Business Context and Reporting Period
This Form 8-K Current Report was filed by FIVE BELOW, INC. on June 15, 2021. The report covers corporate governance actions taken on this date, specifically the adoption of a new executive compensation plan and the results of the Annual Meeting of Shareholders.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on corporate governance and compensation arrangements rather than financial performance metrics.
Material Changes and Corporate Actions
Adoption of Nonqualified Deferred Compensation Plan
- The Board approved the Five Below, Inc. Nonqualified Deferred Compensation Plan and a related irrevocable grantor trust, effective July 1, 2021.
- Eligibility: All executive officers are eligible to participate.
- Deferral Limits: Participants may defer up to 80% of annual base salary and annual bonus. Additionally, 100% of amounts refunded from the 401(k) plan due to Code limits are automatically deferred.
- Vesting: Participant deferrals are fully vested. Company discretionary credits are subject to a five-year graded vesting schedule, with acceleration upon death, disability, or attainment of age 65.
- Insolvency Risk: In the event of the Company's insolvency, assets of the Trust would be subject to the claims of the Company's general creditors.
Annual Meeting of Shareholders Results
On June 15, 2021, the Company held its Annual Meeting. Of 55,992,439 shares entitled to vote, 51,420,142 were present in person or by proxy.
| Proposal | For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Proposal 1: Election of Class III Directors | Varied by Nominee | Varied by Nominee | Varied by Nominee | 1,540,152 |
| Proposal 2: Ratification of KPMG LLP | 51,152,200 | 201,113 | 66,829 | — |
| Proposal 3: Advisory Vote on Executive Compensation | 33,104,637 | 15,524,321 | 1,251,032 | 1,540,152 |
Note on Proposal 1: All four nominees (Dinesh S. Lathi, Richard L. Markee, Thomas G. Vellios, and Zuhairah S. Washington) received a majority of votes cast "For" their election.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on financial outlook, or specific risk factors beyond the standard disclosure regarding the insolvency risk of the new deferred compensation trust.
Investor Verification Checklist
- Verify the specific voting percentages for each Class III Director nominee to confirm the margin of victory.
- Review the attached Exhibits 10.1, 10.2, and 10.3 for the full legal terms of the Nonqualified Deferred Compensation Plan.
- Assess the significant "Against" vote count (15,524,321) on the advisory executive compensation proposal (Proposal 3) relative to the "For" votes.
- Confirm the effective date of the new compensation plan (July 1, 2021) against future payroll and financial reporting cycles.