Five Below Appoints Independent Director Scott Settersten

What Happened
Five Below, Inc. (FIVE) filed an 8-K on September 23, 2026 reporting that its Board increased from nine to ten directors and elected Scott Settersten to fill the vacancy, effective September 21, 2026. The Board designated Mr. Settersten as an independent director under SEC and Nasdaq standards and appointed him to the Audit Committee. He will serve until the 2027 annual meeting and is expected to be nominated for reelection.

Key Details

• Board size increased from nine to ten directors; Scott Settersten elected effective Sept. 21, 2026.
• Mr. Settersten will serve until the 2027 annual meeting and is expected to stand for reelection.
• He was granted an initial equity award of 545 restricted stock units (RSUs) that vest at the Company’s next annual meeting, subject to continued service.
• Company entered its standard form of indemnification agreement with Mr. Settersten; the filing states no related-party transactions requiring disclosure.

Why It Matters
Adding an independent director and an Audit Committee member can affect corporate oversight and governance, which investors monitor for board composition and financial oversight. The RSU grant aligns the new director’s interests with shareholders and is typical for non-employee directors. The filing contains no disclosed conflicts or related-party transactions, and the appointment was publicized via a press release furnished as an exhibit to the 8-K.