Floor & Decor (FND) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 6, 2026, to be held virtually; record date is March 16, 2026.

• Key agenda items: election of 11 directors, ratification of auditors, advisory vote on executive compensation, and approval of amended stock incentive plan.

• Net sales for fiscal 2025 increased 5.1% to $4.68 billion; 20 new stores opened; gross margin rose to 43.6%.

• Board recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Election of 11 directors for one-year terms expiring in 2027.

• Ratification of Ernst & Young LLP as independent auditors for fiscal 2026.

• Advisory (non-binding) vote on executive compensation for fiscal 2025 (Say-on-Pay).

• Approval of Amended & Restated 2017 Stock Incentive Plan, extending plan term to 2036.

• Board recommends FOR all proposals.

Board of directors and corporate governance

• Board held seven meetings in fiscal 2025; all directors attended at least 75% of meetings.

• Board currently has 12 members; 11 standing for re-election, with one retirement.

• Majority of directors are independent per NYSE rules.

• Board leadership structure separates CEO and Executive Chair roles; Lead Director provides independent oversight.

• Board committees: Audit, Compensation, and Nominating; each has defined charters and responsibilities.

• Annual board and committee self-evaluations conducted.