UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Resignation of Joel D. Anderson as President and Chief Executive Officer and Director
On July 15, 2024, Joel D. Anderson, President and Chief Executive Officer of Five Below, Inc. (the “Company”), notified the Company’s Board of Directors (the “Board”) that he was resigning as President and Chief Executive Officer and a member of the Board effective immediately. Mr. Anderson’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Appointment of Kenneth R. Bull as Interim President and Chief Executive Officer and Appointment of Thomas G. Vellios as Interim Executive Chairman of the Board
On July 15, 2024, the Board appointed Mr. Kenneth R. Bull, the Chief Operating Officer of the Company, to also serve as the Company’s President and Chief Executive Officer on an interim basis while the Company conducts a search for Mr. Anderson’s permanent replacement.
On July 15, 2024, the Board appointed Thomas G. Vellios, the Company’s Non-Executive Board Chairman, as Executive Chairman of the Board of Directors also on an interim basis.
Biographical and other information about Mr. Bull and Mr. Vellios is included the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 2, 2024.
Neither Mr. Bull nor Mr. Vellios has any family relationships with any director or executive officer of the Company, and there are no arrangements or understandings between Mr. Bull or Mr. Vellios and any other persons pursuant to which Mr. Bull or Mr. Vellios was selected to their interim positions. Neither Mr. Bull, Mr. Vellios, nor any related person of Mr. Bull or Mr. Vellios has a direct or indirect material interest in any existing or currently proposed transaction to which the Company is or may become a party that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.
The Board and its Compensation Committee will evaluate the respective compensation of Mr. Bull as Interim President and Chief Executive Officer and Mr. Vellios as Interim Executive Chairman of the Board at a later date.
| Item 7.01 | Regulation FD Disclosure. |
On July 16, 2024, the Company issued a press release announcing Mr. Anderson’s resignation, Mr. Bull’s appointment as interim President and Chief Executive Officer and Mr. Vellios’s appointment as interim Executive Chairman of the Board. In the press release, the Company also updated its second quarter fiscal 2024 net sales and earnings guidance based on quarter-to-date results through July 13, 2024. A copy of this press release is attached hereto as Exhibit 99.1 and is being furnished, not filed, under item 7.01 of this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press Release dated July 16, 2024. | |
| 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: July 16, 2024 | Five Below, Inc. | |||||
| By: | /s/ Kristy Chipman | |||||
| Name: | Kristy Chipman | |||||
| Title: | Chief Financial Officer & Treasurer | |||||