Five Below Inc.

05/02/2025 | Press release | Distributed by Public on 05/02/2025 06:49

Additional Proxy Soliciting Materials (Form DEFA14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒      Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to Rule 14a-12

Five Below, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Your Vote Counts!

           FIVE BELOW, INC.

           701 MARKET STREET

           SUITE 300

           PHILADELPHIA, PA 19106

FIVE BELOW, INC.

2025 Annual Meeting

Vote by June 11, 2025

11:59 PM ET

       V74913-P30668

You invested in FIVE BELOW, INC. and it's time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the shareholder meeting to be held on June 12, 2025.

Get informed before you vote

View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the materials by requesting prior to May 29, 2025. If you would like to request a copy of the materials for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

* Please check the meeting materials for any special requirements for meeting attendance.

 Vote at www.ProxyVote.com

 THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters.

  Voting Items

Board

Recommends

1.

Election of Directors
Nominees:

1a.

Kathleen S. Barclay For

1b.

Karen Bowman For

1c.

Michael F. Devine, III For

1d.

Dinesh S. Lathi For

1e.

Richard L. Markee For

1f.

Winnie Y. Park For

1g.

Thomas M. Ryan For

1h.

Ronald L. Sargent For

1i.

Mimi E. Vaughn For

1j.

Zuhairah S. Washington For

2.

To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the current fiscal year ending January 31, 2026. For

3.

To approve, by non-binding advisory vote, the Company's Named Executive Officer compensation. For

4.

Non-binding advisory vote on whether the frequency of the shareholder vote on our executive compensation should be every 1, 2 or 3 years. Year

NOTE: If any other matters properly come before the meeting, the persons named in the proxy will vote in their discretion.

PLEASE NOTE - YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote the shares, you must go online or request a paper copy of the proxy materials to receive a proxy card.

Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click "Delivery Settings".

V74914-P30668     

Five Below Inc. published this content on May 02, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on May 02, 2025 at 12:49 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at support@pubt.io