fnd-20241213

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 13, 2024

Floor & Decor Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-38070	27-3730271
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


2500 Windy Ridge Parkway SE		30339
Atlanta,	Georgia
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.001 par value per share	FND	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

As previously disclosed on the Form 8-K filed on September 24, 2024, a hearing was scheduled for December 13, 2024 in connection with the settlement of the pending litigation, Lincolnshire Police Pension Fund v. Taylor, et al., No. 2020-0487-JTL, filed in the Delaware Court of Chancery, purportedly on behalf of Floor & Decor Holdings, Inc. (the “Company”) against certain of the Company’s officers, directors, and stockholders (the “Derivative Litigation”). On December 13, 2024, the settlement hearing was rescheduled to December 23, 2024 at 11:00 a.m. at the Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801. Notice of the rescheduled settlement hearing as well as a copy of the settlement brief filed by the plaintiffs with the court have been posted on the Company’s website at https://ir.flooranddecor.com/settlement-information. The deadline for Company stockholders to file any objections to the settlement with the court is December 18, 2024.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	FLOOR & DECOR HOLDINGS, INC.



Date: December 13, 2024		By:	/s/ David V. Christopherson
		Name:	David V. Christopherson
		Title:	Executive Vice President, Chief Administrative Officer and Chief Legal Officer