{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-24-059942","form_type":"8-K","ticker":"FND","cik":"0001507079","company_name":"Floor & Decor Holdings, Inc.","filed_at":"2024-05-10T23:59:59+00:00","discovered_at":"2026-05-14T18:03:18.734620+00:00","generated_at":"2026-06-02T03:37:19.111003+00:00","sec_items":["5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.25,"calibrated_materiality_score":0.15,"confidence":"high","headline":"Floor & Decor shareholders elect 11 directors, approve say-on-pay at annual meeting","bullets":["All 11 director nominees elected; Felicia Thornton received 86.6M for, 8.8M against.","Ratification of Ernst & Young as auditors for FY2024 passed with 100.2M for, 150.9K against.","Say-on-pay approved with 83.7M for, 11.0M against, 727K abstain.","Say-on-frequency set at 1 year with 94.8M votes in favor.","Approximately 107M shares outstanding; broker non-votes of 4.97M on director and say-on-pay items."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-24-059942","json":"https://secwatch.observer/filing/0001104659-24-059942.json","markdown":"https://secwatch.observer/filing/0001104659-24-059942.md","text":"https://secwatch.observer/filing/0001104659-24-059942.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1507079/000110465924059942/0001104659-24-059942-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1507079/000110465924059942/tm2413949d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-02T03:37:19.111003+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":"2cf503de0a4c99de8af3af9382d16a79a1942722","claim":"Floor & Decor Holdings, Inc. shareholders approved Election of eleven directors for one-year terms expiring at the 2025 Annual Meeting at the 2024-05-08 meeting.","evidence_excerpt":"A proposal to elect eleven directors for one-year terms expiring at the 2025 Annual Meeting of Stockholders once their respective successors have been duly elected and qualified or until their earlier resignation or removal","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1507079/000110465924059942/0001104659-24-059942-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-05-08"}],"fact_type":"shareholder_vote"},{"claim_id":"a4c02a3c3885bd46589e6c926bb28efd8c261791","claim":"Floor & Decor Holdings, Inc. shareholders approved Recommend, by non-binding vote, the frequency of future advisory votes on executive compensation (say-on-frequency) at the 2024-05-08 meeting.","evidence_excerpt":"A proposal to recommend, by non-binding vote, the frequency of future advisory votes on executive compensation (commonly known as a “say-on-frequency” proposal): 1 YEAR 2 YEARS 3 YEARS ABSTAIN 94,830,130 171,499 388,456 69,186","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1507079/000110465924059942/0001104659-24-059942-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-05-08"}],"fact_type":"shareholder_vote"},{"claim_id":"c37b6dc5ac571d757d2627b46959090a4479ad09","claim":"Floor & Decor Holdings, Inc. shareholders approved Ratify the appointment of Ernst & Young LLP as independent auditors for the 2024 fiscal year at the 2024-05-08 meeting.","evidence_excerpt":"A proposal to ratify the appointment of Ernst & Young LLP as independent auditors for the Company’s 2024 fiscal year: FOR AGAINST ABSTAIN 100,240,951 150,853 34,585","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1507079/000110465924059942/0001104659-24-059942-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-05-08"}],"fact_type":"shareholder_vote"},{"claim_id":"e1419d1a81b7c38d9b4ea847ca194dcbd9cb706c","claim":"Floor & Decor Holdings, Inc. shareholders approved Approve, by non-binding vote, the compensation paid to the Company’s named executive officers for fiscal year ended December 28, 2023 at the 2024-05-08 meeting.","evidence_excerpt":"A proposal to approve, by non-binding vote, the compensation paid to the Company’s named executive officers for the Company’s fiscal year ended December 28, 2023, as disclosed in the Company’s proxy materials (commonly known as a “say-on-pay” proposal): FOR AGAINST ABSTAIN BROKER NON-VOTES 83,712,419 11,019,585 727,267 4,967,118","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1507079/000110465924059942/0001104659-24-059942-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-05-08"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}