Current Report Filing (8-k)
13 May 2022 - 6:10AM
Edgar (US Regulatory)
0001507079
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0001507079
2022-05-11
2022-05-11
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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):
May 11, 2022
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, GA | |
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 5.07 Submission of Matters to a Vote of Security Holders.
Annual Meeting of Stockholders
On May 11, 2022, Floor & Decor Holdings,
Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) virtually. The issued
and outstanding shares of stock of the Company entitled to vote at the Annual Meeting consisted of the 105,858,469 shares of common stock
outstanding on the record date, March 16, 2022. The common stockholders of the Company voted on three matters at the Annual
Meeting, all of which were approved. The final voting results from the Annual Meeting as of May 11, 2022, as certified by the inspector
of election, were as follows:
| (1) | A proposal to elect three directors for one-year terms expiring at the 2023 Annual Meeting of Stockholders once their respective
successors have been duly elected and qualified or until their earlier resignation or removal: |
|
|
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
Kamy Scarlett |
|
95,343,562 |
|
194,570 |
|
32,141 |
|
5,157,942 |
Thomas V. Taylor, Jr. |
|
95,155,311 |
|
382,434 |
|
32,528 |
|
5,157,942 |
Charles Young |
|
93,179,876 |
|
1,446,059 |
|
944,338 |
|
5,157,942 |
| (2) | A proposal to ratify the appointment of Ernst & Young LLP as independent auditors for the Company’s 2022 fiscal
year: |
FOR |
|
AGAINST |
|
ABSTAIN |
|
|
100,364,442 |
|
339,649 |
|
24,124 |
|
|
| (3) | A proposal to approve, by non-binding vote, the compensation paid to the Company’s named executive officers, as disclosed
in these proxy materials (commonly known as a “say-on-pay” proposal): |
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
93,557,652 |
|
1,973,089 |
|
39,532 |
|
5,157,942 |
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: May 12, 2022 |
|
By: |
/s/ David V. Christopherson |
|
|
Name: |
David V. Christopherson |
|
|
Title: |
Executive Vice President, General Counsel, and Secretary |
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