3.The proposal to approve, by non-binding vote, the compensation paid to the Company’s named executive officers for the Company’s fiscal year ended December 25, 2025, as disclosed in the Company’s proxy materials (commonly known as a “say-on-pay” proposal), was approved.

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
95,940,779						3,244,723						103,564						4,183,844

4.The proposal to approve the Amended and Restated 2017 Stock Incentive Plan was approved.

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
98,622,276						565,442						101,348						4,183,844

Item 9.01.            Financial Statements and Exhibits.

(d)    Exhibits:

Exhibit Number			Description
104			Cover Page Interactive Data File (embedded within the inline XBRL document)

2

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 7, 2026						By:			/s/ David V. Christopherson
						Name:			David V. Christopherson
						Title:			Executive Vice President, Chief Administrative Officer and Chief Legal Officer

3

FAQ

What did Floor & Decor (FND) stockholders vote on at the 2026 Annual Meeting?

Stockholders voted on electing eleven directors, ratifying Ernst & Young LLP as auditor, approving a non-binding say-on-pay proposal, and approving the Amended and Restated 2017 Stock Incentive Plan. All four proposals received sufficient support to pass based on reported vote totals.

How many Floor & Decor (FND) shares were eligible to vote at the 2026 Annual Meeting?

The company reported 108,094,150 shares of common stock were issued, outstanding, and entitled to vote as of the March 16, 2026 record date. These shares formed the voting base for all proposals presented at the May 6, 2026 Annual Meeting.

Were all Floor & Decor (FND) director nominees elected in 2026?

All eleven director nominees, including Nada Aried, Norman Axelrod, William Giles, and others, were elected by majority vote. Each nominee received more than 97 million votes in favor, with additional broker non-votes reported on each director line item.

Did Floor & Decor (FND) stockholders approve the 2025 executive compensation say-on-pay vote?

Yes. The advisory say-on-pay proposal received 95,940,779 votes for, 3,244,723 against, and 103,564 abstentions, plus 4,183,844 broker non-votes. This outcome indicates stockholder approval of the company’s 2025 named executive officer compensation program as disclosed in proxy materials.

Was Ernst & Young LLP reappointed as Floor & Decor (FND) auditor for 2026?

Stockholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote totaled 103,014,366 for, 377,565 against, and 80,979 abstentions, with no broker non-votes reported on this item.

Did Floor & Decor (FND) approve changes to its 2017 Stock Incentive Plan?

Stockholders approved the Amended and Restated 2017 Stock Incentive Plan with 98,622,276 votes for, 565,442 against, and 101,348 abstentions, along with 4,183,844 broker non-votes. Approval allows the company to operate under the amended equity incentive framework described in its proxy materials.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB