Current Report Filing (8-k)
October 05 2018 - 4:52PM
Edgar (US Regulatory)
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): October 2, 2018
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.)
|
701 Market Street
Suite 300
Philadelphia,
PA 19106
(Address of Principal Executive Offices) (Zip Code)
Registrants 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 of 1933 or Rule
12b-2
of the Securities Exchange Act of 1934.
☐
|
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 provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
|
On October 2, 2018, the Board of Directors (the
Board
) of Five Below, Inc. (the
Company
) approved an updated Form of Award Agreement for Restricted Stock Units (
RSU Form
) and Form of Award Agreement for
Performance-Based Restricted Stock Units (
PRSU Form
). The RSU Form will allow for accelerated vesting of 100% of the restricted stock units upon death or disability. The PRSU Form will allow for accelerated vesting of the
performance-based restricted stock units at 100% of the target number of units granted upon death or disability. The foregoing description of the RSU Form and PRSU Form are qualified in their entirety by reference to such forms, which are attached
hereto as Exhibit 10.1 and 10.2, respectively, and incorporated herein by reference.
Item 5.03
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
|
On October 2, 2018, the Board approved Amended and Restated Bylaws. The Amended and Restated Bylaws, which became effective upon the
Boards approval, fix cross references and add updated references to the Pennsylvania Business Corporation Law of 1988, as amended. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the
Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1, and incorporated herein by reference.
Item 5.05
|
Amendments to the Registrants Code of Ethics, or Waiver of a Provision of the Code of Ethics.
|
On October 2, 2018, the Board adopted a new Code of Business Conduct and Ethics (the
Code
). The Code is applicable to all directors, officers, and employees of the Company, including the Companys principal executive officer, principal financial officer and principal accounting officer. The changes to
the Code include only minor updates and
non-substantive
amendments. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Code, which can be found on the
Companys website at www.fivebelow.com under Investor Relations Corporate Governance Code of Business Conduct and Ethics. The contents of the Companys website are not incorporated by reference in this current
report or made a part hereof for any purpose.
Item 9.01
|
Financial Statements and Exhibits.
|
(d)
Exhibits
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: October 5, 2018
|
|
|
|
By:
|
|
/s/ Kenneth R. Bull
|
|
|
|
|
|
|
Name: Kenneth R. Bull
Title: Chief Financial Officer and Treasurer
|
Five Below (NASDAQ:FIVE)
Historical Stock Chart
From Aug 2024 to Sep 2024
Five Below (NASDAQ:FIVE)
Historical Stock Chart
From Sep 2023 to Sep 2024