Current Report Filing (8-k)
May 14 2021 - 3:37PM
Edgar (US Regulatory)
0001507079
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0001507079
2021-05-12
2021-05-12
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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 12, 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, GA
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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
5.07 Submission of Matters to a Vote of Security Holders.
Annual Meeting of Stockholders
On May 12, 2021, 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 104,609,895 shares of Class A common
stock outstanding on the record date, March 16, 2021. A quorum was present at the Annual Meeting, and the common stockholders
of the Company voted on five matters, all of which were approved. The final voting results from the Annual Meeting as of May 12,
2021, as certified by the inspector of election, were as follows:
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(1)
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A proposal to elect four Class I directors of the Company
to serve for three-year terms expiring at the 2024 Annual Meeting of Stockholders once their respective successors have been duly elected
and qualified or until their earlier resignation or removal:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-
VOTES
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Norman H. Axelrod
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92,974,965
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1,036,897
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7,830
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4,818,587
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Ryan Marshall
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93,362,013
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64,616
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593,063
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4,818,587
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Richard L. Sullivan
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93,119,133
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307,786
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|
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592,773
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4,818,587
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Felicia D. Thornton
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91,937,992
|
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1,488,630
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|
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593,070
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4,818,587
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(2)
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A proposal to ratify the appointment of Ernst & Young LLP
as independent auditors for the Company’s 2021 fiscal year:
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FOR
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|
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AGAINST
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|
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ABSTAIN
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98,483,945
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346,046
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8,288
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(3)
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A proposal to approve, by non-binding vote, the compensation
paid to the Company’s named executive officers (commonly known as a “say-on-pay” proposal):
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-
VOTES
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92,826,365
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1,107,240
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86,087
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4,818,587
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(4)
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A proposal to approve amendments to the Company’s Restated
Certificate of Incorporation (the “Charter”) to declassify the Company’s Board of Directors.
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FOR
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AGAINST
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ABSTAIN
|
|
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BROKER NON-
VOTES
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93,998,268
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|
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9,060
|
|
|
12,364
|
|
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4,818,587
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|
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(5)
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A proposal to approve amendments to the Company’s Charter
to eliminate supermajority voting requirements and other obsolete provisions, including the elimination of Class B Common Stock and Class
C Common Stock:
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FOR
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|
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AGAINST
|
|
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ABSTAIN
|
|
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BROKER NON-
VOTES
|
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93,981,735
|
|
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23,834
|
|
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14,123
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4,818,587
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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: May 14, 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, Secretary and General Counsel
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