Floor & Decor (FND) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 7, 2025, to be held virtually; record date is March 10, 2025.

• Key agenda items include election of 11 directors, ratification of auditors, advisory vote on executive compensation, and several amendments to the Certificate of Incorporation.

• Board recommends voting FOR all management proposals and AGAINST the shareholder proposal regarding special meeting rights.

Voting matters and shareholder proposals

• Election of 11 directors for a one-year term expiring in 2026.

• Ratification of Ernst & Young LLP as independent auditors for fiscal 2025.

• Advisory vote to approve executive compensation for fiscal 2024 (Say-on-Pay).

• Amendments to the Certificate of Incorporation: eliminate legacy classified board provisions, provide for officer exculpation, and allow stockholders with 25%+ ownership to call special meetings.

• Shareholder proposal to allow 10% ownership threshold for calling special meetings, which the Board opposes.

Board of directors and corporate governance

• Board consists of 11 nominees, all current directors, with a mix of tenure and expertise.

• Nine of 11 directors are independent per NYSE standards.

• Board leadership is split between CEO and Chairman roles.

• Board committees: Audit, Compensation, and Nominating, each with defined responsibilities and independent members.

• Annual board and committee self-evaluations drive ongoing refreshment and governance improvements.