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 13, 2020
 
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 13, 2020, 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 102,286,912 shares of Class A common stock outstanding on the record date, March 17, 2020.  A quorum was present at the Annual Meeting and the stockholders of the Company voted on three matters, all of which were approved.  The final voting results from the Annual Meeting as of May 13, 2020, as certified by the inspector of election, were as follows:
 
(1)    A proposal to elect three Class III directors of the Company to serve for three-year terms expiring at the 2023 Annual Meeting of Stockholders once their respective successors have been duly elected and qualified or until their earlier resignation or removal was approved, based on the following votes:
 
 	 	FOR	 	AGAINST	 	ABSTAIN	 	BROKER NON-
VOTES	
David B. Kaplan	 	76,880,748	 	13,725,969	 	7,635	 	5,032,879	
Peter Starrett	 	76,880,427	 	13,726,090	 	7,835	 	5,032,879	
George Vincent West	 	73,094,969	 	17,512,913	 	6,470	 	5,032,879	

(2)    A proposal to ratify the appointment of Ernst & Young LLP as independent auditors for the Company’s 2020 fiscal year was approved, based on the following votes:

FOR	 	AGAINST	 	ABSTAIN	 	 	 	
95,329,450	 	296,667	 	21,114	 	 	 	

 There were no broker non-votes on this matter.
 
(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) was approved, based on the following votes:
 
FOR	 	AGAINST	 	ABSTAIN	 	BROKER NON-
VOTES	
89,976,261	 	619,706	 	18,385	 	5,032,879	

 

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, 2020	 	By:	/s/ David V. Christopherson	
 	 	Name:	David V. Christopherson	
 	 	Title:	Executive Vice President, Secretary and General Counsel