Floor & Decor Holdings, Inc. 8-K

What Happened
Floor & Decor Holdings, Inc. filed an 8-K reporting the results of its virtual Annual Meeting of Stockholders held May 6, 2026. As of the March 16, 2026 record date, 108,094,150 shares of common stock were entitled to vote. All eleven director nominees were re-elected for one-year terms. Shareholders also ratified Ernst & Young LLP as the company’s independent registered public accounting firm, approved the non-binding “say-on-pay” advisory vote for named executive officer compensation, and approved the Amended and Restated 2017 Stock Incentive Plan.

Key Details

• Record date and voting base: 108,094,150 shares outstanding as of March 16, 2026; meeting held May 6, 2026 (virtual).
• Directors: All 11 nominees elected; "for" votes by nominee ranged from ~97.05M to ~99.07M; broker non-votes totaled 4,183,844. (Example: Nada Aried — 99,069,007 for; Felicia Thornton — 97,052,971 for.)
• Auditor ratification: Ernst & Young LLP ratified — 103,014,366 for; 377,565 against; 80,979 abstained.
• Say-on-pay and equity plan: Advisory approval of executive compensation — 95,940,779 for, 3,244,723 against, 103,564 abstained (4,183,844 broker non-votes). Amended & Restated 2017 Stock Incentive Plan approved — 98,622,276 for, 565,442 against, 101,348 abstained (4,183,844 broker non-votes).

Why It Matters
These results confirm board continuity and management support from shareholders heading into fiscal 2026, and they keep the company’s current auditor relationship in place. Approval of the say-on-pay (non-binding) signals majority shareholder support for executive compensation disclosure and policy; approval of the amended stock incentive plan authorizes additional equity awards that can affect future dilution and executive incentives. For investors, the votes reflect governance stability and shareholder backing for the company’s compensation and equity programs.