UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 12, 2025
FIVE BELOW, INC.
(Exact Name of Registrant as Specified in Charter)
| Pennsylvania | 001-35600 | 75-3000378 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 701 Market Street |
| Suite 300 |
| Philadelphia, PA 19106 |
| (Address of Principal Executive Offices) (Zip Code) |
Registrant’s telephone number, including area code: (215) 546-7909
Not applicable
(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:
| ☐ | 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 | Name of each exchange on which registered | ||
| Common stock | FIVE | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
☐ 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 5.07 | Submission of Matters to a Vote of Security Holders |
The 2025 Annual Meeting of Shareholders of Five Below, Inc. (the “Company”) was held on June 12, 2025 (the “Annual Meeting”). A total of 55,055,966 shares of the Company’s common stock were entitled to vote as of April 15, 2025, the record date for the Annual Meeting, of which 46,895,713 were present in person or by proxy at the Annual Meeting. The following is a summary of the final voting results for each matter presented to shareholders, which are described in detail in the Company’s definitive proxy statement for the Annual Meeting, filed with the U.S. Securities and Exchange Commission on May 2, 2025.
PROPOSAL 1: Election of ten Directors to hold office until the 2026 Annual Meeting of Shareholders.
| Name | For | Against | Abstentions | Broker Non-Votes | ||||||||||||
| Winnie Y. Park | 43,796,489 | 162,969 | 43,015 | 2,893,240 | ||||||||||||
| Kathleen S. Barclay | 41,679,611 | 2,280,107 | 42,755 | 2,893,240 | ||||||||||||
| Karen Bowman | 43,767,441 | 191,768 | 43,264 | 2,893,240 | ||||||||||||
| Michael F. Devine, III | 43,497,084 | 459,356 | 46,033 | 2,893,240 | ||||||||||||
| Dinesh S. Lathi | 43,865,082 | 94,091 | 43,300 | 2,893,240 | ||||||||||||
| Richard L. Markee | 43,882,332 | 77,272 | 42,869 | 2,893,240 | ||||||||||||
| Thomas M. Ryan | 43,199,959 | 759,617 | 42,897 | 2,893,240 | ||||||||||||
| Ronald L. Sargent | 37,339,177 | 6,617,125 | 46,171 | 2,893,240 | ||||||||||||
| Mimi E. Vaughn | 43,864,835 | 94,357 | 43,281 | 2,893,240 | ||||||||||||
| Zuhairah S. Washington | 43,781,687 | 177,281 | 43,505 | 2,893,240 | ||||||||||||
PROPOSAL 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 43,916,271 | 2,938,061 | 41,381 | — |
PROPOSAL 3: Approval on an advisory (non-binding) basis of the Company’s named executive officer compensation.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 42,421,538 | 1,435,615 | 145,320 | 2,893,240 |
PROPOSAL 4: Approval on an advisory (non-binding) basis of the frequency of future advisory votes to approve executive compensation.
| 1 Year | 2 Years | 3 Years | Abstentions | |||
| 42,965,915 | 7,086 | 1,004,210 | 25,262 |
In accordance with the shareholder vote on Proposal 4, the Board of Directors of the Company has determined to hold its advisory vote on executive compensation every year, until the next required vote on the frequency of such votes.
SIGNATURES
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.
| Five Below, Inc. | ||
| By: | /s/ Kenneth R. Bull | |
| Name: | Kenneth R. Bull | |
| Title: | Chief Operating Officer and Interim Chief Financial Officer and Treasurer | |
Date: June 13th, 2025