FIVE BELOW, INC 2020-09-29 false 0001177609 0001177609 2020-09-29 2020-09-29





Washington, DC 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 29, 2020 September 29, 2020




(Exact Name of Registrant as Specified in Charter)




Pennsylvania   001-35600   75-3000378

(State or Other Jurisdiction

of Incorporation)



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)




Title of each class





Name of each exchange

on which registered

Common stock   FIVE   NASDAQ Global Select Market

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))

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 September 29, 2020, the Board of Directors (the “Board”) of Five Below, Inc. (the “Company”) increased its size from nine to ten members. Zuhairah Scott Washington was elected as a Class III director, upon the recommendation of the Board’s 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. Ms. Washington will serve the remainder of the Class III term which expires at the 2021 annual meeting of shareholders and is expected to be nominated for reelection to the Board at the 2021 annual meeting of shareholders. The Board also appointed Ms. Washington as a member of the Nominating Committee.

The Board determined that Ms. Washington 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”).

In connection with her election Ms. Washington was granted an initial equity award of 774 restricted stock units (the “Initial Grant”) that will vest at the Company’s next annual shareholders meeting subject to her continued Board service. The Initial Grant was made pursuant to the Company’s Compensation Policy for Non-Employee Directors, as amended, and the Company’s Amended and Restated Equity Incentive Plan.

Ms. Washington has no arrangement or understanding with any other persons pursuant to which she was selected as a director. There are no transactions in which Ms. Washington has an interest requiring disclosure under Item 404(a) of Regulation S-K.


Item 8.01

Other Events.

On September 29, 2020, the Company issued a press release announcing the appointment of Zuhairah Scott Washington 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




Exhibit Description

99.1    Press Release, dated September 29, 2020
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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: September 29, 2020   By:  

/s/ Kenneth R. Bull

  Name:   Kenneth R. Bull
  Title:   Chief Financial Officer and Treasurer