Business Context and Reporting Period
This Form 8-K reports the results of the 2024 Annual Meeting of Shareholders for FIVE BELOW, INC., held on June 11, 2024. The filing details the voting outcomes for director elections, auditor ratification, and executive compensation.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial performance data. The text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
There are no material financial changes reported in this document. The filing solely documents the completion of shareholder votes.
Guidance, Outlook, and Voting Results
The Annual Meeting saw 51,206,091 shares present in person or by proxy out of 55,192,192 shares entitled to vote. The following proposals were approved:
- Proposal 1 (Election of Directors): All nine director nominees were elected. Notable voting patterns included:
- Thomas G. Vellios: Received the highest number of "Against" votes (6,756,099) compared to other nominees.
- Thomas M. Ryan: Received 2,254,671 "Against" votes.
- Kathleen S. Barclay: Received 2,017,024 "Against" votes.
- Other nominees received fewer than 520,000 "Against" votes each.
- Proposal 2 (Auditor Ratification): Shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending February 1, 2025. Votes were 49,528,432 For, 1,656,446 Against, and 21,213 Abstentions.
- Proposal 3 (Executive Compensation): Shareholders approved the advisory vote on named executive officer compensation. Votes were 47,379,809 For, 2,149,746 Against, and 30,389 Abstentions.
Investor Verification Checklist
- Verify the specific reasons for the elevated "Against" votes for directors Thomas G. Vellios, Thomas M. Ryan, and Kathleen S. Barclay by reviewing the definitive proxy statement filed on May 2, 2024.
- Confirm the total number of broker non-votes (1,646,147) which were excluded from the vote totals for Proposals 1 and 3 but did not affect the outcome.
- Review the upcoming fiscal year end date of February 1, 2025, as confirmed by the auditor ratification.