8-K
filed May 12, 2025, 7:59 PM ET
ticker FND
CIK 0001507079
other material
confidence high
sentiment neutral
materiality 0.50
Floor & Decor stockholders approve charter amendments, including 25% special meeting right
Floor & Decor Holdings, Inc.
- Stockholders approved eliminating classified board, officer exculpation, and allowing 25% holders to call special meetings.
- All 11 director nominees elected; vote tally for each ranged from ~96.9M to ~98.8M for with few against.
- Say-on-pay passed with ~95.3M for (~96.4% of votes cast); ratification of Ernst & Young approved with ~102.8M for.
- Stockholder proposal on special meeting right failed with ~39.1M for vs ~59.7M against; company-backed proposal passed ~94.5M for.
- Amended bylaws detail procedural requirements for 25% holders to request a special meeting.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.99
Floor & Decor Holdings, Inc.: Amended certificate of incorporation to allow stockholders holding 25% or more of common stock to call special meetings (effective 2025-05-07).
- Change
- charter amendment
- Effective
- 2025-05-07
Exact text from the filing
On May 7, 2025, the stockholders of Floor & Decor Holdings, Inc. (the “Company”) at its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) approved amendments (the “Amendments”) to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”), as described in the Company’s definitive proxy statement filed on March 24, 2025 (the “Proxy Statement”) to (a) eliminate legacy classified board provisions that no longer apply, (b) provide for the exculpation of officers as permitted by Delaware law, and (c) allow stockholders holding 25% or more of the Company’s common stock to cause the Company to call special meetings of stockholders (the “Special Meeting Amendment”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.99
Floor & Decor Holdings, Inc.: Amended certificate of incorporation to eliminate legacy classified board provisions that no longer apply (effective 2025-05-07).
- Change
- charter amendment
- Effective
- 2025-05-07
Exact text from the filing
On May 7, 2025, the stockholders of Floor & Decor Holdings, Inc. (the “Company”) at its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) approved amendments (the “Amendments”) to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”), as described in the Company’s definitive proxy statement filed on March 24, 2025 (the “Proxy Statement”) to (a) eliminate legacy classified board provisions that no longer apply, (b) provide for the exculpation of officers as permitted by Delaware law, and (c) allow stockholders holding 25% or more of the Company’s common stock to cause the Company to call special meetings of stockholders (the “Special Meeting Amendment”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.99
Floor & Decor Holdings, Inc.: Adopted fourth amended and restated bylaws to implement special meeting procedures for stockholders holding 25% or more of common stock (effective 2025-05-08).
- Change
- bylaw amendment
- Effective
- 2025-05-08
Exact text from the filing
In connection with the implementation of the Special Meeting Amendment, the Board of Directors (the “Board”) of the Company approved and adopted the Fourth Amended and Restated Bylaws of the Company (the “Amended Bylaws”), effective May 8, 2025.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.99
Floor & Decor Holdings, Inc.: Amended certificate of incorporation to provide for exculpation of officers as permitted by Delaware law (effective 2025-05-07).
- Change
- charter amendment
- Effective
- 2025-05-07
Exact text from the filing
On May 7, 2025, the stockholders of Floor & Decor Holdings, Inc. (the “Company”) at its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) approved amendments (the “Amendments”) to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”), as described in the Company’s definitive proxy statement filed on March 24, 2025 (the “Proxy Statement”) to (a) eliminate legacy classified board provisions that no longer apply, (b) provide for the exculpation of officers as permitted by Delaware law, and (c) allow stockholders holding 25% or more of the Company’s common stock to cause the Company to call special meetings of stockholders (the “Special Meeting Amendment”).
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.