Floor & Decor Holdings, Inc.
For the period ended May 6, 2026. Filed Mar 23, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 6, 2026 · Filed Mar 23, 2026
Contents
Proxy Summary
We are providing these materials in connection with the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company,” “Floor & Decor,” “we,” “us” or “our”). This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider. Please read the entire proxy statement carefully before voting as it contains important information about matters upon which you are being asked to vote.
| TIME | 1:00 P.M. Eastern Time on Wednesday, May 6, 2026 |
|---|---|
| PLACE | www.virtualshareholdermeeting.com/FND2026 |
| RECORD DATE | You are entitled to vote only if you were a stockholder of record at the close of business on March 16, 2026. |
For more information on attending the Annual Meeting, voting your shares, and submitting questions, please see “Questions About the Annual Meeting and These Proxy Materials” beginning onpage 61 of this proxy statement.
Agenda and Voting Recommendations
| Proposal · Board Recommendation · See Page | |||
|---|---|---|---|
| (1) | Election of 11 directors for a one-year term 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. | FOR each Nominee | 3 |
| (2) | Ratification of the appointment of Ernst & Young LLP as independent auditors for our 2026 fiscal year. | FOR | 19 |
| (3) | Approval, by non-binding vote, of the compensation paid to our named executive officers for the fiscal year ended December 25, 2025, as disclosed in these proxy materials (commonly known as a “Say-on-Pay” proposal). | FOR | 49 |
| (4) | Approval of our Amended & Restated 2017 Stock Incentive Plan. | FOR | 50 |
| (5) | Such other business as may properly be brought before the Annual Meeting or any adjournment or postponement thereof. | 64 | |
Board of Director Nominees
The following table provides summary information about each director nominee. Each director nominee is standing for election for a one-year term or until his or her successor is duly elected and qualified. All of the director nominees are current directors.
| Name | Age | Director Since | Principal Occupation | Committees |
|---|---|---|---|---|
| Nada Aried | 55 | January 2025 | Executive Vice President and Chief Digital Technology Officer, Safelite AutoGlass | Audit Committee |
| Norman Axelrod | 73 | November 2010 | Former Chief Executive Officer, Linens ‘n Things, Inc. | Compensation Committee |
| William Giles | 66 | April 2021 | Former Chief Financial Officer, AutoZone, Inc. | Audit Committee |
| Dwight James | 52 | September 2021 | Senior Vice President, Delta Air Lines, Inc. and Chief Executive Officer, Delta Vacations | Nominating and Corporate Governance Committee |
| Melissa Kersey | 51 | May 2023 | Executive Vice President and Chief Human Resources Officer, Tractor Supply Company | Compensation Committee |
| Ryan Marshall | 51 | January 2021 | Chief Executive Officer and President, PulteGroup, Inc. | Compensation Committee |
| Bradley Paulsen | 50 | December 2025 | Chief Executive Officer, Floor & Decor Holdings, Inc. | None |
| Thomas Taylor | 60 | December 2012 | Executive Chair, Floor & Decor Holdings, Inc. | None |
| Felicia Thornton | 62 | April 2017 | Former Interim Chief Executive Officer, 99 Cents Only Stores LLC | Audit Committee (effective March 27, 2026); Nominating and Corporate Governance Committee |
| George Vincent West | 71 | 2000 | Founder, Floor & Decor | None |
| Charles Young | 57 | January 2021 | Chief Executive Officer, Sun Communities, Inc. | Nominating and Corporate Governance Committee |
PROXY STATEMENT
Floor & Decor Holdings, Inc., a Delaware corporation (the “Company,” “Floor & Decor,” “we,” “us” or “our”), has prepared this document in connection with the solicitation by the Board of Directors (the “Board”) of the Company of your proxy to vote upon certain matters at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”).
These proxy materials contain information regarding the Annual Meeting, to be held on May 6, 2026, beginning at 1:00 P.M. Eastern Time, by remote communication in a virtual format at: www.virtualshareholdermeeting.com/FND2026, and at any adjournment or postponement thereof. As permitted by the rules adopted by the Securities and Exchange Commission (the “SEC”), 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 (the “Notice”) containing instructions on how to access and review these proxy materials and authorize their respective proxy votes online. If you receive the Notice and would like to receive a paper copy of these proxy materials, you should follow the instructions for requesting such materials located atwww.proxyvote.com.
The approximate date that this proxy statement, the proxy card, and our 2025 Annual Report on Form 10-K (the “2025 Annual Report”) are first being sent or given to our stockholders is March 23, 2026. The information in this proxy statement is as of March 23, 2026, unless otherwise indicated.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.