Business Context and Reporting Period
This Form 8-K filing by FIVE BELOW, INC. reports on the results of the Annual Meeting of Shareholders held on June 16, 2020. The record date for the meeting was April 21, 2020.
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 voting results.
Material Changes and Voting Results
A total of 55,734,255 shares were entitled to vote, with 53,142,119 shares present in person or by proxy. The following matters were approved:
- Proposal 1 (Election of Directors): Three Class II Directors were elected to serve until the 2023 Annual Meeting.
- Joel D. Anderson: 49,718,551 For; 605,402 Against; 31,707 Abstentions.
- Kathleen S. Barclay: 49,562,333 For; 761,967 Against; 31,360 Abstentions.
- Thomas M. Ryan: 49,701,303 For; 622,682 Against; 31,675 Abstentions.
- Proposal 2 (Auditor Ratification): Shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending January 30, 2021.
- Results: 52,780,777 For; 316,731 Against; 44,611 Abstentions.
- Proposal 3 (Executive Compensation): Shareholders approved, on an advisory non-binding basis, the compensation of named executive officers.
- Results: 49,329,938 For; 631,809 Against; 393,913 Abstentions.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items.
Investor Verification Checklist
- Verify the tenure of the newly elected Class II Directors (Joel D. Anderson, Kathleen S. Barclay, Thomas M. Ryan) through the 2023 Annual Meeting.
- Confirm the engagement of KPMG LLP as the independent auditor for the fiscal year ending January 30, 2021.
- Note the high level of shareholder support for executive compensation (approximately 88% of votes cast were "For").
- Review the record date of April 21, 2020, to confirm eligibility for the reported voting totals.