UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The 2025 Annual Meeting of Shareholders of Five Below, Inc. (the “Company”) was held on June 12, 2025 (the “Annual Meeting”). A total of 55,055,966 shares of the Company’s common stock were entitled to vote as of April 15, 2025, the record date for the Annual Meeting, of which 46,895,713 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, 2025.
PROPOSAL 1: Election of ten Directors to hold office until the 2026 Annual Meeting of Shareholders.
| Name | For | Against | Abstentions | Broker Non-Votes | ||||||||||||
| Winnie Y. Park |
43,796,489 | 162,969 | 43,015 | 2,893,240 | ||||||||||||
| Kathleen S. Barclay |
41,679,611 | 2,280,107 | 42,755 | 2,893,240 | ||||||||||||
| Karen Bowman |
43,767,441 | 191,768 | 43,264 | 2,893,240 | ||||||||||||
| Michael F. Devine, III |
43,497,084 | 459,356 | 46,033 | 2,893,240 | ||||||||||||
| Dinesh S. Lathi |
43,865,082 | 94,091 | 43,300 | 2,893,240 | ||||||||||||
| Richard L. Markee |
43,882,332 | 77,272 | 42,869 | 2,893,240 | ||||||||||||
| Thomas M. Ryan |
43,199,959 | 759,617 | 42,897 | 2,893,240 | ||||||||||||
| Ronald L. Sargent |
37,339,177 | 6,617,125 | 46,171 | 2,893,240 | ||||||||||||
| Mimi E. Vaughn |
43,864,835 | 94,357 | 43,281 | 2,893,240 | ||||||||||||
| Zuhairah S. Washington |
43,781,687 | 177,281 | 43,505 | 2,893,240 | ||||||||||||
PROPOSAL 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 43,916,271 | 2,938,061 | 41,381 | — |
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 | |||
| 42,421,538 | 1,435,615 | 145,320 | 2,893,240 |
PROPOSAL 4: Approval on an advisory (non-binding) basis of the frequency of future advisory votes to approve executive compensation.
| 1 Year |
2 Years |
3 Years |
Abstentions | |||
| 42,965,915 | 7,086 | 1,004,210 | 25,262 |
In accordance with the shareholder vote on Proposal 4, the Board of Directors of the Company has determined to hold its advisory vote on executive compensation every year, until the next required vote on the frequency of such votes.
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. | ||
| By: | /s/ Kenneth R. Bull | |
| Name: | Kenneth R. Bull | |
| Title: | Chief Operating Officer and Interim Chief Financial Officer and Treasurer | |
Date: June 13th, 2025