Table of Contents

Table of Contents

John M. Roth, 59, has served as a member of our Board since November 2010. Mr. Roth joined Freeman Spogli in 1988 and has been a Partner since 1993, he previously served as President and Chief Operating Officer and now serves as Chief Executive Officer. From 1984 to 1988, Mr. Roth was employed by Kidder, Peabody & Co. Incorporated in the Mergers and Acquisitions Group. Mr. Roth has served on the board of directors of El Pollo Loco Holdings, Inc., a differentiated quick service restaurant concept, since December 2007. Mr. Roth previously served on the board of directors of hhgregg, Inc., an electronics and appliances retailer. Mr. Roth received an M.B.A. and a bachelor's degree from the Wharton School of the University of Pennsylvania. With his extensive experience as a board member of numerous retail and consumer businesses and his experience and insights into strategic expansion opportunities, capital markets and capitalization strategies, Mr. Roth is well qualified to serve on our Board.

Thomas V. Taylor, Jr., 52, has served as our Chief Executive Officer and a member of our Board since December 2012. Prior to joining us, Mr. Taylor began his career at age 16 in 1983 at a Miami Home Depot store. He worked his way up through various manager, district manager, vice president, president, and senior vice president roles to eventually serve as the Executive Vice President of Operations with responsibility for all 2,200 Home Depot stores and then the Executive Vice President of Merchandising and Marketing, again for all stores. After leaving Home Depot in 2006, for the next six years, Mr. Taylor was a Managing Director at Sun Capital Partners. During his tenure, he was a board member for over twenty portfolio companies in the United States and Europe. Mr. Taylor's significant experience as a board member and his expertise in the home improvement retail industry led to the conclusion that he should serve as a member of our Board.

Rachel H. Lee, 33, has served as a member of our Board since October 2015. Ms. Lee is a Principal in the Private Equity Group of Ares Management. Prior to joining Ares Management in 2008, Ms. Lee was an investment banking generalist at J.P. Morgan, where she participated in the execution of a variety of transactions including leveraged buyouts, mergers and acquisitions, and debt and equity financings across various industries. She holds a B.S.B.A. from the University of Southern California Marshall School of Business in Corporate Finance and a B.S. from the University of Southern California Leventhal School of Accounting in Accounting. Ms. Lee's experience working with and serving as a director of various companies operating in various industries controlled by private equity sponsors led to the conclusion that she should serve as a member of our Board.

Table of Contents

Directors Remaining in Office until Our 2020 Annual Meeting of Stockholders

David B. Kaplan, 50, has served as a member of our Board since October 2010, including as Chairman from October 2010 to December 2011. Mr. Kaplan is a Co-Founder of Ares Management, and a Director and Partner of Ares Management GP LLC, Ares Management's general partner. He is a Partner of Ares Management, Co-Head of its Private Equity Group and a member of its Management Committee. He additionally serves on several of the Investment Committees for certain funds managed by the Private Equity Group. Mr. Kaplan joined Ares Management in 2003 from Shelter Capital Partners, LLC, where he was a Senior Principal from June 2000 to April 2003. From 1991 through 2000, Mr. Kaplan was affiliated with, and a Senior Partner of, Apollo Management, L.P. and its affiliates, during which time he completed multiple private equity investments from origination through exit. Prior to Apollo Management, L.P., Mr. Kaplan was a member of the Investment Banking Department at Donaldson, Lufkin & Jenrette Securities Corp., an investment banking and securities firm. Mr. Kaplan currently serves as Chairman of the board of directors of the parent entities of Neiman Marcus Group, Inc., a luxury retailer, and Smart & Final Stores, Inc., a warehouse-style food and supply retailer, and as a member of the boards of directors of ATD Corporation, a replacement tire distributor, 99 Cents Only Stores LLC, a deep-discount retailer, and the parent entity of Guitar Center, Inc., a musical instruments retailer. Mr. Kaplan's previous public company board of directors experience includes Maidenform Brands, Inc., an intimate apparel retailer, where he served as the company's Chairman, GNC Holdings, Inc., a specialty retailer of health and wellness products, Dominick's Supermarkets, Inc., a grocery store retailer, Stream Global Services, Inc., a business process outsourcing provider, Orchard Supply Hardware Stores Corporation, a home improvement retailer, and Allied Waste Industries Inc., a waste services company. Mr. Kaplan also serves on the board of directors of Cedars-Sinai Medical Center and serves on the President's Advisory Group of the University of Michigan. Mr. Kaplan graduated with High Distinction, Beta Gamma Sigma, from the University of Michigan, School of Business Administration with a B.B.A. concentrating in Finance. Mr. Kaplan's over 25 years of experience managing investments in, and serving on the boards of directors of, companies operating in various industries led to the conclusion that he should serve as a member of our Board.

Peter M. Starrett, 70, has served as a member of our Board since November 2010. In 1998, Mr. Starrett founded Peter Starrett Associates, a retail advisory firm, and currently serves as its President. In connection with his activities at Peter Starrett Associates, Mr. Starrett also provides consulting services to certain Freeman Spogli affiliated entities. From 1990 to 1998, Mr. Starrett served as the President of Warner Bros. Studio Stores Worldwide, a specialty retailer. Previously, he was Chairman and Chief Executive Officer of The Children's Place, a specialty retailer. Prior to that, Mr. Starrett held senior executive positions at both Federated Department Stores and May Department Stores, each a department store retailer. Mr. Starrett is Chairman of the board of directors of Boot Barn, Inc., a specialty apparel and footwear retailer. From May to November of 2012, Mr. Starrett served as Boot Barn, Inc.'s interim Chief Executive Officer. In addition, he is a member of the board of directors of several private companies. Previously, he was also the Chairman of the board of directors of Pacific Sunwear, Inc. and served on the board of directors of hhgregg, Inc., an electronics and appliances retailer. Mr. Starrett received a B.S.B.A. from the University of Denver and an M.B.A. from Harvard Business School. Mr. Starrett's extensive experience as an officer and a director of both public and private companies in the retail industry led to the conclusion that he should serve as a member of our Board.

Table of Contents

George Vincent West,, 63, 69, has served on our Board since he founded us in 2000. He served as our Chief Executive Officer from 2000 to 2002, as co-ChiefCo-Chief Executive Officer from 2008 to 2010 and as Chief Executive Officer from 2010 through 2012. Currently, Mr. West serves as the Vice Chairman of our Board, a position that he has held since December 2012. Mr. West began his business career starting a successful retail glassware business in Atlanta. He was eventually recruited to work for his family building materials business, West Building Materials, which operated in five southeastern states, and eventually became its President. Mr. West also developed and sold a multistate billboard company and has developed several real estate projects across the state of Georgia, the most recent being Utana Bluffs, a boutique mountain home community in the north Georgia Mountains. Mr. West’s most recent venture is Mountain & Marsh Hospitality Group, which offers accommodations in the North Georgia Mountains and the Georgia Coast. Mr. West currently

Table of Contents

APPROVAL OF THE EMPLOYEE STOCK PURCHASE PLAN (PROPOSAL 3)

General

        On February 28, 2018 the Board approved, subject to stockholder approval, the Floor & Decor Holdings, Inc. Employee Stock Purchase Plan. Stockholder approval of the ESPP requires the affirmative vote of a majority of the shares that are present in person or by proxy and entitled to vote on the proposal at the meeting.

        The ESPP is intended to encourage and enable employees of the Company and its designated subsidiaries to acquire common stock of the Company, by offering options to buy shares. We believe that employees who participate in the ESPP will have a closer identification with the Company by virtue of their ability as stockholders to participate in the Company's growth and earnings. The ESPP is intended to be an "employee stock purchase plan" within the meaning of Code Section 423 and the provisions of the ESPP will be construed in a manner consistent with the requirements of such section.

        Based on the estimated participation usage rate, the Company believes that the 1,500,000 authorized shares will be sufficient to operate the ESPP for approximately five to seven years, depending in part on the future performance of our common stock. We anticipate filing a Registration Statement on Form S-8 with the SEC to register the amount of new shares of our common stock to be included in the aggregate share reserve under the ESPP, effective upon and subject to stockholder approval of the ESPP, as soon as practicable following such stockholders' approval of the ESPP.

        The following summary describes the principal provisions of the ESPP. The summary does not purport to be complete and is qualified in its entirety by the full text of the ESPP attached asAnnex A to this proxy statement.

Summary of the ESPP

        Under the ESPP, as of the effective date, an aggregate of 1,500,000 shares of common stock (subject to certain adjustments to reflect changes in the Company's capitalization) may be purchased from the Issuer by eligible employees that become participants in the ESPP.

        To be eligible to participate in an the ESPP, an individual must: (i) be an employee of the Company or a designated subsidiary and (ii) have at least 90 days of continuous service. However, an otherwise-eligible employee will not be eligible if, immediately after the option is granted, the employee will own stock possessing five percent or more of the total combined voting power or value of all classes of stock of the Company or a parent or subsidiary corporation; and, to the extent allowable under Code Section 423, the Compensation Committee may decide not to extend an offering to one or more categories of employees. Approximately 5,500 employees will be eligible to participate in the ESPP.

        The term "designated subsidiary" means each existing subsidiary and future U.S. subsidiaries and parents (if any) that are not specifically excluded from participation by the Compensation Committee. A foreign subsidiary or parent will not be a designated subsidiary unless specifically designated by the Compensation Committee.

        The ESPP contemplates offering periods during which eligible employees will be allowed to elect payroll deductions (on an after-tax basis) for the purpose of buying shares under the ESPP. Each offering period will be six months, or such other period designated by the Compensation Committee, beginning on January 1 and July 1 or such other dates as designated by the Compensation Committee. Subject to stockholder approval, the first offering period will begin on July 1, 2018.

Table of Contents

        On the first day of each offering period (the "offer date," generally January 1 and July 1), each participating employee ("participant") will be granted an option to purchase common stock at the end of the offering period (on the "exercise date," generally the next June 30 or December 31), subject to the $25,000 limit described below. No offering period will begin before the ESPP is approved by stockholders. The purchase price per share of the common stock subject to an offering will be determined by the Compensation Committee, but in no event will the price be less than the lesser of: (i) 85% of the fair market value of a share of common stock on the offer date or (ii) 85% of the fair market value of a share of common stock on the exercise date. The Compensation Committee may modify the purchase price (but not below the minimum described above) upon 30 days' notice prior to the commencement of the applicable offering period.

        An eligible employee may participate in an offering (i.e., elect to exercise the option) by electing an amount of deductions to be taken from his or her pay (on an after-tax basis). An eligible employee's maximum deductions may be specified by the Compensation Committee. A participant may increase or decrease the rate of his or her payroll deductions twice in a calendar year and may cancel his or her election at any time with respect to any offering period. In the event of cancellation, a participant would receive in cash the balance of the payroll deductions (without interest) then credited to his or her account.

        On each exercise date, each participant's accumulated payroll deductions will be used to purchase shares of common stock at the applicable purchase price, subject to the $25,000 limit described below. If all or a portion of the shares cannot reasonably be purchased on such date because of unavailability or any other reason, such purchase will be made as soon as thereafter feasible. A participant is entitled to all rights as a stockholder when the shares are credited to his or her account.

        The fair market value of shares purchased under the ESPP by a participant in any calendar year shall not exceed $25,000; no option will give a participant the right to purchase shares with a value in excess of that amount. For this purpose, fair market value of a share is determined as of the offer date for the period when the share was purchased. If a participant's accumulated payroll deductions for a period exceeds the amount required to purchase the maximum number of shares (i.e., shares with the maximum value), any excess accumulated deductions will be returned to the employee.

        If, during an offering period, a participant's continuous service terminates for any reason or a participant ceases to be an eligible employee, and the participant does not elect to cancel his or her election, such participant's accumulated payroll deduction amount as of such occurrence will be used on the next exercise date to purchase shares; but if a designated subsidiary is no longer part of the ESPP, the entire payroll deduction amount credited to each participant who is employed by such subsidiary will be refunded. Other rules apply if a participant is granted a leave of absence or is laid off.

        The ESPP is administered by the Compensation Committee. The Compensation Committee may delegate its duties and responsibilities under the ESPP, as determined by the Compensation Committee in its sole discretion.

        The Board of Directors (or a duly authorized committee thereof) may at any time and for any reason terminate, freeze or amend the ESPP. Except as otherwise described in the ESPP, no amendment or termination may adversely affect any option previously granted. Stockholder approval shall be required for any amendment or termination to the extent (and only to the extent) required by Code Section 423 or any other applicable law, regulation or stock exchange rule.

        Neither payroll deductions credited to a participant's account nor any rights with regard to the purchase of or right to receive shares of common stock under the ESPP may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution, or as otherwise permitted in the ESPP).

Table of Contents

        The ESPP is not subject to any of the requirements of ERISA. The ESPP is not, nor is it intended to be, qualified under Code Section 401(a).

Securities Authorized for Issuance Under the 2011 and 2017 Stock Incentive Plans

        The following table sets forth information, as of the end of Fiscal 2017, with respect to the FDO Holdings, Inc. Amended and Restated 2011 Stock Incentive Plan (the "2011 Plan") and the Floor & Decor Holdings, Inc. 2017 Stock Incentive Plan (the "2017 Plan"), under which securities are authorized for issuance. See subheadings "2011 Stock Incentive Plan" and "2017 Stock Incentive Plan" in the "Compensation Discussion and Analysis" section below.

Table of Contents

EXECUTIVE OFFICERS