Floor Decor Holdings Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under § 240.14a-12

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Floor & Decor Holdings, Inc.

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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March 19, 2024

Dear Stockholder,

You are cordially invited to attend the Annual Meeting of Stockholders of Floor & Decor Holdings, Inc. (the “Company”) to be held on Wednesday, May 8, 2024 at 11:00 A.M. Eastern Time. The Annual Meeting will be held by remote communication in a virtual format at: http://web.lumiagm.com/271307858. To be admitted to the Annual Meeting at http://web.lumiagm.com/271307858, you must log in using the meeting password and the 11-digit control number that can be found on the proxy card, voting instruction form or notice of internet availability you received previously. If you hold your shares through an intermediary, such as a bank, broker or other nominee, you must register in advance to attend the Annual Meeting. To register, you must submit proof of your “legal proxy” obtained from your bank, broker or nominee reflecting your Company holdings, along with your name and email address, to Equiniti Trust Company, LLC: (1) by email to Equiniti Trust Company at proxy@Equiniti.com; (2) by facsimile to (718) 765-8730 or (3) by mail to Equiniti Trust Company, LLC, Attn: Proxy Tabulation Department, 55 Challenger Rd, Ridgefield Park, NJ 07660. Please reference “Floor & Decor 2024 Annual Meeting May 8, 2024” in the subject line. Obtaining a “legal proxy” may take several days and stockholders are advised to register as far in advance as possible. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 P.M. Eastern Time, on May 1, 2024. You will receive a confirmation email from Equiniti Trust Company, LLC of your registration.

During the Annual Meeting, if you were a stockholder of record as of the record date, you will be able to vote by following the instructions on the virtual meeting website at http://web.lumiagm.com/271307858. If you hold shares of the Company’s common stock in “street name” through a broker, bank or other institution or nominee, you must follow the instructions provided by your broker or other financial institution regarding how to instruct your broker or financial institution to vote your shares.

The agenda for the Annual Meeting includes:

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the election of eleven directors for a one-year term expiring in 2025 (Proposal 1);

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the ratification of Ernst & Young LLP as independent auditors for our 2024 fiscal year (Proposal 2);

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an advisory vote to approve the compensation paid to our named executive officers for the fiscal year ended December 28, 2023 (commonly known as a “say-on-pay” proposal) (Proposal 3); and

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an advisory vote on the frequency of advisory votes on executive compensation (commonly known as a “say-on-frequency proposal”) (Proposal 4).

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The Company’s Board of Directors recommends a vote FOR the election of the eleven directors or director nominees, FOR the ratification of the appointment of Ernst & Young LLP as our independent auditors, FOR the approval, on an advisory basis, of compensation paid to our named executive officers for the fiscal year ended December 28, 2023 and to recommend holding the say-on-pay vote ONCE A YEAR.

Your interest in the Company and your vote are very important to us. The enclosed proxy materials contain detailed information regarding the business that will be considered at the Annual Meeting. It is important that all stockholders participate in the affairs of the Company, regardless of the number of shares owned. Accordingly, we encourage you to read the proxy materials and vote your shares as soon as possible. You may authorize your proxy via the Internet or, if you received a paper copy of the proxy materials, by mail by completing and returning the proxy card. On behalf of the Company, I would like to express our appreciation for your ongoing interest in Floor & Decor Holdings, Inc.

Very truly yours,

Thomas V. Taylor

Chief Executive Officer

FLOOR & DECOR HOLDINGS, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 8, 2024

TIME

11:00 A.M. Eastern Time on Wednesday, May 8, 2024

PLACE

http://web.lumiagm.com/271307858

ITEMS OF BUSINESS

(1)

To elect eleven directors for a one-year term expiring at the 2025 annual meeting of stockholders once their respective successors have been duly elected and qualified or until their earlier resignation or removal (Proposal 1).

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(2)

To ratify the appointment of Ernst & Young LLP as independent auditors for our 2024 fiscal year (Proposal 2).

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(3)

To approve, by non-binding vote, the compensation paid to our named executive officers for the fiscal year ended December 28, 2023, as disclosed in these proxy materials (commonly known as a “say-on-pay” proposal) (Proposal 3).

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(4)

To recommend, by non-binding vote, the frequency of future advisory votes on executive compensation (commonly known as a “say-on-frequency” proposal) (Proposal 4).

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(5)

To transact such other business as may properly be brought before the Annual Meeting or any adjournment or postponement thereof.

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RECORD DATE

You are entitled to vote only if you were a stockholder of record at the close of business on March 13, 2024.

PROXY VOTING

It is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we urge you to transmit your voting instructions online atwww.voteproxy.com, or to complete and return a proxy card (no postage is required).

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 8, 2024: As permitted by rules adopted by the Securities and Exchange Commission, rather than mailing a full paper set of these proxy materials, we are mailing to many of our stockholders only a notice of internet availability of proxy materials containing instructions on how to access these proxy materials and authorize their respective proxy votes online. This proxy statement, our 2023 Annual Report on Form 10-K and the proxy card are available atwww.voteproxy.com. You will need your notice of internet availability or proxy card to access these proxy materials.

March 19, 2024

David V. Christopherson

Executive Vice President, Chief Administrative Officer & Chief Legal Officer