Current Report Filing (8-k)
09 April 2021 - 6:17AM
Edgar (US Regulatory)
0001507079
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0001507079
2021-04-08
2021-04-08
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xbrli:shares
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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): April
8, 2021
Floor & Decor
Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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001-38070
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27-3730271
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2500 Windy Ridge Parkway SE
Atlanta, Georgia
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30339
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(Address of principal executive offices)
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(Zip Code)
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(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
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Trading
Symbol(s)
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Name
of each exchange on which
registered
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Class A common stock, $0.001 par value per share
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FND
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New York Stock Exchange
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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 April 8, 2021, Floor &
Decor Holdings, Inc. (the “Company”) announced that on April 8, 2021, the the Board of Directors (the “Board”)
of the Company determined, effective as of April 15, 2021, to appoint William Giles to the Board.
Mr. Giles served as
Chief Financial Officer and Executive Vice President—Finance, Information Technology and Store Development, Customer Satisfaction
for AutoZone, Inc. (“AutoZone”) (NYSE: AZO) from 2007 to 2020. He joined AutoZone in 2006 as Chief Financial Officer
and Executive Vice President Finance. From 1991 to May 2006, he held several positions with Linens ‘n Things, Inc., a
retailer of home textiles, housewares and decorative home accessories, most recently as the Executive Vice President and Chief Financial
Officer. Prior to 1991, he was with Melville, Inc. and PricewaterhouseCoopers. Mr. Giles currently serves on the board of directors
for Brinker International and Youth Villages. He is also a member of the Alfred University Board of Trustees. Mr. Giles received
a Bachelor of Science in Accounting and Management from Alfred University. The Company believes Mr. Giles is qualified to serve on
the Board based on his demonstrated financial proficiency and business leadership in the retail products industry, his skills as chief
financial officer of a public company and his ability to provide the Board unique insights into the strategic, governance and financial
issues facing public companies in the retail industry.
The Board also anticipates
that Mr. Giles will serve as a member and Chairperson of the Audit Committee of the Board. Mr. Giles will receive the standard
compensation amounts payable to non-employee directors of the Company, as described in the Company’s proxy statement for the 2021
annual meeting of stockholders.
There are no arrangements
or understandings between Mr. Giles and any other person pursuant to which Mr. Giles was selected as a director, and there are
no transactions between Mr. Giles and the Company that would require disclosure under Item 404(a) of Regulation S-K.
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.
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FLOOR & DECOR HOLDINGS, INC.
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Date: April 8, 2021
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By:
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/s/ David V. Christopherson
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Name:
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David V. Christopherson
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Title:
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Executive Vice President,
General Counsel, and Secretary
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