Five Below (FIVE) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 12, 2025, will be held virtually to enhance shareholder access and safety.

• Shareholders will vote on electing ten directors, ratifying KPMG LLP as auditor, approving executive compensation, and determining the frequency of future say-on-pay votes.

• Record date for voting is April 15, 2025, with 55,055,966 shares eligible to vote.

Voting matters and shareholder proposals

• Board recommends voting FOR all ten director nominees, FOR KPMG LLP as auditor, FOR executive compensation, and FOR annual say-on-pay votes.

• Shareholders can vote via internet, phone, mail, or during the virtual meeting.

• Shareholder proposals for the 2026 meeting must be received by December 30, 2025.

Board of directors and corporate governance

• Board size will reduce from 12 to 10 members, all elected annually (no more staggered terms).

• Board and committees meet regularly, with all directors attending at least 75% of meetings.

• Board composition reflects diversity in experience, gender, and ethnicity.

• All directors except the CEO are independent under Nasdaq rules.

• Board oversees risk, including cybersecurity, and ESG initiatives.

• Shareholders can communicate directly with the board and nominate directors under defined procedures.