Business Context and Reporting Period
This Form 8-K reports the results of the 2026 Annual Meeting of Shareholders for FIVE BELOW, INC., held on June 16, 2026. The filing details the voting outcomes for four proposals submitted to security holders.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and shareholder voting results.
Material Changes and Voting Results
As of the record date (April 17, 2026), 55,294,929 shares were entitled to vote, with 45,043,683 shares present in person or by proxy. The final voting results were as follows:
- Proposal 1 (Election of Directors): All nine director nominees were elected. Votes ranged from approximately 39.7 million to 41.0 million "For" votes. Ronald L. Sargent received the highest number of "Against" votes (1,383,493).
- Proposal 2 (Ratification of Auditors): Shareholders ratified the appointment of KPMG LLP with 44,315,850 votes "For" and 692,122 votes "Against."
- Proposal 3 (Executive Compensation): The advisory vote on named executive officer compensation passed with 39,062,877 votes "For" and 1,999,005 votes "Against."
- Proposal 4 (Shareholder Proposal): A shareholder proposal requesting a simple majority vote standard was approved with 36,827,517 votes "For" and 4,175,219 votes "Against."
Guidance, Outlook, and Risks
The filing text does not provide a clear value for financial guidance, future outlook, management commentary on operations, specific risks, contingencies, or unusual items. The document is limited to the disclosure of voting results.
Investor Verification Checklist
- Verify the specific terms of the shareholder proposal (Proposal 4) regarding the simple majority vote standard to understand its impact on future governance.
- Review the definitive proxy statement filed on May 1, 2026, for detailed biographies of the elected directors and the rationale behind the executive compensation package.
- Confirm the effective date of the new voting standard approved in Proposal 4.
- Check subsequent filings for the Company's fiscal year-end financial results, as this 8-K contains no financial performance data.