SEC Form 8-K filed by Five Below Inc.

 

 

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 11, 2024

 

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 Symbol(s)		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 2024 Annual Meeting of Shareholders of Five Below, Inc. (the “Company”) was held on June 11, 2024 (the “Annual Meeting”). A total of 55,192,192 shares of the Company’s common stock were entitled to vote as of April 16, 2024, the record date for the Annual Meeting, of which 51,206,091 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, 2024.

PROPOSAL 1: Election of nine Directors to hold office until the 2025 Annual Meeting of Shareholders.

 

Name		For				Against				Abstentions				Broker Non-Votes
Joel D. Anderson			49,153,098				384,390				22,456				1,646,147
Kathleen S. Barclay			47,520,623				2,017,024				22,297				1,646,147
Karen Bowman			49,357,755				90,598				111,591				1,646,147
Dinesh S. Lathi			49,083,427				454,065				22,452				1,646,147
Richard L. Markee			49,020,134				516,827				22,983				1,646,147
Thomas M. Ryan			47,282,376				2,254,671				22,897				1,646,147
Mimi E. Vaughn			49,295,956				152,572				111,416				1,646,147
Thomas G. Vellios			42,781,529				6,756,099				22,316				1,646,147
Zuhairah S. Washington			49,030,453				417,454				112,037				1,646,147

PROPOSAL 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 1, 2025.

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
49,528,432		1,656,446		21,213		0

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
47,379,809		2,149,746		30,389		1,646,147

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: June 12, 2024