Five Below, Inc 8-K, filed Sep 29, 2020
Five Below, Inc (FIVE)
About this 8-K
Five Below, Inc filed this 8-K on September 29, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 29, 2020
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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 29, 2020, the Board of Directors (the “Board”) of Five Below, Inc. (the “Company”) increased its size from nine to ten members. Zuhairah Scott Washington was elected as a Class III director, upon the recommendation of the Board’s Nominating and Corporate Governance Committee (the “Nominating Committee”), effective immediately, to fill the new directorship created by the increase to the size of the Board. Ms. Washington will serve the remainder of the Class III term which expires at the 2021 annual meeting of shareholders and is expected to be nominated for reelection to the Board at the 2021 annual meeting of shareholders. The Board also appointed Ms. Washington as a member of the Nominating Committee.
The Board determined that Ms. Washington 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. Washington was granted an initial equity award of 774 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. Washington 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. Washington has an interest requiring disclosure under Item 404(a) of Regulation S-K.
| Item 8.01 | Other Events. |
On September 29, 2020, the Company issued a press release announcing the appointment of Zuhairah Scott Washington 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
| Exhibit |
Exhibit Description | |
| 99.1 | Press Release, dated September 29, 2020 | |
| 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.
| Five Below, Inc. | ||||
| Date: September 29, 2020 | By: | /s/ Kenneth R. Bull | ||
| Name: | Kenneth R. Bull | |||
| Title: | Chief Financial Officer and Treasurer | |||
Exhibit 99.1
Five Below Adds New Board Member
Zuhairah Scott Washington joins Five Below Board of Directors
PHILADELPHIA, September 29, 2020 — Five Below, Inc. (Nasdaq: FIVE), the trend-right, high-quality value retailer for teens, tweens and beyond, announced that Zuhairah Scott Washington has been appointed an independent member of its Board of Directors, effective today. Ms. Washington becomes the third female member of nine non-employee directors.
“We are thrilled to welcome Zuhairah to our Board of Directors,” said Tom Vellios, Chairman of Five Below. “Zuhairah’s diverse and deep experience at well-known technology companies as well as her global business background will be an asset to Five Below as we continue our rapid growth.”
Joel Anderson, Five Below’s CEO and President stated, “Zuhairah is a seasoned digital commerce executive with impressive experience at several growth companies. Her insights across technology, the customer experience and leadership development will be particularly relevant as we continue our growth and build our omnichannel strategy. We are also excited to increase the diversity of our board.”
Ms. Washington brings more than 20 years of leadership experience in the technology and consumer space to Five Below. She is currently the SVP and Global Head of Strategic Partners, Lodging and Vacation Rentals at Expedia Group, whose brands include Expedia, Hotels.com, Orbitz and VRBO. Prior to that, she was at Egon Zehnder, a global management consulting and executive search firm, and Uber, where she grew businesses from startup to scale and ran one of the top five U.S. markets. She founded Kahnoodle, which was named to Entrepreneur Magazine’s 100 Brilliant Companies of 2012. She earned a joint graduate degree: a JD from Harvard Law School and an MBA from Harvard Business School, and graduated magna cum laude from UCLA with a BA in political science and public policy. In March this year, she was named as one of the 100 Most Influential Black Executives in Corporate America by Savoy Magazine.
“From its founding in 2002 to today, Five Below has proven to be a very successful concept, delivering extreme value and a fun shopping experience to tweens, teens and beyond,” said Washington. “I am passionate about working with disruptive businesses and teams that are building the future, and Five Below’s culture of agility and innovation, combined with its growth potential, is a great fit for my interests and experience. I am delighted to be joining Five Below’s Board and look forward to helping guide the future development of Five Below.”
About Five Below:
Five Below is a leading high-growth value retailer offering trend-right, high-quality products loved by tweens, teens and beyond. We know life is way better when you’re free to “let go & have fun” in an amazing experience filled with unlimited possibilities. With most items priced $1-$5, and some extreme value items priced up to just $10, we make it easy to say YES! to the newest, coolest stuff across 8 awesome Five Below worlds: Style, Room, Sports, Tech, Create, Party, Candy and Now. Founded in 2002 and headquartered in Philadelphia, Pennsylvania, Five Below today has over 1,000 stores in 38 states. For more information, please visit www.fivebelow.com and a store!
Investor Contact:
Five Below, Inc.
Christiane Pelz
215-207-2658
christiane.pelz@fivebelow.com