Floor & Decor Holdings Inc

1. 1

   Election of 11 Directors

   ManagementBoard: FOR

   Election of 11 director nominees for one-year terms expiring at the 2027 annual meeting.

2. 2

   Ratification of Appointment of Independent Auditors

   ManagementBoard: FOR

   Ratify appointment of Ernst & Young LLP as independent auditors for fiscal 2026.

3. 3

   Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve compensation of named executive officers for fiscal year ended December 25, 2025.

   More detail

   This management proposal seeks a non-binding advisory approval of the company’s executive compensation for fiscal 2025 as disclosed in the proxy. Management requests shareholder endorsement of its pay-for-performance program, which emphasizes a majority of at-risk compensation through annual bonuses tied to net sales and EBIT and long-term equity awards (RSUs and PSUs) tied to ROIC and Adjusted EBIT over multi-year periods. The board highlights changes during Fiscal 2025, including leadership transition, compensation set for new CEO and Executive Chair, and adjustments to incentive structures (e.g., tranche-based Adjusted EBIT for PSUs) to reflect macroeconomic uncertainty. The Compensation Committee and independent consultant (Korn Ferry) reviewed pay levels and performance metrics, and the Board points to strong governance features — clawback policies, stock ownership guidelines, minimum one-year vesting, and limits on problematic practices — to justify recommending a FOR vote. The company notes that pay is materially at-risk (majority) and that prior say-on-pay in 2025 received strong support (96.5%), which the Board considered in structuring pay. Investors should weigh management’s rationale against actual realized pay outcomes (CAP disclosures show volatility tied to stock price movements) and the non-binding nature of the vote; the proposal does not change pay practices but provides an advisory endorsement which the Board will consider in future decisions.

4. 4

   Approval of Amended & Restated 2017 Stock Incentive Plan

   ManagementBoard: FOR

   Approve amendment to extend the term of the 2017 Stock Incentive Plan to February 18, 2036, with no increase in share reserve.

   More detail

   Management requests shareholder approval to extend the term of the company’s equity incentive plan (2017 Plan) to February 18, 2036 without increasing the existing share reserve (9,000,000 shares authorized), arguing that the extension is essential to continue granting equity awards to attract and retain employees and align long-term incentives with stockholder value. The proposal emphasizes no increase in share count, maintenance of minimum vesting and anti-single-trigger change-in-control protections, and includes standard administrative and anti-dilution adjustments. The Board cites historical low burn rate and modest overhang as supporting the extension while balancing dilution concerns. If not approved, the plan would expire April 12, 2027 potentially disrupting the 2027 grant cycle. The Board recommends a FOR vote on these grounds.

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When is the Floor & Decor Holdings Inc 2026 annual meeting?

Floor & Decor Holdings Inc (FND) holds its 2026 annual shareholder meeting on Wednesday, May 6, 2026.

What is the record date for the Floor & Decor Holdings Inc 2026 meeting?

The record date for the Floor & Decor Holdings Inc 2026 meeting is Monday, March 16, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Floor & Decor Holdings Inc's 2026 meeting?

The board is presenting 11 director nominees at the Floor & Decor Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Floor & Decor Holdings Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Floor & Decor Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.