{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-059719","form_type":"8-K","ticker":"FND","cik":"0001507079","company_name":"Floor & Decor Holdings, Inc.","filed_at":"2023-05-12T23:59:59+00:00","discovered_at":"2026-05-14T18:03:39.150396+00:00","generated_at":"2026-06-15T02:26:51.499325+00:00","sec_items":["5.02","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.35,"calibrated_materiality_score":0.35,"confidence":"high","headline":"Floor & Decor stockholders approve 4M share increase to stock incentive plan, raising pool to 9M shares","bullets":["Amendment to 2017 Stock Incentive Plan approved: shares reserved increased by 4,000,000 to 9,000,000 total.","Six directors elected for one-year terms; votes ranged from 86.4M (Charles Young) to 94.2M (Melissa Kersey).","Ernst & Young LLP ratified as independent auditor for FY 2023 with 99.8M for, 203,574 against.","Say-on-pay proposal approved: 93.3M for, 917,919 against, 5.7M broker non-votes.","Share count: 106,380,829 shares outstanding as of record date March 15, 2023."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-059719","json":"https://secwatch.observer/filing/0001104659-23-059719.json","markdown":"https://secwatch.observer/filing/0001104659-23-059719.md","text":"https://secwatch.observer/filing/0001104659-23-059719.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1507079/000110465923059719/0001104659-23-059719-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1507079/000110465923059719/tm2315477d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-15T02:26:51.499325+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0fcf29b297c84cce122437974792aaa9c6e5a86a","claim":"Floor & Decor Holdings, Inc. shareholders approved Approve, by non-binding vote, the compensation paid to the Company’s named executive officers at the 2023-05-10 meeting.","evidence_excerpt":"(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 93,345,933 917,919 18,580 5,713,468","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1507079/000110465923059719/0001104659-23-059719-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-10"}],"fact_type":"shareholder_vote"},{"claim_id":"33d30d33aa9ec55287c15199da71f10eb39eed6f","claim":"Floor & Decor Holdings, Inc. shareholders approved Election of six directors for one-year terms expiring at the 2024 Annual Meeting at the 2023-05-10 meeting.","evidence_excerpt":"The common stockholders of the Company voted on four matters at the Annual Meeting, all of which were approved. The final voting results from the Annual Meeting as of May 10, 2023, as certified by the inspector of election, were as follows: (1) A proposal to elect six directors for one-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: FOR AGAINST ABSTAIN BROKER NON- VOTES Dwight James 90,158,647 4,089,428 34,357 5,713,468 Melissa Kersey 94,196,963 56,374 29,095 5,713,468 Peter M. Starrett 92,534,965 1,716,152 31,315 5,713,468 Thomas V. Taylor, Jr. 93,817,844 433,665 30,923 5,713,468 George Vincent West 93,530,539 629,463 122,430 5,713,468 Charles Young 86,387,930 7,863,489 31,013 5,713,468","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1507079/000110465923059719/0001104659-23-059719-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-10"}],"fact_type":"shareholder_vote"},{"claim_id":"b780748f96d3462268666df091a4770f66e5105e","claim":"Floor & Decor Holdings, Inc. shareholders approved Ratify the appointment of Ernst & Young LLP as independent auditors for the Company’s 2023 fiscal year at the 2023-05-10 meeting.","evidence_excerpt":"(2) A proposal to ratify the appointment of Ernst & Young LLP as independent auditors for the Company’s 2023 fiscal year: FOR AGAINST ABSTAIN 99,785,576 203,574 6,750","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1507079/000110465923059719/0001104659-23-059719-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-10"}],"fact_type":"shareholder_vote"},{"claim_id":"ece2c948a4aabc96b668cc7ccebd76206d1d44e9","claim":"Floor & Decor Holdings, Inc. shareholders approved Approve an amendment to the Company’s 2017 Stock Incentive Plan to increase the number of shares reserved for issuance by 4,000,000 shares, such that the total number of shares reserved for issuance is 9,000,000 shares at the 2023-05-10 meeting.","evidence_excerpt":"(4) A proposal to approve an amendment to the Company’s 2017 Stock Incentive Plan to increase the number of shares reserved for issuance by 4,000,000 shares, such that the total number of shares reserved for issuance is 9,000,000 shares : FOR AGAINST ABSTAIN BROKER NON- VOTES 93,319,978 938,772 23,682 5,713,468","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1507079/000110465923059719/0001104659-23-059719-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-10"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}