Additional Proxy Soliciting Materials (definitive) (defa14a)
May 09 2019 - 4:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed by the
Registrant ☒ Filed by a Party other than the
Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Rule 14a-12
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Five Below, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s)
Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1)
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Title of each class of securities to which transaction applies:
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2)
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Aggregate number of securities to which transaction applies:
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3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was determined):
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by the Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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1)
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Amount Previously Paid:
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2)
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Form, Schedule or Registration Statement No.:
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3)
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Filing Party:
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4)
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Date Filed:
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*** Exercise Your
Right
to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on June 18, 2019.
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FIVE BELOW, INC.
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Meeting Information
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Meeting Type:
Annual Meeting
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For holders as
of:
April 23, 2019
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Date:
June 18, 2019
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Time:
8:00 AM EDT
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Location:
Conference
Room
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Hotel Monaco
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433 Chestnut Street
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Philadelphia, PA 19106
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You are receiving this communication because you hold shares in the company named above.
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FIVE BELOW, INC.
700 MARKET STREET
SUITE 300
PHILADELPHIA, PA 19106
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This is not a ballot. You cannot use this notice to vote these shares. This communication presents only
an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at
www.proxyvote.com
or easily request a paper copy (see reverse side).
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We encourage you to access and review all of the important information contained in the proxy materials
before voting.
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See the
reverse side of this notice to obtain proxy materials and voting instructions.
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Before You Vote
How to Access the Proxy Materials
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Proxy
Materials Available to VIEW or RECEIVE:
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NOTICE AND PROXY STATEMENT ANNUAL REPORT
How to View Online:
Have the information that is printed in the box marked by the arrow
(located on the following page) and visit:
www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you
want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1)
BY INTERNET
: www.proxyvote.com
2)
BY TELEPHONE
: 1-800-579-1639
3)
BY E-MAIL*
: sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in
the box marked by the arrow
(located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed
above on or before June 4, 2019 to facilitate timely delivery.
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How To Vote
Please Choose One of the Following Voting Methods
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Vote In Person:
Many shareholder meetings have attendance requirements including,
but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote
these shares.
Vote By Internet:
To vote now by Internet, go to
www.proxyvote.com.
Have the information that is printed in the box marked by the arrow
(located on the following page) available and follow the instructions.
Vote By Mail:
You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
Vote By Telephone:
You can vote by telephone by requesting a paper copy of the
materials, which will include a proxy card and instructions (see above).
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The Board of Directors recommends you vote FOR the following:
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1b.
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Michael F. Devine III
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The Board of Directors recommends you vote FOR proposal 2 and 3.
2.
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To ratify the appointment of KPMG LLP as the Companys independent registered public accounting firm for
the current fiscal year ending February 1, 2020.
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3.
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To approve, by non-binding advisory vote, the Companys Named Executive Officer compensation.
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The Board of Directors recommends you vote for the option of every 3 YEARS on proposal 4.
4.
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Non-binding advisory vote on whether the frequency of the shareholder vote on our executive compensation should
be every 1, 2 or 3 years.
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NOTE:
The shares represented by this proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder(s). If no direction is made, this proxy will be voted FOR the election of the nominees listed under proposal 1 above and FOR proposals 2 and 3 and for every THREE YEARS for proposal 4. If any other matters
properly come before the meeting, the persons named in this 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. If you wish to attend and vote at the meeting, please bring this notice with you.
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