Floor & Decor Holdings, Inc.

Home Improvement Retail • Consumer Cyclical • Atlanta, GA, United States • FND (NYQ)

404 471 1634 2500 Windy Ridge Parkway SE, Atlanta, GA 30339, United States

Quarter: Q2 2025 Reported: May 12, 2025 Sentiment: Neutral

Floor & Decor Holdings, Inc., together with its subsidiaries, operates as a multi-channel specialty retailer of hard surface flooring and related accessories, and commercial surfaces seller in the United States. The company offers wood-based laminate flooring, vinyl, and engineered/composite rigid core vinyl; porcelain and ceramic tile, porcelain mosaics, and porcelain tile slabs; grout, mortar, backer board, tools, adhesives, underlayments, moldings, and stair treads; and decorative tiles and mosaics, which includes natural stone, porcelain, ceramic, glass, wall tile, and decorative trims. The company also provides solid prefinished and unfinished hardwood, engineered hardwood, bamboo, and wood countertops; marble, limestone, travertine, slate, ledger, prefabricated countertops, thresholds, and shower benches; vanities, shower doors, bath accessories, faucets, sinks, custom countertops, bathroom mirrors, and bathroom lighting. It sells products through its warehouse-format stores and five small-format design studios, as well as through Website, FloorandDecor.com. The company serves professional installers, commercial businesses, and homeowners. The company was formerly known as FDO Holdings, Inc. and changed its name to Floor & Decor Holdings, Inc. in April 2017. Floor & Decor Holdings, Inc. was founded in 2000 and is headquartered in Atlanta, Georgia.

Analysis Summary

Floor & Decor Holdings, Inc. conducted its 2025 Annual Meeting virtually on May 7, 2025, where stockholders voted on seven key matters, primarily focused on corporate governance. The most notable approvals included amendments to the Company's Certificate of Incorporation and Bylaws. Specifically, stockholders approved: 1) The elimination of legacy classified board provisions, streamlining the board structure. 2) Provisions for officer exculpation as permitted by Delaware law, offering protection against certain liabilities. 3) A significant governance enhancement allowing stockholders holding 25% or more of the Company's common stock to cause the Company to call special meetings, subject to specific procedural requirements detailed in the Amended Bylaws. This proposal passed with strong support (94,547,217 FOR votes). A separate stockholder proposal for a general shareholder right to call special meetings was not approved, indicating a preference for the 25% threshold. All eleven nominees for election as directors were successfully elected for one-year terms, demonstrating continuity in board leadership. The appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2025 was ratified with overwhelming support. Additionally, the non-binding "say-on-pay" proposal regarding executive compensation for fiscal year 2024 was approved. The meeting outcomes suggest a strong alignment between management and a significant portion of the stockholder base on corporate governance matters. No financial performance data, revenue, earnings, or forward guidance was discussed or provided in this filing, as it pertains solely to the Annual Meeting's administrative and governance outcomes.

Key Highlights

• Stockholders approved amendments allowing 25% ownership to call special meetings.
• Officer exculpation provisions were approved as per Delaware law.
• Legacy classified board provisions were eliminated.
• All eleven director nominees were elected for one-year terms.
• Ernst & Young LLP was ratified as the independent auditor for 2025.
• Executive "say-on-pay" proposal for FY2024 was approved.
• No financial results or guidance were provided in this corporate filing.

Financial Metrics

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Stock Performance (90 Days)

Data through Feb 13, 2026

Positive Signals

• Strong stockholder support for management-backed corporate governance proposals.
• Enhanced corporate governance framework with the 25% special meeting threshold.
• Board stability maintained with all director nominees elected.
• Ratification of independent auditor for the upcoming fiscal year.

Risks & Concerns

— No financial performance, revenue, earnings, or guidance information was provided in this corporate governance filing.
— The implications of the new 25% stockholder special meeting right, while enhancing governance, could potentially lead to more frequent or challenging stockholder engagements.
— No other operational or market-specific risks were discussed in this document.