Current Report Filing (8-k)

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): June 20, 2017

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.)

1818 Market Street

Suite 2000

Philadelphia, PA 19103

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2):

☐	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 pursuant to section 13(a) of the Exchange Act: ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 20, 2017, the Company held its Annual Meeting of Shareholders (the “ Annual Meeting ”). A total of 55,102,071 shares of the Company’s common stock were entitled to vote as of April 25, 2017, the record date for the Annual Meeting, of which 51,877,353 were present in person or by proxy at the Annual Meeting. The following is a summary of the final voting results for each matter presented to shareholders.

PROPOSAL 1 :

Election of three Class II Directors to hold office until the 2020 Annual Meeting of Shareholders.


Nominee	For		Against		Abstentions		Broker Non-Votes
Joel D. Anderson		48,405,137		305,392		528,983		2,637,841
Kathleen S. Barclay		48,266,261		444,491		528,760		2,637,841
Thomas M. Ryan		48,289,213		421,286		529,013		2,637,841

PROPOSAL 2 : Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the current fiscal year ending February 3, 2018.


For	Against	Abstentions	Broker Non-Votes
51,794,912	36,123	46,318	0

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.