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): March 26, 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, Georgia	 	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 5.02. Departure of Directors or Certain Officers; Election Of Directors; Appointment Of Certain Officers; Compensatory Arrangements of Certain Officers
 
On March 26, 2020, Floor & Decor Holdings, Inc. (the “Company”) announced temporary reductions in the base salaries of its named executive officers in response to the current business environment as impacted by the evolving novel coronavirus (COVID-19) pandemic. Effective March 27, 2020, Thomas V. Taylor, Chief Executive Officer, will receive no salary other than an amount covering benefits provided by the Company. The base salary of Lisa G. Laube, President and Trevor S. Lang, Executive Vice President and Chief Financial Officer, will be reduced by 50%. In addition, the base salaries of all other members of the Company’s senior management team, as well as other salaried teammates, were temporarily reduced by graduated amounts. The Board of Directors has also agreed to a temporary suspension of its retainer fees.
 
Forward-Looking Statements
 
This Form 8-K may include statements that constitute “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Form 8-K, are forward-looking statements. Forward looking statements include any statements regarding the Company’s strategic and operational plans, future performance or financial condition and may often be identified by the use of words such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “budget,” “potential,” “focused on” or “continue” and other similar expressions that predict or indicate future events or trends.
 
Forward looking statements speak only as of the date hereof and are not guarantees of future events, results, performance or achievements. These statements are based on the Company’s current expectations, assumptions, estimates and projections and involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results to be materially different from those expressed or implied by the forward-looking statements, including, without limitation, those factors described in the Company’s filings with the Securities and Exchange Commission. Except as required by applicable law, the Company does not plan to update or revise any forward-looking statements, whether as a result of any new information, future events or otherwise.

 
 
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:	March 26, 2020	 	By:	/s/ David V. Christopherson	
 	 	 	Name: 	David V. Christopherson	
 	 	 	Title:	Executive Vice President, General Counsel, and Secretary