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Floor & Decor Holdings, Inc. is asking stockholders to vote at its virtual Annual Meeting on May 6, 2026, on electing 11 directors, ratifying Ernst & Young as 2026 auditors, an advisory Say-on-Pay vote, and approval of an Amended & Restated 2017 Stock Incentive Plan. The Board recommends voting FOR all proposals.
The company highlights its growth model as a high‑growth, multi‑channel specialty retailer of hard surface flooring, focused on Pro customers, design services, and a direct sourcing supply chain. In fiscal 2025 it opened 20 new warehouse-format stores, grew net sales 5.1% to $4,684.1 million, and increased gross margin by 30 basis points to 43.6% versus 43.3% in 2024.
The proxy also details governance practices, board committee structures, director independence, and a leadership transition in which Thomas Taylor moved from CEO to Executive Chair and Bradley Paulsen became CEO, with pay programs built around performance-based cash incentives and equity awards.
Floor & Decor Holdings, Inc. executive vice president and chief information officer John J. Adamson reported two small share disposals related to tax withholding on vested restricted stock units. On February 26, 154 Class A shares at $70.14 were surrendered, followed by 254 shares at $69.09 on February 27. After these transactions, he held 17,377 shares directly. The footnote explains these were shares underlying RSUs surrendered to cover tax obligations, and the deemed dispositions are exempt under Rule 16b-3(e), indicating they were administrative, not open-market sales.
Floor & Decor Holdings EVP Steven Alan Denny reported tax-related share dispositions. On February 26–27, he surrendered a total of 1,033 shares of Class A common stock, at deemed prices around $69–70 per share, to cover tax withholding on vesting restricted stock units. After these transactions, he directly held about 19,131 shares.
Floor & Decor Holdings, Inc. Executive Chair Thomas V. Taylor reported several tax-related share dispositions in Class A common stock. On February 26 and 27, 2026, he surrendered 3,016, 2,870, and 10,262 shares at prices around $70.14 and $69.09 per share to cover tax withholding on vested restricted stock units, as described in the footnote. After these direct transactions, he held 193,238 shares directly and 33,938 shares indirectly through the Taylor Grantor Retained Annuity Trust.
Floor & Decor Holdings, Inc. executive David Victor Christopherson, EVP, CAO & CLO, reported several Form 4 transactions involving Class A common stock. On February 26–27, 2026, he surrendered shares underlying restricted stock units to cover tax withholding obligations upon RSU vesting, coded as tax-withholding dispositions (Code F) rather than open-market sales. Following these transactions, he directly owned 24,860 shares of Class A common stock.
Floor & Decor Holdings EVP & CFO Bryan Langley reported small share disposals tied to tax withholding on equity awards. On February 26–27, he surrendered 319, 273 and 270 shares of Class A common stock at prices around $69–$70 per share.
According to the footnote, these shares came from vested restricted stock units and were withheld to cover his tax obligations, rather than sold in open-market transactions. After the latest transaction on February 27, he directly owned 28,541 shares of Class A common stock.
Floor & Decor Holdings EVP of Merchandising Ersan Sayman reported tax-related share dispositions tied to restricted stock unit (RSU) vesting. On February 26, 2026 and February 27, 2026, RSUs were settled and a portion of the underlying Class A common shares was surrendered to satisfy tax withholding obligations.
These Form 4 entries, coded "F," reflect tax-withholding dispositions rather than open-market sales. Following the latest transaction on February 27, 2026, Sayman directly owned 51,239 shares of Floor & Decor Class A common stock.
Floor & Decor Holdings executive vice president and chief financial officer Bryan Langley reported routine equity award activity involving the company’s Class A common stock. On 2/24/2026, 837 shares were surrendered at a deemed price of $69.61 per share to cover tax withholding upon vesting of restricted stock units, a disposition that is exempt under Rule 16b-3(e).
On the same date, Langley acquired 2,442 shares at no cost as part of a performance-based award originally granted on 2/24/2025, after the Compensation Committee certified achievement of performance conditions on 2/19/2026. This sub-tranche remains subject to time-based vesting through the end of the third anniversary of the grant date, and his directly held stake increased to 29,403 shares.
Floor & Decor Holdings, Inc. reported that Chief Executive Officer Bradley Paulsen acquired 7,940 shares of Class A common stock as a grant or award. These shares represent a sub-tranche of a performance award originally granted on May 5, 2025, earned after meeting performance conditions certified on February 19, 2026. Following this award, Paulsen directly owns 37,940 shares of Class A common stock. The awarded sub-tranche remains subject to additional time-based vesting requirements through the third anniversary of the original grant date.
Floor & Decor Holdings executive David Victor Christopherson, EVP, CAO & CLO, reported offsetting equity transactions in Class A common stock. He disposed of 1,329 shares at $69.61 per share to cover tax withholding on vested RSUs, then received a 2,686‑share performance-based stock award at no cost. The new award is tied to previously certified performance conditions and remains subject to time-based vesting through the third anniversary of the original 2/24/2025 grant.