FIVE BELOW 8-K: Routine Filing, No Major Executive Changes Reported

TL;DR

**FIVE BELOW filed a routine 8-K with no major news on executive changes or compensation.**

AI Summary

This 8-K filing from January 24, 2024, by FIVE BELOW, INC. (trading as FIVE on The Nasdaq Stock Market LLC) is a routine report indicating no significant new events regarding changes in directors, officers, or compensatory arrangements. It primarily serves to update the company's registration details, such as its address at 701 Market Street, Suite 300, Philadelphia, PA 19106. For investors, this filing signals a period of stability in the company's executive leadership and compensation structure, which can be a positive sign as it suggests no unexpected departures or major strategic shifts are being announced.

Why It Matters

This filing indicates stability in Five Below's executive team and compensation, which can reassure investors that no immediate, unexpected leadership transitions or significant changes in executive pay are occurring.

Risk Assessment

Risk Level: low — The filing is routine and reports no material changes, indicating a low immediate risk to investors.

Analyst Insight

A smart investor would note the lack of significant news in this routine 8-K, suggesting no immediate catalysts or concerns related to executive changes or compensation, and would continue to monitor for future filings or earnings reports for more impactful information.

Key Numbers

• 001-35600 — Commission File Number (identifies FIVE BELOW, INC. with the SEC)
• 75-3000378 — IRS Employer Identification No. (identifies FIVE BELOW, INC. for tax purposes)
• 2024-01-24 — Date of Report (the earliest event reported in the filing)
• (215) 546-7909 — Registrant's telephone number (contact information for FIVE BELOW, INC.)

Key Players & Entities

• FIVE BELOW, INC. (company) — the registrant filing the 8-K
• The Nasdaq Stock Market LLC (company) — the exchange where FIVE's common stock is registered
• Pennsylvania (company) — state of incorporation for FIVE BELOW, INC.
• Philadelphia (company) — city of FIVE BELOW, INC.'s principal executive offices
• 701 Market Street Suite 300 (company) — address of FIVE BELOW, INC.'s principal executive offices

FAQ

Filing Documents

• d502920d8k.htm (8-K) — 27KB
• d502920dex991.htm (EX-99.1) — 11KB
• g502920g0124065637711.jpg (GRAPHIC) — 4KB
• 0001193125-24-014297.txt ( ) — 168KB
• five-20240124.xsd (EX-101.SCH) — 3KB
• five-20240124_lab.xml (EX-101.LAB) — 18KB
• five-20240124_pre.xml (EX-101.PRE) — 11KB
• d502920d8k_htm.xml (XML) — 3KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Election of a New Director On January 24, 2024, the Board of Directors (the " Board ") of Five Below, Inc. (the " Company ") elected Karen Bowman as a Class I director, upon the recommendation of the Board's Nominating and Corporate Governance Committee, effective immediately. Ms. Bowman will serve until the 2024 annual meeting of shareholders and is expected to be nominated for reelection to the Board at the 2024 annual meeting of shareholders. Any committee membership for Ms. Bowman will be decided upon at a later time. The Board determined that Ms. Bowman qualifies as an independent director under the director independence standards set forth in the rules and regulations of the Securities and Exchange Commission (the " SEC ") and the applicable listing standards of The Nasdaq Stock Market LLC (the " Nasdaq Rules "). In connection with her election, Ms. Bowman was granted an initial equity award of 338 restricted stock units (the " Initial Grant ") that will vest at the Company's next annual shareholders meeting subject to her continued Board service. The Initial Grant was made pursuant to the Company's Compensation Policy for Non-Employee Directors, as amended, and the Company's Amended and Restated Equity Incentive Plan. The Company has entered into its standard form of indemnification agreement with Ms. Bowman, in substantially the form filed with the Securities and Exchange Commission as Exhibit 10.17 to Amendment No. 1 to the Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission on May 24, 2012 and incorporated by reference herein. Ms. Bowman has no arrangement or understanding with any other persons pursuant to which she was selected as a director. There are no transactions in which Ms. Bowman has an interest requiring disclosure under Item 404(a) o

01

Item 8.01 Other Events. On January 24, 2024, the Company issued a press release announcing the appointment of Karen Rae Bowman to the Board. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated in this Item 8.01 by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release dated January 24, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 24, 2024 Five Below, Inc. By: /s/ Kristy Chipman Name: Kristy Chipman Title: Chief Financial Officer & Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR