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 SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported): May 10, 2023

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. ¨

Item 5.02  Departureof Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described below, on May 10, 2023, at the annual meeting of stockholders (the “Annual Meeting”) of Floor & Decor Holdings, Inc. (the “Company”), the stockholders of the Company approved an amendment (the “Amendment”) to the Floor & Decor Holdings, Inc. 2017 Stock Incentive Plan (the “Plan”). Pursuant to the Amendment, the number of shares reserved for issuance was increased by 4,000,000 shares, such that the total number of shares reserved for issuance under the Plan is 9,000,000 shares. The Amendment and the Plan are described in Proposal 4 in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed with the United States Securities and Exchange Commission on March 21, 2023, and which is incorporated by reference herein.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07  Submission of Matters to a Vote of Security Holders.

Annual Meeting of Stockholders

On May 10, 2023, the Company held the Annual Meeting virtually.  The issued and outstanding shares of stock of the Company entitled to vote at the Annual Meeting consisted of the 106,380,829 shares of common stock outstanding on the record date, March 15, 2023.  The common stockholders of the Company voted on four matters at the Annual Meeting, all of which were approved.  The final voting results from the Annual Meeting as of May 10, 2023, as certified by the inspector of election, were as follows:

Item 9.01 Financial Statements and Exhibits.

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.

Exhibit 10.1

AMENDMENT NO. 1

TO THE FLOOR & DECORHOLDINGS, INC.

2017 STOCK INCENTIVE PLAN

THISAMENDMENT NO. 1 to the Floor & Decor Holdings, Inc. 2017 Stock Incentive Plan (this “Amendment No. 1”) is made as of May 10, 2023, by Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), to be effective as set forth herein.

WHEREAS, the Company maintains the Floor & Decor Holdings, Inc. 2017 Stock Incentive Plan (the “Plan”); and

WHEREAS, pursuant to Article XIII of the Plan, the Company desires to amend the Plan to increase the aggregate number of shares of Company Class A common stock, par value $0.001 per share (“Common Stock”) for issuance under the Plan;

NOW,THEREFORE, the Plan is hereby amended, as follows:

Section 4.1(a)(i) of the Plan is hereby amended by deleting the present section in its entirety and substituting the following in lieu thereof:

4.1.         Shares.

(a)           General Limitations.

(i)            The aggregate number of shares of Common Stock that may be issued or used for reference purposes or with respect to which Awards may be granted over the term of the Plan shall not exceed 9,000,000 shares (subject to any increase or decrease pursuant to Section 4.2).

*        *        *         *        *

This Amendment No. 1 to the Plan is subject to approval by the stockholders of the Company at a meeting duly called for such purposes. Capitalized terms not specifically defined in this Amendment No. 1 to the Plan shall have the meanings provided to them in the Plan. Except as hereby modified, the Plan shall remain in full force and effect.