Five Below Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine directors to hold office until the 2027 annual meeting and until their successors are elected and qualified.

2. 2

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending January 30, 2027.

3. 3

   Advisory (non-binding) vote to approve the Company’s Named Executive Officer compensation

   ManagementBoard: FOR

   Advisory (non-binding) Say-on-Pay vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This management-sponsored, non-binding advisory proposal asks shareholders to approve the Company’s named executive officer compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables and accompanying narrative. Management frames the program as designed to attract, motivate and retain executives by tying a significant portion of pay to annual and long-term performance (including RSUs and PRSUs with relative TSR and operating income components), and highlights governance safeguards such as clawback policies, stock ownership guidelines, restrictions on hedging/pledging and independent compensation committee oversight. The vote is advisory and non-binding, but the board and the talent and compensation committee have committed to consider shareholder feedback and to evaluate potential responses if there is significant shareholder opposition. The context includes substantial performance-based equity (PRSUs designed with relative TSR and AOI metrics), a large at-risk pay mix for the CEO and other NEOs, and recent say-on-pay support (approximately 97% approval at the prior meeting). A FOR recommendation reflects the board’s view that the overall program aligns pay with long‑term shareholder value and risk management; a substantial AGAINST vote would prompt further engagement and potential changes by the talent and compensation committee. The proposal should be evaluated in light of the Company’s recent pay outcomes (detailed PRSU and RSU structures and vesting, severance and change-in-control treatment), the historical shareholder support for pay practices, and the advisory nature of the vote which preserves board discretion over compensation design and implementation.

4. 4

   Shareholder proposal requesting a simple majority vote standard in Company’s governance documents

   Shareholder — The Accountability Board Inc.Board: AGAINST

   Shareholder proposal asking the board to amend governance documents so any voting requirement calling for greater than a simple majority is replaced by a majority of votes cast (simple majority) in compliance with applicable laws.

   More detail

   The shareholder proposal, submitted by The Accountability Board Inc., requests that Five Below eliminate any voting requirements in its governing documents that require more than a simple majority and replace them with a majority-of-votes-cast standard, arguing that supermajority (cited as 80%) thresholds entrench management, reduce accountability, discourage potential tender offers, and are inconsistent with prevailing governance best practices supported by proxy advisors and large asset managers. The proponent’s supporting statement cites Glass Lewis, ISS and major investors and lists numerous large companies that have no supermajority provisions, arguing that shareholder votes on these matters have passed overwhelmingly elsewhere. Management counters that the proposal is overly broad and vague, could create unintended legal and operational consequences, and that Five Below’s limited supermajority provisions are narrowly tailored to protect core governance provisions where broader consensus is appropriate; the board emphasizes the company’s other shareholder-friendly governance features (annual director elections, majority voting, independent committees, clawbacks, ownership guidelines) and argues targeted review is preferable to a blanket mandate. From a company-specific perspective, the governance documents reference an 80% threshold and the board asserts those provisions are few and applied only in specific foundational circumstances; any actual elimination would require a subsequent formal amendment process and shareholder approval, so a favorable advisory vote would merely prompt the board to act rather than automatically change governance rules. The debate implicates takeover defenses, minority and long‑term investor protections, and the balance between entrenchment risk and stability for strategic decisions; materially, investors should weigh the proposal against Five Below’s current governance track record and the board’s view that the change could introduce uncertainty and unintended interactions with Pennsylvania corporate law. If a majority of shareholders support the proposal despite management opposition, it would likely trigger constructive engagement and could lead the board to propose targeted amendments rather than adopting a blanket simple-majority rule immediately.

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When is the Five Below Inc 2026 annual meeting?

Five Below Inc (FIVE) holds its 2026 annual shareholder meeting on Tuesday, June 16, 2026.

What is the record date for the Five Below Inc 2026 meeting?

The record date for the Five Below Inc 2026 meeting is Friday, April 17, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Five Below Inc's 2026 meeting?

The board is presenting 9 director nominees at the Five Below Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Five Below Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Five Below Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.