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): March 5, 2018
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
1818 Market Street
Suite 2000
Philadelphia, PA 19103
(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)) |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Election of a New Director
On March 5, 2018, the Board of Directors (the “Board”) of Five Below, Inc. (the “Company”) increased its size from nine to ten members. Dinesh Lathi was elected as a Class III director, upon the recommendation of its Nominating and Corporate Governance Committee (the “Nominating Committee”), effective immediately, to fill the new directorship created by the increase to the size of the Board. Mr. Dinesh will serve the remainder of the Class III term which expires at the 2018 annual meeting of shareholders and is expected to be nominated for reelection to the Board at the 2018 annual meeting of shareholders. The Board also appointed Mr. Dinesh as a member of the Audit Committee.
The Board determined that Mr. Lathi qualifies as an independent director under the director independence standards set forth in the rules and regulations of the Securities and Exchange Commission (the “SEC”) and the applicable listing standards of The Nasdaq Stock Market LLC (the “Nasdaq Rules”). Mr. Lathi also satisfies the additional requirements for Audit Committee members under the rules and regulations of the SEC and the Nasdaq Rules.
Mr. Lathi will be entitled to compensation under the Company’s Compensation Policy for Non-Employee Directors. Mr. Lathi has no arrangement or understanding with any other persons pursuant to which he was selected as a director. There are no transactions in which Mr. Lathi has an interest requiring disclosure under Item 404(a) of Regulation S-K.
| Item 8.01 | Other Events. |
On March 6, 2018, the Company issued a press release announcing the appointment of Dinesh Lathi to the Board. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated in this Item 8.01 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press Release dated March 6, 2018 | |
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.
| Date: March 6, 2018 | By: | /s/ Kenneth R. Bull | ||||
| Name: Kenneth R. Bull | ||||||
| Title: Chief Financial Officer and Treasurer | ||||||
Exhibit 99.1
Five Below Appoints
Dinesh Lathi to Board of Directors
PHILADELPHIA, March 6, 2018 — Five Below, Inc. (Nasdaq: FIVE), the trend-right, high-quality value retailer for teens, tweens and beyond, today announced that Dinesh Lathi has been appointed to its Board of Directors. Mr. Lathi’s appointment increases the size of Five Below’s Board to ten members.
“We are excited to welcome Dinesh to our Board of Directors,” said Tom Vellios, Co-Founder and Executive Chairman of Five Below. “Dinesh’s extensive consumer digital and e-commerce background, as well as his diverse business experience, will be extremely valuable as we continue to execute on the substantial long-term growth opportunity that exists for Five Below.”
“Five Below truly is a unique retailer. The combination of the company’s focus on extreme value in an amazing store experience resonates with today’s consumers and has driven Five Below’s profitable growth and success,” said Mr. Lathi. “I am delighted to be joining Five Below’s Board and look forward to working with the Board and management to help guide the future of this very successful brand.”
Joel Anderson, Five Below’s CEO added: “Dinesh is a seasoned digital commerce executive whose background and complementary expertise and capabilities will add to the strength of our Board. I look forward to working with Dinesh and benefiting from his deep customer focus and strategic analysis around creating experiences for customers that foster strong brand loyalty.”
Mr. Lathi brings more than 20 years of leadership experience in the technology and consumer space to the Five Below Board. He currently serves as Chairman of the Board of Tailored Brands, Inc., a leading specialty retailer of men’s suits and formalwear, operating as (among other brands) Men’s Wearhouse and Jos. A. Bank. Previously, he was the CEO of One Kings Lane, a digital home décor shopping platform, where he also served as the COO and CFO. Prior to One Kings Lane, Mr. Lathi was a Vice President at eBay, a global online marketplace, where he managed several key areas, including Buyer & Seller Experience. Mr. Lathi began his career in investment banking.
About Five Below:
Five Below is a leading high-growth value retailer offering trend-right, high-quality products loved by tweens, teens and beyond. We know life is way better when you’re free to “let go & have fun” in an amazing experience filled with unlimited possibilities. We make it easy to say YES! to the newest, coolest stuff because everything is just $5 and below across awesome Five Below worlds: Style, Room, Sports, Tech, Create, Party, Candy and Now. Founded in 2002 and headquartered in Philadelphia, Pennsylvania, Five Below today has over 600 stores in 32 states. For more information, please visit www.fivebelow.com and a store!
Investor Contact:
Five Below, Inc.
Christiane Pelz
215-207-2658
christiane.pelz@fivebelow.com