8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 13, 2020

Floor & Decor Holdings, Inc.

(Exact name of registrant as specified in its charter)

(404) 471-1634

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item5.07  Submission of Matters to a Vote of Security Holders**.**

Annual Meeting of Stockholders

On May 13, 2020, Floor & Decor Holdings, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) virtually.  The issued and outstanding shares of stock of the Company entitled to vote at the Annual Meeting consisted of the 102,286,912 shares of Class A common stock outstanding on the record date, March 17, 2020.  A quorum was present at the Annual Meeting and the stockholders of the Company voted on three matters, all of which were approved.  The final voting results from the Annual Meeting as of May 13, 2020, as certified by the inspector of election, were as follows:

(1)    A proposal to elect three Class III directors of the Company to serve for three-year terms expiring at the 2023 Annual Meeting of Stockholders once their respective successors have been duly elected and qualified or until their earlier resignation or removal was approved, based on the following votes:

(2)    A proposal to ratify the appointment of Ernst & Young LLP as independent auditors for the Company’s 2020 fiscal year was approved, based on the following votes:

There were no broker non-votes on this matter.

(3)    A proposal to approve, by non-binding vote, the compensation paid to the Company’s named executive officers (commonly known as a “say-on-pay” proposal) was approved, based on the following votes:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.