FIVE BELOW, INC false 0001177609 0001177609 2025-06-16 2025-06-16

 

 

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 16, 2020

 

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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  Pre-commencement communication 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

Symbol(s)

 

Name of each exchange

on which registered

Common stock

 

FIVE

 

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

On June 16, 2020, Five Below, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). A total of 55,734,255 shares of the Company’s common stock were entitled to vote as of April 21, 2020, the record date for the Annual Meeting, of which 53,142,119 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.

PROPOSAL 1: Election of three Class II Directors to hold office until the 2023 Annual Meeting of Shareholders.

Nominee

 

For

   

Against

   

Abstentions

   

Broker Non-Votes

 

Joel D. Anderson

   

49,718,551

     

605,402

     

31,707

     

2,786,459

 

Kathleen S. Barclay

   

49,562,333

     

761,967

     

31,360

     

2,786,459

 

Thomas M. Ryan

   

49,701,303

     

622,682

     

31,675

     

2,786,459

 

PROPOSAL 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2021.

For

 

Against

 

Abstentions

 

Broker Non-Votes

52,780,777

 

316,731

 

44,611

 

PROPOSAL 3: Approval on an advisory (non-binding) basis of the Company’s named executive officer compensation.

For

 

Against

 

Abstentions

 

Broker Non-Votes

49,329,938

 

631,809

 

393,913

 

2,786,459


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.

             

Date: June 17, 2020

 

 

By:

 

/s/ Kenneth R. Bull

 

 

Name:

 

Kenneth R. Bull

 

 

Title:

 

Chief Financial Officer and Treasurer