Five Below (NASDAQ: FIVE) investors back directors, auditors and pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Five Below, Inc. reported the results of its 2026 Annual Meeting of Shareholders. A total of 55,294,929 common shares were entitled to vote as of April 17, 2026, and 45,043,683 shares were represented in person or by proxy, indicating strong participation.

Shareholders cast significantly more votes "for" than "against" each of the nine director nominees. They also largely supported ratifying KPMG LLP as independent registered public accounting firm, approved on an advisory basis the named executive officer compensation, and gave substantial support to a shareholder proposal requesting a simple majority vote standard.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 55,294,929 shares Shares present or by proxy: 45,043,683 shares Votes for KPMG: 44,315,850 votes +5 more

8 metrics

Shares entitled to vote 55,294,929 shares Common stock entitled to vote as of April 17, 2026

Shares present or by proxy 45,043,683 shares Shares represented at 2026 Annual Meeting

Votes for KPMG 44,315,850 votes Ratification of KPMG LLP as independent registered public accounting firm

Votes against KPMG 692,122 votes Ratification of KPMG LLP as independent registered public accounting firm

Say-on-pay votes for 39,062,877 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 1,999,005 votes Advisory approval of named executive officer compensation

Simple majority proposal votes for 36,827,517 votes Shareholder proposal requesting a simple majority vote standard

Simple majority proposal votes against 4,175,219 votes Shareholder proposal requesting a simple majority vote standard

Key Terms

broker non-votes, independent registered public accounting firm, advisory (non-binding) basis, simple majority vote standard

4 terms

broker non-votes financial

"Broker Non-Votes 3,924,571"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"appointment of KPMG LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory (non-binding) basis financial

"Approval on an advisory (non-binding) basis of the Company’s named executive officer compensation"

simple majority vote standard financial

"shareholder proposal requesting a simple majority vote standard"

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Understanding 8-K Material Events →

06/16/2026 - 04:30 PM

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, 2026

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 2026 Annual Meeting of Shareholders of Five Below, Inc. (the “Company”) was held on June 16, 2026 (the “Annual Meeting”). A total of 55,294,929 shares of the Company’s common stock were entitled to vote as of April 17, 2026, the record date for the Annual Meeting, of which 45,043,683 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 1, 2026.

PROPOSAL 1: Election of nine Directors to hold office until the 2027 Annual Meeting of Shareholders.


Name	For		Against		Abstentions		Broker Non-Votes
Winnie Y. Park		40,897,186		181,304		40,622	3,924,571
Karen Bowman		40,259,376		819,510		40,226	3,924,571
Michael F. Devine, III		40,526,656		552,202		40,254	3,924,571
Dinesh S. Lathi		40,822,743		255,958		40,411	3,924,571
Robert M. Lynch		41,040,612		38,144		40,356	3,924,571
Richard L. Markee		40,833,688		245,052		40,372	3,924,571
Ronald L. Sargent		39,695,375		1,383,493		40,244	3,924,571
Mimi E. Vaughn		40,730,008		348,851		40,253	3,924,571
Zuhairah S. Washington		40,787,716		290,993		40,403	3,924,571

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, 2027.


Votes For	Votes Against	Abstentions	Broker Non-Votes
44,315,850	692,122	35,711	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
39,062,877	1,999,005	57,230	3,924,571

PROPOSAL 4: Vote on a shareholder proposal requesting a simple majority vote standard.


Votes For	Votes Against	Abstentions	Broker Non-Votes
36,827,517	4,175,219	116,376	3,924,571

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/ Daniel J. Sullivan
Name:		Daniel J. Sullivan
Title:		Chief Financial Officer and Treasurer

Date: June 16, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What was the shareholder turnout at Five Below (FIVE)'s 2026 annual meeting?

Shareholder turnout was high, with 45,043,683 Five Below shares present in person or by proxy. This compares to 55,294,929 shares entitled to vote as of April 17, 2026, showing a strong level of investor engagement in governance decisions.

How did Five Below (FIVE) shareholders vote on director elections in 2026?

Shareholders cast many more votes "for" than "against" each of Five Below's nine director nominees. For example, director Robert M. Lynch received 41,040,612 votes for and 38,144 against, indicating broad support across the board for the proposed slate of directors.

Did Five Below (FIVE) shareholders support KPMG as auditor for 2026?

Yes, shareholders strongly supported KPMG LLP as Five Below's independent registered public accounting firm. The ratification received 44,315,850 votes for, 692,122 against, and 35,711 abstentions, with no broker non-votes reported, indicating clear backing for the audit appointment.

What were the 2026 say-on-pay results for Five Below (FIVE)?

Five Below's advisory vote on named executive officer compensation received majority support. There were 39,062,877 votes for, 1,999,005 votes against, and 57,230 abstentions, along with 3,924,571 broker non-votes, showing shareholders generally endorsed the company’s executive pay practices that year.

How did Five Below (FIVE) investors vote on the simple majority vote proposal?

Shareholders cast 36,827,517 votes for and 4,175,219 votes against a proposal requesting a simple majority vote standard, with 116,376 abstentions and 3,924,571 broker non-votes. This indicates substantial shareholder support for moving toward a simpler, majority-based voting framework.

How many Five Below (FIVE) shares were entitled to vote at the 2026 meeting?

At the 2026 Annual Meeting record date of April 17, 2026, 55,294,929 Five Below common shares were entitled to vote. Of these, 45,043,683 shares were actually present or represented by proxy, providing a solid base for the governance decisions reflected in the results.

Filing Exhibits & Attachments

3 documents