Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Stockholders held by Floor & Decor Holdings, Inc. on May 11, 2022. The meeting was conducted virtually. As of the record date of March 16, 2022, there were 105,858,469 shares of Class A common stock outstanding entitled to vote.
Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document is limited to reporting the results of shareholder votes.
Material Changes
The filing details the outcome of three proposals voted upon by shareholders, all of which were approved:
- Election of Directors: Three directors were elected for one-year terms expiring at the 2023 Annual Meeting.
- Auditor Ratification: The appointment of Ernst & Young LLP as independent auditors for the 2022 fiscal year was ratified.
- Executive Compensation: The non-binding "say-on-pay" proposal regarding named executive officer compensation was approved.
Guidance, Outlook, and Risks
The filing text does not provide management commentary, financial guidance, outlook, risks, contingencies, or unusual items. It strictly reports the certified voting results from the Annual Meeting.
Key Facts for Investors
- Voting Participation: Of the 105,858,469 shares entitled to vote, approximately 5.16 million shares were broker non-votes on director and executive compensation proposals.
- Director Support: Kamy Scarlett and Thomas V. Taylor, Jr. received over 95 million "FOR" votes each. Charles Young received approximately 93.2 million "FOR" votes, with a higher number of "AGAINST" votes (1.45 million) compared to the other nominees.
- Auditor Approval: The ratification of Ernst & Young LLP received strong support with over 100 million "FOR" votes and only 339,649 "AGAINST" votes.
- Compensation Vote: The say-on-pay proposal received 93.6 million "FOR" votes, with approximately 1.97 million "AGAINST" votes.