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 12, 2025

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 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

FIVE BELOW, INC 8-K