UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On March 8, 2023, the Board of Directors of Five Below, Inc. (the “Company”) approved the promotion of Kenneth R. Bull to the role of Chief Operating Officer, effective March 13, 2023. Mr. Bull will continue to serve as the Company’s Chief Financial Officer and Treasurer, as well as the Company’s principal accounting officer, until such time as his successor or successors in those roles is or are hired by the Company.
In connection with Mr. Bull’s promotion, Mr. Bull’s employment letter with the Company dated April 16, 2012 was amended to reflect Mr. Bull’s new title of Chief Operating Officer and to increase his annual base salary to $750,000. This summary of the amendment to Mr. Bull’s employment letter is qualified in its entirety by the full text of the amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated in this Item 5.02 by reference.
Additionally, in connection with Mr. Bull’s promotion, the Compensation Committee of the Board of Directors of the Company approved (i) a target annual bonus opportunity for Mr. Bull for fiscal year 2023 equal to 100% of his base salary, and (ii) a long-term incentive award to Mr. Bull comprised of 3,112 time-based restricted stock units and 9,336 performance based-restricted stock units at target.
Biographical and other information required by Items 401 and 404 of Regulation S-K related to Mr. Bull as well as a description of any material arrangements Mr. Bull has with the Company (other than as may be modified as described in this report) is incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2022 filed with the Securities and Exchange Commission on March 30, 2022.
Item 8.01 | Other Events. |
On March 13, 2023, the Company issued a press release announcing Mr. Bull’s promotion. 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
10.1 | Amendment dated March 13, 2023 to Employment Letter Agreement dated April 16, 2012 by and between Kenneth R. Bull and Five Below, Inc. | |
99.1 | Press Release dated March 13, 2023. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 13, 2023 | Five Below, Inc. | |||||
By: | /s/ Ronald J. Masciantonio | |||||
Name: | Ronald J. Masciantonio | |||||
Title: | Senior Vice President and General Counsel |