UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| 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 September 19, 2023, the Board of Directors (the “Board”) of Five Below, Inc. (the “Company”) elected Mimi Eckel Vaughn as a Class II director, upon the recommendation of the Board’s Nominating and Corporate Governance Committee (the “Nominating Committee”), effective immediately. Ms. Vaughn 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. The Board also appointed Ms. Vaughn as a member of the Audit Committee.
The Board determined that Ms. Vaughn 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. Vaughn was granted an initial equity award of 767 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.
Ms. Vaughn 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. Vaughn has an interest requiring disclosure under Item 404(a) of Regulation S-K.
| Item 8.01 | Other Events. |
On September 19, 2023, the Company issued a press release announcing the appointment of Mimi Eckel Vaughn 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press Release dated September 19, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: September 19, 2023 | Five Below, Inc. | |||||
| By: | /s/ Kristy Chipman | |||||
| Name: | Kristy Chipman | |||||
| Title: | Chief Financial Officer & Treasurer | |||||