Floor & Decor Holdings, Inc. (FND) Earnings Call Transcript & Summary

Hello, and welcome to the Floor & Decor Holdings, Inc. Annual Meeting of Stockholders. We would like to introduce the Chairman of the Board, Norman Axelrod. Mr. Axelrod, the floor is yours.

Thank you, operator, and hello, everyone. Will the meeting please come to order? Welcome to the Annual Meeting of Stockholders of Floor & Decor Holdings, Inc. I'm Norman Axelrod, Chairman of the Board of Directors, and I will be presiding at this meeting. The past year has been difficult for everyone as we have all been impacted by the COVID-19 pandemic. One of our Board members and a good friend, Michael Fung, passed away. I want to recognize Michael for his many contributions during his time at Floor & Decor. He will be greatly missed. I also want to thank all the Floor & Decor associates for their tremendously hard work and flexibility during this challenging year. We do appreciate everything they do to serve our customers. I am pleased that we are joined on this call by other members of our Board of Directors as well as our executive officers. Also present at the meeting today are certain representatives from our independent public accounting firm, Ernst & Young LLP. David Christopherson, our General Counsel, Executive Vice President and Secretary will act as secretary of the meeting. American Stock Transfer & Trust Company, LLC, has been appointed to act as Inspector of Election and is also attending electronically. Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. The Board of Directors fixed March 16, 2021, as a record date for determining stockholders entitled to vote at this meeting. As Chairman of this meeting, I now rule as follows. One, based on the affidavit of distribution provided by AST, notice of this meeting was properly served to all stockholders as of the record date. Two, a quorum is present as the holders of a majority of all classes of capital stock of the corporation entitled to be cast at this meeting are represented by proxy. Three, all items of business are properly before the meeting. Now I will present the matters to be voted upon. Proposal 1 is the election of 3 Class I Directors for 3-year terms expiring at the 2024 Annual Meeting of Stockholders once their respective successors have been duly elected and qualified or their earlier resignation or removal. The current Board has nominated Norman H. Axelrod, Ryan Marshall, Richard L. Sullivan and Felicia D. Thornton. Proposal 2 is the ratification of the appointment of Ernst & Young LLP as the corporation's independent auditors for the corporation's 2021 fiscal year. Proposal 3 is the nonbinding advisory note to approve the compensation paid to the corporation's named executive officers as described in the proxy statement for the fiscal year ended December 31, 2020. This proposal is often called as say-on-pay proposal. Proposal 4 is a vote to approve amendments to our restated certificate of incorporation, referred to as our charter, to declassify our Board of Directors. And proposal 5 is a vote to approve amendments to our charter to eliminate the supermajority voting requirements and other obsolete provisions, including elimination of Class B common stock and Class C common stock. It's now about 3:05 p.m. Eastern Time on May 12, 2021, and the polls are now open. Any stockholder of record who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or authorized their proxies via telephone or Internet or who hold their shares in a street name do not need to take any further action. [Voting]

Now that everyone has had the opportunity to vote, I now declare the polls for the 2021 Floor & Decor Annual Stockholders Meeting closed at 3:06 p.m. Eastern Time on May 12, 2021. We now have the results of voting for the record. The inspector of elections has informed us that the corporation has received the requisite votes to duly elect each of the nominees for election as Class I Directors to the Board of Directors; to duly ratify the selection of Ernst & Young LLP as the corporation's independent auditor for the corporation's 2021 fiscal year; to approve, on an advisory basis, the compensation paid to the corporation's named executive officers; and to approve amendments to our charter to declassify our Board; and to approve amendments to our charter to eliminate supermajority voting requirements and other obsolete provisions. There being no other business having been properly brought before this annual meeting, I declare the meeting adjourned. In closing, I'd like to thank each of you for joining us. While we did not receive any questions pertinent to meeting matters, if you have any questions that are pertinent to meeting matters, you may send an e-mail to our Investor Relations Department at [email protected] with 2021 Annual Meeting in the subject line. And with that, I thank you all for attending.

This concludes the meeting. You may now disconnect.