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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/14/23 Five Below, Inc. 8-K:5,8,9 3/13/23 12:189K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 29K 2: EX-10.1 Material Contract HTML 15K 3: EX-99.1 Miscellaneous Exhibit HTML 17K 7: R1 Document and Entity Information HTML 48K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- d478637d8k_htm XML 14K 9: EXCEL IDEA Workbook of Financial Reports XLSX 8K 5: EX-101.LAB XBRL Labels -- five-20230313_lab XML 55K 6: EX-101.PRE XBRL Presentations -- five-20230313_pre XML 35K 4: EX-101.SCH XBRL Schema -- five-20230313 XSD 12K 11: JSON XBRL Instance as JSON Data -- MetaLinks 12± 19K 12: ZIP XBRL Zipped Folder -- 0001193125-23-069383-xbrl Zip 21K
8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM i 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): i March 13, 2023
FIVE BELOW, INC.
(Exact Name of Registrant as Specified in Charter)
i Pennsylvania | i 001-35600 | i 75-3000378 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
i 701 Market Street
i Suite 300
i Philadelphia, i PA i 19106
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: i (215) i 546-7909
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
i Common stock | i FIVE | i NASDAQ Global Select Market |
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:
i i ☐ / | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
i ☐ | 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 March 8, 2023, the Board of Directors of Five Below, Inc. (the “Company”) approved the promotion of Kenneth R. Bull to the role of Chief Operating Officer, effective March 13, 2023. Mr. Bull will continue to serve as the Company’s Chief Financial Officer and Treasurer, as well as the Company’s principal accounting officer, until such time as his successor or successors in those roles is or are hired by the Company.
In connection with Mr. Bull’s promotion, Mr. Bull’s employment letter with the Company dated April 16, 2012 was amended to reflect Mr. Bull’s new title of Chief Operating Officer and to increase his annual base salary to $750,000. This summary of the amendment to Mr. Bull’s employment letter is qualified in its entirety by the full text of the amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated in this Item 5.02 by reference.
Additionally, in connection with Mr. Bull’s promotion, the Compensation Committee of the Board of Directors of the Company approved (i) a target annual bonus opportunity for Mr. Bull for fiscal year 2023 equal to 100% of his base salary, and (ii) a long-term incentive award to Mr. Bull comprised of 3,112 time-based restricted stock units and 9,336 performance based-restricted stock units at target.
Biographical and other information required by Items 401 and 404 of Regulation S-K related to Mr. Bull as well as a description of any material arrangements Mr. Bull has with the Company (other than as may be modified as described in this report) is incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2022 filed with the Securities and Exchange Commission on March 30, 2022.
Item 8.01 | Other Events. |
On March 13, 2023, the Company issued a press release announcing Mr. Bull’s promotion. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated in this Item 8.01 by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
10.1 | Amendment dated March 13, 2023 to Employment Letter Agreement dated April 16, 2012 by and between Kenneth R. Bull and Five Below, Inc. | |
99.1 | Press Release dated March 13, 2023. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Date: March 13, 2023 | Five Below, Inc. | |||||
By: | ||||||
Name: | Ronald J. Masciantonio | |||||
Title: | Senior Vice President and General Counsel |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed as of: | 3/14/23 | |||
Filed on / For Period end: | 3/13/23 | |||
3/8/23 | 4 | |||
3/30/22 | 10-K, 8-K | |||
1/29/22 | 10-K, 5 | |||
4/16/12 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/21/24 Five Below, Inc. 10-K 2/03/24 85:7.1M 6/02/23 Five Below, Inc. 10-Q 4/29/23 56:4.1M |