Five Below (FIVE) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 16, 2026, will be held virtually to enhance shareholder access and safety.

• Shareholders will vote on electing nine directors, ratifying KPMG LLP as auditor, an advisory say-on-pay vote, and a shareholder proposal to adopt a simple majority vote standard.

• Board recommends voting for all director nominees, for auditor ratification, for say-on-pay, and against the simple majority proposal.

• 55,294,929 shares are eligible to vote as of the April 17, 2026 record date.

Voting matters and shareholder proposals

• Proposal 1: Elect nine directors for a one-year term.

• Proposal 2: Ratify KPMG LLP as independent auditor for fiscal year ending January 30, 2027.

• Proposal 3: Advisory vote to approve named executive officer compensation.

• Proposal 4: Shareholder proposal to replace supermajority voting with a simple majority standard; board recommends against.

Board of directors and corporate governance

• Board size set at nine members post-meeting; all directors serve one-year terms.

• Board composition reflects diverse backgrounds and skills, with a majority of independent directors.

• Committees: Audit, Talent and Compensation, Nominating and Corporate Governance—all members independent.

• Board leadership separates CEO and Chair roles; Chair is independent.

• Board and committees oversee risk, cybersecurity, and corporate responsibility.

• Director compensation includes cash retainers and equity grants, with increased equity grant value for 2026.

• Stock ownership guidelines apply to directors and executives.