--- schema_version: "secwatch.filing_event.v1" accession: "0001507079-25-000100" form_type: "8-K" ticker: "FND" cik: "0001507079" company_name: "Floor & Decor Holdings, Inc." filed_at: "2025-05-12T23:59:59+00:00" generated_at: "2026-05-21T23:32:24.331828+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # Floor & Decor stockholders approve charter amendments, including 25% special meeting right ## Summary - 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. ## SEC filing metadata - accession: 0001507079-25-000100 - form_type: 8-K - ticker: FND - cik: 0001507079 - company_name: Floor & Decor Holdings, Inc. - filed_at: 2025-05-12T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1507079/000150707925000100/0001507079-25-000100-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1507079/000150707925000100/fnd-20250507.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001507079-25-000100 - JSON: https://secwatch.observer/filing/0001507079-25-000100.json - Plain text: https://secwatch.observer/filing/0001507079-25-000100.txt ## Key facts - Governance Changes 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1507079/000150707925000100/0001507079-25-000100-index.htm - Governance Changes 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1507079/000150707925000100/0001507079-25-000100-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1507079/000150707925000100/0001507079-25-000100-index.htm - Governance Changes 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1507079/000150707925000100/0001507079-25-000100-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.