Five Below Director Departs, New Director Elected

TL;DR

Board shakeup at Five Below: Miller out, Levin in.

AI Summary

Five Below, Inc. announced on December 2, 2024, a departure of a director, Michael R. Miller, and the election of a new director, David L. Levin. The company also disclosed compensatory arrangements for certain officers, though specific details and dollar amounts are not provided in this excerpt.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine board changes and compensatory arrangements, with no immediate financial distress or significant operational shifts indicated.

Key Players & Entities

• Five Below, Inc. (company) — Registrant
• Michael R. Miller (person) — Departing Director
• David L. Levin (person) — Newly Elected Director
• Pennsylvania (location) — State of Incorporation
• December 2, 2024 (date) — Date of earliest event reported

FAQ

From the Filing

0001193125-24-270699.txt : 20241204 0001193125-24-270699.hdr.sgml : 20241204 20241204161631 ACCESSION NUMBER: 0001193125-24-270699 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 17 CONFORMED PERIOD OF REPORT: 20241202 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20241204 DATE AS OF CHANGE: 20241204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIVE BELOW, INC CENTRAL INDEX KEY: 0001177609 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 753000378 STATE OF INCORPORATION: PA FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35600 FILM NUMBER: 241526391 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 300 CITY: PHILADELPHIA STATE: PA ZIP: 19106 BUSINESS PHONE: 215 546 7909 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 300 CITY: PHILADELPHIA STATE: PA ZIP: 19106 FORMER COMPANY: FORMER CONFORMED NAME: FIVE BELOW INC DATE OF NAME CHANGE: 20030305 FORMER COMPANY: FORMER CONFORMED NAME: CHEAP HOLDINGS INC DATE OF NAME CHANGE: 20020717 8-K 1 d918732d8k.htm 8-K 8-K FIVE BELOW, INC false 0001177609 0001177609 2024-12-02 2024-12-02     UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549     FORM 8-K     CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2024     FIVE BELOW, INC. (Exact Name of Registrant as Specified in Charter)       Pennsylvania   001-35600   75-3000378 (State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.) 701 Market Street Suite 300 Philadelphia , PA 19106 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (215) 546-7909 Not applicable (Former Name or Former Address, if Changed Since Last Report)     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common stock   FIVE   The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.   ☐ Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐       Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Appointment of Winnie Park as President and CEO and Increase in Size of the Board of Directors of the Company On December 2, 2024, the Board of Directors (the “Board”) of Five Below, Inc. (the “Company”) (i) appointed Winnie Park to the po