Five Below, Inc DEFA14A, filed May 5, 2022
Five Below, Inc (FIVE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Securities Exchange Act of 1934
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| ☐ | Soliciting Material Pursuant to Rule 14a-12 |
Five Below, Inc.
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Your Vote Counts!FIVE BELOW, INC.2022 Annual MeetingVote by June 13, 2022 11:59 PM ETFIVE BELOW, INC. 701 MARKET STREET SUITE 300 PHILADELPHIA, PA 19106D76556-P67645You 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 material for the shareholder meeting to be held on June 14, 2022.Get informed before you voteView the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 31, 2022. If you would like to request a copy of the material(s) 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.For complete information and to vote, visit www.ProxyVote.com Control #Smartphone users Vote Virtually at the Meeting*Point your camera here and June 14, 20229:00 AM, Eastern Timevote without entering a control numberVirtual MeetingTo attend and participate in the virtual Annual Shareholder Meeting, shareholders must register in advance at https://viewproxy.com/fivebelow/2022/ prior to the deadline of 11:59 PM ET on June 9, 2022.*Please check the meeting materials for any special requirements for meeting attendance.V1.1
Vote at www.ProxyVote.comTHIS IS NOT A VOTABLE BALLOTThis 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 Recommends1. Election of Directors Nominees:1a. Catherine E. Buggeln For1b. Michael F. Devine, III For1c. Bernard Kim For1d. Ronald L. Sargent For2. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the current Forfiscal year ending January 28, 2023.3. To approve the Company’s 2022 Equity Incentive Plan. For4. To approve, by non-binding advisory vote, the Company’s Named Executive Officer compensation. For5. To approve amendments to the Company’s Amended and Restated Articles of Incorporation and Amended and ForRestated Bylaws to declassify the Board of Directors.6. To approve amendments to the Company’s Amended and Restated Articles of Incorporation and Amended and For Restated Bylaws to increase the maximum allowable number of directors to 14.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 “Sign up for E-delivery”.D76557-P67645