Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Stockholders held by Floor & Decor Holdings, Inc. on May 17, 2018. The meeting took place at the Omni Hotel at The Battery Atlanta. As of the record date of March 21, 2018, there were 96,070,681 shares of Class A common stock outstanding entitled to vote.
Key Financial Metrics
This filing is a current report regarding corporate governance and shareholder voting results. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data.
Material Changes
No material financial changes are reported in this document. The filing details the outcomes of five shareholder proposals:
- Proposal 1 (Election of Directors): All four nominees (Norman H. Axelrod, Brad J. Brutocao, Richard L. Sullivan, and Felicia D. Thornton) were elected as Class I directors for three-year terms.
- Proposal 2 (Auditor Ratification): Stockholders approved the appointment of Ernst and Young LLP as independent auditors for the 2018 fiscal year.
- Proposal 3 (ESPP): The Floor & Decor Holdings, Inc. Employee Stock Purchase Plan was approved.
- Proposal 4 (Say-on-Pay Frequency): Stockholders recommended a 1-year frequency for future advisory votes on executive compensation.
- Proposal 5 (Say-on-Pay Frequency for NEOs): Stockholders approved a 1-year frequency for future advisory votes on the compensation of named executive officers.
Guidance, Outlook, and Risks
The filing does not provide management guidance, outlook, risk factors, contingencies, or discussion of unusual items. It is strictly a report of voting tabulations.
Key Facts for Investor Verification
- Voting Participation: Approximately 6.15 million shares were broker non-votes on director and plan proposals, indicating significant institutional or broker-held shares did not vote on these specific matters.
- Director Support: While all directors were elected, Brad J. Brutocao received the highest number of "Against" votes (7,699,044) compared to other nominees.
- Auditor Approval: The ratification of Ernst and Young LLP received overwhelming support with only 45,894 votes against.
- Compensation Frequency: Shareholders voted for annual (1-year) advisory votes on executive compensation, rejecting 2-year or 3-year frequencies.