FIVE BELOW, INC 8-K

What Happened
Five Below, Inc. (FIVE) filed an 8-K reporting the results of its 2026 Annual Meeting held June 16, 2026 (record date April 17, 2026). Of 55,294,929 shares entitled to vote, 45,043,683 were present in person or by proxy. All nine nominated directors were re-elected; KPMG LLP was ratified as the company’s independent auditor for fiscal 2027; the company’s advisory "say-on-pay" proposal received majority support; and a shareholder proposal requesting a simple-majority vote standard also received majority support.

Key Details

• Record and attendance: 55,294,929 shares entitled to vote (record date April 17, 2026); 45,043,683 shares present at the meeting.
• Board elections: Nine directors re-elected. For votes ranged from about 39.7M to 41.0M; broker non-votes in the director election were 3,924,571. Directors re-elected included Winnie Y. Park, Karen Bowman, Michael F. Devine, III, Dinesh S. Lathi, Robert M. Lynch (41,040,612 For), Richard L. Markee, Ronald L. Sargent (39,695,375 For; 1,383,493 Against), Mimi E. Vaughn, and Zuhairah S. Washington.
• Auditor ratification: KPMG LLP ratified as independent registered public accounting firm — 44,315,850 For; 692,122 Against; 35,711 Abstentions.
• Say-on-pay (advisory): Named executive officer compensation approved on an advisory basis — 39,062,877 For; 1,999,005 Against; 57,230 Abstentions (broker non-votes: 3,924,571).
• Shareholder proposal (simple-majority standard): Received majority support — 36,827,517 For; 4,175,219 Against; 116,376 Abstentions (broker non-votes: 3,924,571).

Why It Matters
These results signal continued board continuity and management support from the voting shares present at the meeting. Ratification of KPMG provides auditor continuity for the coming fiscal year. The advisory approval of executive compensation indicates investor backing of the company’s pay practices as presented, while the shareholder proposal’s majority backing shows investor interest in changing the company’s voting standard; any actual change to voting rules would require formal amendments or board action.