---
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"
generated_at: "2026-06-02T03:37:19.111003+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Floor & Decor shareholders elect 11 directors, approve say-on-pay at annual meeting

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-24-059942
- JSON: https://secwatch.observer/filing/0001104659-24-059942.json
- Plain text: https://secwatch.observer/filing/0001104659-24-059942.txt

## Key facts
- Shareholder Votes
  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.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-05-08
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1507079/000110465924059942/0001104659-24-059942-index.htm
- Shareholder Votes
  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.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2024-05-08
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1507079/000110465924059942/0001104659-24-059942-index.htm
- Shareholder Votes
  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.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2024-05-08
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1507079/000110465924059942/0001104659-24-059942-index.htm
- Shareholder Votes
  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.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2024-05-08
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1507079/000110465924059942/0001104659-24-059942-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.