Winnie Y. Park
Not independent
Tenure on this board
New nominee
9 nominees · 4 ballot items.
Elect nine directors; ratify KPMG as independent auditor; advisory (non-binding) approval of named executive officer compensation (Say-on-Pay); and consider a shareholder proposal to replace any governance supermajority voting requirements with a simple majority standard.
Elect nine directors to hold office until the 2027 annual meeting and until their successors are elected and qualified.
Ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending January 30, 2027.
Advisory (non-binding) Say-on-Pay vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
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.
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.
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.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 8.90% | 4,916,810 | $926M |
| 2 | BlackRock, Inc. | 5.04% | 2,782,980 | $524M |
| 3 | D. E. Shaw Co., Inc.Activist | 3.47% | 1,918,406 | $361M |
| 4 | AMERICAN CENTURY COMPANIES INC | 3.33% | 1,839,115 | $346M |
| 5 | STATE STREET CORP | 3.01% | 1,665,218 | $314M |
| 6 | BlackRock, Inc. | 2.91% | 1,607,585 | $303M |
| 7 | FEDERATED HERMES, INC. | 2.64% | 1,455,783 | $274M |
| 8 | UBS Group AG | 2.37% | 1,308,915 | $247M |
| 9 | WASATCH ADVISORS LP | 2.30% | 1,268,754 | $239M |
| 10 | Capital World Investors | 2.18% | 1,203,725 | $227M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.