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
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| ¨ | Preliminary Proxy Statement | |
| ¨ | 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 | |
| ¨ | Soliciting Material Pursuant to Rule 14a-12 | |
Five Below, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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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, 2015.
| FIVE BELOW, INC. |
Meeting Information
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| Meeting Type: |
Annual Meeting | |||||||
| For holders as of: |
April 20, 2015 | |||||||
| Date: June 18, 2015 |
Time: 9:00 AM, EDT | |||||||
| Location: Pepper Hamilton LLP | ||||||||
| 3000 Two Logan Square | ||||||||
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18th and Arch Streets Philadelphia, PA 19103
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You are receiving this communication because you hold shares in the company named above. | |||||||
| FIVE BELOW, INC. 1818 MARKET STREET SUITE 2000 PHILADELPHIA, PA 19103 |
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. | ||||||||
— 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 g
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 g
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, 2015 to facilitate timely delivery.
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(located on the following page) and visit: www.proxyvote.com.— 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 g
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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| Voting Items | ||||||
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The Board of Directors recommends you vote FOR the following: |
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1. Election of Directors |
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Nominees: |
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| 01) David M. Mussafer 02) David Schlessinger 03) Thomas G. Vellios |
04) Catherine E. Buggeln 05) Joel D. Anderson 06) Kathleen S. Barclay |
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The Board of Directors recommends you vote FOR proposals 2 and 3.
| 2. | To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the current fiscal year ending January 30, 2016. |
| 3. | To vote on an amendment to the Company's articles of incorporation and a corresponding amendment to the Company's bylaws to replace the plurality voting standard in the uncontested election of directors with a majority voting standard and make conforming changes. |
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 items 1, 2, and 3. If any other matters properly come before the meeting, or if cumulative voting is required, the persons named in this proxy will vote in their discretion.
