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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 6, 2026

Floor & Decor Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-38070			27-3730271
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

2500 Windy Ridge Parkway SE						30339
Atlanta,			Georgia
(Address of principal executive offices)						(Zip Code)

(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:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Class A common stock, $0.001 par value per share			FND			New York Stock Exchange

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.  ☐

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

Annual Meeting of Stockholders

On May 6, 2026, the Company held its Annual Meeting virtually. The issued and outstanding shares of stock of the Company entitled to vote at the Annual Meeting consisted of the 108,094,150 shares of common stock outstanding on the record date, March 16, 2026. The common stockholders of the Company voted on four matters at the Annual Meeting. The final voting results from the Annual Meeting as of May 6, 2026, as certified by the inspector of election, were as follows:

1.The eleven nominees for election as directors for one-year terms expiring at the 2027 Annual Meeting of Stockholders once their respective successors have been duly elected and qualified, or until their earlier resignation or removal, were elected by majority vote:

			FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
Nada Aried			99,069,007						131,319						88,740						4,183,844
Norman Axelrod			98,480,727						719,531						88,808						4,183,844
William Giles			99,013,659						184,668						90,739						4,183,844
Dwight James			98,414,976						714,698						159,392						4,183,844
Melissa Kersey			98,782,360						418,688						88,018						4,183,844
Ryan Marshall			98,965,803						234,475						88,788						4,183,844
Bradley Paulsen			98,851,189						349,832						88,045						4,183,844
Thomas Taylor			98,450,396						750,652						88,018						4,183,844
Felicia Thornton			97,052,971						2,145,365						90,730						4,183,844
George Vincent West			98,502,106						698,315						88,645						4,183,844
Charles Young			98,201,581						927,741						159,744						4,183,844

2.The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified.

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
103,014,366						377,565						80,979						0

3.The proposal to approve, by non-binding vote, the compensation paid to the Company’s named executive officers for the Company’s fiscal year ended December 25, 2025, as disclosed in the Company’s proxy materials (commonly known as a “say-on-pay” proposal), was approved.

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
95,940,779						3,244,723						103,564						4,183,844

4.The proposal to approve the Amended and Restated 2017 Stock Incentive Plan was approved.

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
98,622,276						565,442						101,348						4,183,844

Item 9.01.            Financial Statements and Exhibits.

(d)    Exhibits:

Exhibit Number			Description
104			Cover Page Interactive Data File (embedded within the inline XBRL document)

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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.

			FLOOR & DECOR HOLDINGS, INC.
Date:          May 7, 2026						By:			/s/ David V. Christopherson
						Name:			David V. Christopherson
						Title:			Executive Vice President, Chief Administrative Officer and Chief Legal Officer

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