Business Context and Reporting Period
This Form 8-K filing by FIVE BELOW, INC. reports on the Annual Meeting of Shareholders held on June 18, 2015. The filing details the voting results for director elections, the ratification of the independent auditor, and a corporate governance amendment.
Key Financial Metrics
This filing is a current report regarding corporate governance and shareholder voting. It does not provide financial data such as revenue, profit, cash flow, margins, debt, or liquidity metrics.
Material Changes and Voting Results
The filing reports the final voting outcomes for three proposals presented to shareholders. A total of 54,476,205 shares were entitled to vote, with 50,506,957 shares present in person or by proxy.
Proposal 1: Election of Directors
All six director nominees were elected. The voting breakdown was as follows:
| Nominee | Class | For | Withheld | Broker Non-Votes |
|---|---|---|---|---|
| David M. Mussafer | Class III | 34,529,235 | 13,888,860 | 2,088,862 |
| David Schlessinger | Class III | 33,625,112 | 14,792,983 | 2,088,862 |
| Thomas G. Vellios | Class III | 33,030,425 | 15,387,670 | 2,088,862 |
| Catherine E. Buggeln | Class I | 47,889,869 | 528,226 | 2,088,862 |
| Joel D. Anderson | Class II | 48,031,801 | 386,294 | 2,088,862 |
| Kathleen S. Barclay | Class II | 47,984,608 | 433,487 | 2,088,862 |
Proposal 2: Ratification of Auditor
Shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending January 30, 2016.
- For: 50,463,448
- Against: 15,980
- Abstentions: 27,529
Proposal 3: Amendment to Voting Standards
Shareholders approved an amendment to the articles of incorporation and bylaws to replace the plurality voting standard with a majority voting standard for uncontested director elections.
- For: 48,355,459
- Against: 17,595
- Abstentions: 45,041
Guidance, Outlook, and Risks
This filing contains no management commentary, financial guidance, outlook, or discussion of risks and contingencies. It is strictly a report of shareholder voting results.
Key Facts for Investor Verification
- Governance Change: Verify the implementation of the new majority voting standard for director elections as approved in Proposal 3.
- Board Composition: Confirm the terms of the newly elected directors (Class I, II, and III) and their respective expiration dates (2016, 2017, and 2018).
- Auditor Continuity: Note that KPMG LLP remains the independent auditor for the fiscal year ending January 30, 2016.
- Shareholder Engagement: Observe the significant number of "Withheld" votes for Class III directors compared to other classes, indicating potential shareholder sentiment regarding those specific nominees.