Floor & Decor (FND) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 7, 2025, with voting open until May 6, 2025, at 11:59 PM ET.

• Shareholders can access proxy materials online or request paper/email copies by April 23, 2025.

• Meeting will be held virtually, allowing remote participation and voting.

Voting matters and shareholder proposals

• Election of eleven directors, with board recommending a vote for all nominees.

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

• Advisory (non-binding) vote to approve executive compensation for 2024.

• Amendments to the Certificate of Incorporation to eliminate legacy classified board provisions and provide for officer exculpation as permitted by Delaware law.

• Amendment to allow stockholders with 25%+ ownership to call a special meeting; separate shareholder proposal on the same topic, which the board recommends voting against.

Board of directors and corporate governance

• Board recommends all director nominees for election at the annual meeting.

• Proposed governance changes include eliminating legacy classified board provisions and updating officer exculpation.