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FIVE BELOW INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and FIVE BELOW INC.’s Form 8-K, filed June 12, 2024 (Item 5.07 on EDGAR). Page generated October 14, 2026.

11Ballot items
531Asset managers
6,091Fund votes
June 11, 2024Meeting date

Results at a glance

Meeting of June 11, 2024: 11 items on FIVE BELOW INC.’s Form 8-K, filed June 12, 2024: 11 without a stated outcome.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore FIVE BELOW INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by FIVE BELOW INC.

These tallies are FIVE BELOW INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 12, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

FIVE BELOW INC. — official shareholder meeting results, meeting held June 11, 2024
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Joel D. Anderson	49,153,098	384,390	22,456	--	1,646,147	99.2%	Not verified	—
Elect Director: Kathleen S. Barclay	47,520,623	2,017,024	22,297	--	1,646,147	96%	Not verified	—
Elect Director: Karen Bowman	49,357,755	90,598	111,591	--	1,646,147	99.8%	Not verified	—
Elect Director: Dinesh S. Lathi	49,083,427	454,065	22,452	--	1,646,147	99.0%	Not verified	—
Elect Director: Richard L. Markee	49,020,134	516,827	22,983	--	1,646,147	99%	Not verified	—
Elect Director: Thomas M. Ryan	47,282,376	2,254,671	22,897	--	1,646,147	95%	Not verified	—
Elect Director: Mimi E. Vaughn	49,295,956	152,572	111,416	--	1,646,147	99.6%	Not verified	—
Elect Director: Thomas G. Vellios	42,781,529	6,756,099	22,316	--	1,646,147	86%	Not verified	—
Elect Director: Zuhairah S. Washington	49,030,453	417,454	112,037	--	1,646,147	99.1%	Not verified	—
2. Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending February 1, 2025	49,528,432	1,656,446	21,213	--	0	97%	Not verified	—
3. Approval on an advisory (non-binding) basis of the Company's named executive officer compensation	47,379,809	2,149,746	30,389	--	1,646,147	96%	Not verified	—

Source: FIVE BELOW INC., Form 8-K, filed with the SEC on June 12, 2024 — read the filing on EDGAR.

How asset managers voted at the FIVE BELOW INC. 2023-2024 meeting

Each item below shows how the 531 asset managers that disclosed a FIVE BELOW INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Dinesh S. Lathi

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

99.0% Majority: yes · of votes cast

FOR 99.0%

FOR: 49,083,427AGAINST: 454,065

Details: description as filed, official tally, votes by 134 asset managers

Description as filed by funds: Election of Directors: Dinesh S. Lathi

FIVE BELOW INC.’s own tally for this item (“Elect Director: Dinesh S. Lathi”): 49,083,427 for, 454,065 against, per its Form 8-K filed June 12, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 134 asset managers below reported 27,598,599 for, 71,059 against, 16,219 abstained.

FOR

FOR: 27,598,599AGAINST: 71,059ABSTAIN: 16,219

Largest asset managers voting on “Election of Directors: Dinesh S. Lathi” at FIVE BELOW INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,635,427	0	For
T. Rowe Price	4,164,889	46,500	For
Fidelity	3,108,332	0	For
Capital Group	3,075,760	0	For
BlackRock	2,932,021	0	For
WASATCH FUNDS TRUST	1,032,772	0	For
Columbia Threadneedle	504,837	0	For
Charles Schwab	411,385	0	For
State Street	376,120	77	For
Jackson National	347,754	0	For
FRANKLIN STRATEGIC SERIES	330,300	0	For
MFS	318,512	0	For
CARILLON SERIES TRUST	309,437	0	For
Dimensional	292,175	0	For
Baird	249,527	0	For
Legg Mason	235,300	0	For
AB DISCOVERY GROWTH FUND, INC.	224,883	0	For
Waddell & Reed	197,099	0	For
AllianceBernstein	193,725	0	For
WILLIAM BLAIR FUNDS	189,902	0	For
Equitable	181,557	0	For
Principal	156,321	0	For
TimesSquare Capital Management, LLC	147,638	675	For
Lincoln Financial	116,885	23,800	Mixed
Goldman Sachs	137,794	0	For

Showing the 25 largest of 134 asset managers. See all 134 in the interactive database.

2. Elect Director: Joel D. Anderson

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

99.2% Majority: yes · of votes cast

FOR 99.2%

FOR: 49,153,098AGAINST: 384,390

Details: description as filed, official tally, votes by 134 asset managers

Description as filed by funds: Election of Directors: Joel D. Anderson

FIVE BELOW INC.’s own tally for this item (“Elect Director: Joel D. Anderson”): 49,153,098 for, 384,390 against, per its Form 8-K filed June 12, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 134 asset managers below reported 27,668,888 for, 770 against, 16,219 abstained.

FOR

FOR: 27,668,888AGAINST: 770ABSTAIN: 16,219

Largest asset managers voting on “Election of Directors: Joel D. Anderson” at FIVE BELOW INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,635,427	0	For
T. Rowe Price	4,211,389	0	For
Fidelity	3,108,332	0	For
Capital Group	3,075,760	0	For
BlackRock	2,932,021	0	For
WASATCH FUNDS TRUST	1,032,772	0	For
Columbia Threadneedle	504,837	0	For
Charles Schwab	411,385	0	For
State Street	376,103	94	For
Jackson National	347,754	0	For
FRANKLIN STRATEGIC SERIES	330,300	0	For
MFS	318,512	0	For
CARILLON SERIES TRUST	309,437	0	For
Dimensional	292,175	0	For
Baird	249,527	0	For
Legg Mason	235,300	0	For
AB DISCOVERY GROWTH FUND, INC.	224,883	0	For
Waddell & Reed	197,099	0	For
AllianceBernstein	193,725	0	For
WILLIAM BLAIR FUNDS	189,902	0	For
Equitable	181,557	0	For
Principal	156,321	0	For
TimesSquare Capital Management, LLC	147,638	675	For
Lincoln Financial	140,685	0	For
Goldman Sachs	137,794	0	For

Showing the 25 largest of 134 asset managers. See all 134 in the interactive database.

3. Elect Director: Karen Bowman

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%

FOR: 49,357,755AGAINST: 90,598

Details: description as filed, official tally, votes by 134 asset managers

Description as filed by funds: Election of Directors: Karen Bowman

FIVE BELOW INC.’s own tally for this item (“Elect Director: Karen Bowman”): 49,357,755 for, 90,598 against, per its Form 8-K filed June 12, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 134 asset managers below reported 27,581,408 for, 104,469 abstained.

FOR

FOR: 27,581,408ABSTAIN: 104,469

Largest asset managers voting on “Election of Directors: Karen Bowman” at FIVE BELOW INC., 2023-2024
Asset manager	For	Vote
Vanguard	5,635,427	For
T. Rowe Price	4,211,389	For
Fidelity	3,108,332	For
Capital Group	3,075,760	For
BlackRock	2,932,021	For
WASATCH FUNDS TRUST	1,032,772	For
Columbia Threadneedle	504,837	For
Charles Schwab	411,385	For
State Street	376,197	For
Jackson National	347,754	For
FRANKLIN STRATEGIC SERIES	330,300	For
MFS	318,512	For
CARILLON SERIES TRUST	309,437	For
Dimensional	292,175	For
Baird	249,527	For
Legg Mason	235,300	For
AB DISCOVERY GROWTH FUND, INC.	224,883	For
Waddell & Reed	197,099	For
AllianceBernstein	193,725	For
WILLIAM BLAIR FUNDS	189,902	For
Equitable	181,557	For
Principal	156,321	For
TimesSquare Capital Management, LLC	148,313	For
Lincoln Financial	140,685	For
Goldman Sachs	137,794	For

Showing the 25 largest of 134 asset managers. See all 134 in the interactive database.

4. Elect Director: Kathleen S. Barclay

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 47,520,623AGAINST: 2,017,024

Details: description as filed, official tally, votes by 134 asset managers

Description as filed by funds: Election of Directors: Kathleen S. Barclay

FIVE BELOW INC.’s own tally for this item (“Elect Director: Kathleen S. Barclay”): 47,520,623 for, 2,017,024 against, per its Form 8-K filed June 12, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 134 asset managers below reported 27,374,098 for, 295,560 against, 16,219 abstained.

FOR

FOR: 27,374,098AGAINST: 295,560ABSTAIN: 16,219

Largest asset managers voting on “Election of Directors: Kathleen S. Barclay” at FIVE BELOW INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,635,427	0	For
T. Rowe Price	4,164,889	46,500	For
Fidelity	3,108,332	0	For
Capital Group	3,075,760	0	For
BlackRock	2,932,021	0	For
WASATCH FUNDS TRUST	1,032,772	0	For
Columbia Threadneedle	504,837	0	For
Charles Schwab	411,385	0	For
State Street	376,058	139	For
Jackson National	347,754	0	For
FRANKLIN STRATEGIC SERIES	330,300	0	For
MFS	318,512	0	For
CARILLON SERIES TRUST	309,437	0	For
Dimensional	292,175	0	For
Baird	249,527	0	For
Legg Mason	235,300	0	For
AB DISCOVERY GROWTH FUND, INC.	224,883	0	For
Waddell & Reed	197,099	0	For
AllianceBernstein	193,725	0	For
WILLIAM BLAIR FUNDS	189,902	0	For
Equitable	181,557	0	For
Principal	156,321	0	For
TimesSquare Capital Management, LLC	147,638	675	For
Lincoln Financial	116,885	23,800	Mixed
Goldman Sachs	137,794	0	For

Showing the 25 largest of 134 asset managers. See all 134 in the interactive database.

5. Elect Director: Mimi E. Vaughn

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%

FOR: 49,295,956AGAINST: 152,572

Details: description as filed, official tally, votes by 134 asset managers

Description as filed by funds: Election of Directors: Mimi E. Vaughn

FIVE BELOW INC.’s own tally for this item (“Elect Director: Mimi E. Vaughn”): 49,295,956 for, 152,572 against, per its Form 8-K filed June 12, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 134 asset managers below reported 27,581,408 for, 104,469 abstained.

FOR

FOR: 27,581,408ABSTAIN: 104,469

Largest asset managers voting on “Election of Directors: Mimi E. Vaughn” at FIVE BELOW INC., 2023-2024
Asset manager	For	Vote
Vanguard	5,635,427	For
T. Rowe Price	4,211,389	For
Fidelity	3,108,332	For
Capital Group	3,075,760	For
BlackRock	2,932,021	For
WASATCH FUNDS TRUST	1,032,772	For
Columbia Threadneedle	504,837	For
Charles Schwab	411,385	For
State Street	376,197	For
Jackson National	347,754	For
FRANKLIN STRATEGIC SERIES	330,300	For
MFS	318,512	For
CARILLON SERIES TRUST	309,437	For
Dimensional	292,175	For
Baird	249,527	For
Legg Mason	235,300	For
AB DISCOVERY GROWTH FUND, INC.	224,883	For
Waddell & Reed	197,099	For
AllianceBernstein	193,725	For
WILLIAM BLAIR FUNDS	189,902	For
Equitable	181,557	For
Principal	156,321	For
TimesSquare Capital Management, LLC	148,313	For
Lincoln Financial	140,685	For
Goldman Sachs	137,794	For

Showing the 25 largest of 134 asset managers. See all 134 in the interactive database.

6. Elect Director: Richard L. Markee

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 49,020,134AGAINST: 516,827

Details: description as filed, official tally, votes by 134 asset managers

Description as filed by funds: Election of Directors: Richard L. Markee

FIVE BELOW INC.’s own tally for this item (“Elect Director: Richard L. Markee”): 49,020,134 for, 516,827 against, per its Form 8-K filed June 12, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 134 asset managers below reported 27,598,599 for, 71,059 against, 16,219 abstained.

FOR

FOR: 27,598,599AGAINST: 71,059ABSTAIN: 16,219

Largest asset managers voting on “Election of Directors: Richard L. Markee” at FIVE BELOW INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,635,427	0	For
T. Rowe Price	4,164,889	46,500	For
Fidelity	3,108,332	0	For
Capital Group	3,075,760	0	For
BlackRock	2,932,021	0	For
WASATCH FUNDS TRUST	1,032,772	0	For
Columbia Threadneedle	504,837	0	For
Charles Schwab	411,385	0	For
State Street	376,120	77	For
Jackson National	347,754	0	For
FRANKLIN STRATEGIC SERIES	330,300	0	For
MFS	318,512	0	For
CARILLON SERIES TRUST	309,437	0	For
Dimensional	292,175	0	For
Baird	249,527	0	For
Legg Mason	235,300	0	For
AB DISCOVERY GROWTH FUND, INC.	224,883	0	For
Waddell & Reed	197,099	0	For
AllianceBernstein	193,725	0	For
WILLIAM BLAIR FUNDS	189,902	0	For
Equitable	181,557	0	For
Principal	156,321	0	For
TimesSquare Capital Management, LLC	147,638	675	For
Lincoln Financial	116,885	23,800	Mixed
Goldman Sachs	137,794	0	For

Showing the 25 largest of 134 asset managers. See all 134 in the interactive database.

7. Elect Director: Thomas G. Vellios

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

86% Majority: yes · of votes cast

FOR 86%

FOR: 42,781,529AGAINST: 6,756,099

Details: description as filed, official tally, votes by 134 asset managers

Description as filed by funds: Election of Directors: Thomas G. Vellios

FIVE BELOW INC.’s own tally for this item (“Elect Director: Thomas G. Vellios”): 42,781,529 for, 6,756,099 against, per its Form 8-K filed June 12, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 86% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 134 asset managers below reported 24,444,226 for, 3,225,432 against, 16,219 abstained.

FOR

FOR: 24,444,226AGAINST: 3,225,432ABSTAIN: 16,219

Largest asset managers voting on “Election of Directors: Thomas G. Vellios” at FIVE BELOW INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,635,427	0	For
T. Rowe Price	4,164,889	46,500	For
Fidelity	3,083,676	24,656	For
Capital Group	3,075,760	0	For
BlackRock	0	2,932,021	Against
WASATCH FUNDS TRUST	1,032,772	0	For
Columbia Threadneedle	504,837	0	For
Charles Schwab	411,385	0	For
State Street	376,103	94	For
Jackson National	347,754	0	For
FRANKLIN STRATEGIC SERIES	330,300	0	For
MFS	318,512	0	For
CARILLON SERIES TRUST	309,437	0	For
Dimensional	292,175	0	For
Baird	249,527	0	For
Legg Mason	235,300	0	For
AB DISCOVERY GROWTH FUND, INC.	224,883	0	For
Waddell & Reed	197,099	0	For
AllianceBernstein	193,725	0	For
WILLIAM BLAIR FUNDS	189,902	0	For
Equitable	156,877	24,680	Mixed
Principal	156,321	0	For
TimesSquare Capital Management, LLC	147,638	675	For
Lincoln Financial	116,885	23,800	Mixed
Goldman Sachs	137,794	0	For

Showing the 25 largest of 134 asset managers. See all 134 in the interactive database.

8. Elect Director: Thomas M. Ryan

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 47,282,376AGAINST: 2,254,671

Details: description as filed, official tally, votes by 134 asset managers

Description as filed by funds: Election of Directors: Thomas M. Ryan

FIVE BELOW INC.’s own tally for this item (“Elect Director: Thomas M. Ryan”): 47,282,376 for, 2,254,671 against, per its Form 8-K filed June 12, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 134 asset managers below reported 27,531,581 for, 138,076 against, 16,219 abstained.

FOR

FOR: 27,531,581AGAINST: 138,076ABSTAIN: 16,219

Largest asset managers voting on “Election of Directors: Thomas M. Ryan” at FIVE BELOW INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,635,427	0	For
T. Rowe Price	4,164,889	46,500	For
Fidelity	3,108,332	0	For
Capital Group	3,075,760	0	For
BlackRock	2,932,021	0	For
WASATCH FUNDS TRUST	1,032,772	0	For
Columbia Threadneedle	504,837	0	For
Charles Schwab	411,385	0	For
State Street	376,010	187	For
Jackson National	347,754	0	For
FRANKLIN STRATEGIC SERIES	330,300	0	For
MFS	318,512	0	For
CARILLON SERIES TRUST	309,437	0	For
Dimensional	292,175	0	For
Baird	249,527	0	For
Legg Mason	235,300	0	For
AB DISCOVERY GROWTH FUND, INC.	224,883	0	For
Waddell & Reed	197,099	0	For
AllianceBernstein	193,725	0	For
WILLIAM BLAIR FUNDS	189,902	0	For
Equitable	181,557	0	For
Principal	156,321	0	For
TimesSquare Capital Management, LLC	147,638	675	For
Lincoln Financial	116,885	23,800	Mixed
Goldman Sachs	137,794	0	For

Showing the 25 largest of 134 asset managers. See all 134 in the interactive database.

9. Elect Director: Zuhairah S. Washington

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

99.1% Majority: yes · of votes cast

FOR 99.1%

FOR: 49,030,453AGAINST: 417,454

Details: description as filed, official tally, votes by 134 asset managers

Description as filed by funds: Election of Directors: Zuhairah S. Washington

FIVE BELOW INC.’s own tally for this item (“Elect Director: Zuhairah S. Washington”): 49,030,453 for, 417,454 against, per its Form 8-K filed June 12, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 134 asset managers below reported 27,510,349 for, 71,059 against, 104,469 abstained.

FOR

FOR: 27,510,349AGAINST: 71,059ABSTAIN: 104,469

Largest asset managers voting on “Election of Directors: Zuhairah S. Washington” at FIVE BELOW INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,635,427	0	For
T. Rowe Price	4,164,889	46,500	For
Fidelity	3,108,332	0	For
Capital Group	3,075,760	0	For
BlackRock	2,932,021	0	For
WASATCH FUNDS TRUST	1,032,772	0	For
Columbia Threadneedle	504,837	0	For
Charles Schwab	411,385	0	For
State Street	376,120	77	For
Jackson National	347,754	0	For
FRANKLIN STRATEGIC SERIES	330,300	0	For
MFS	318,512	0	For
CARILLON SERIES TRUST	309,437	0	For
Dimensional	292,175	0	For
Baird	249,527	0	For
Legg Mason	235,300	0	For
AB DISCOVERY GROWTH FUND, INC.	224,883	0	For
Waddell & Reed	197,099	0	For
AllianceBernstein	193,725	0	For
WILLIAM BLAIR FUNDS	189,902	0	For
Equitable	181,557	0	For
Principal	156,321	0	For
TimesSquare Capital Management, LLC	147,638	675	For
Lincoln Financial	116,885	23,800	Mixed
Goldman Sachs	137,794	0	For

Showing the 25 largest of 134 asset managers. See all 134 in the interactive database.

10. 3. Approval on an advisory (non-binding) basis of the Company's named executive officer compensation

Outcome not verified Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESCOMPENSATIONReported outcome: Not verified

Combines 23 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 47,379,809AGAINST: 2,149,746

Details: description as filed, official tally, votes by 528 asset managers

Description as filed by funds: To approve, by non-binding advisory vote, the Company's Named Executive Officer compensation.

FIVE BELOW INC.’s own tally for this item (“3. Approval on an advisory (non-binding) basis of the Company's named executive officer compensation”): 47,379,809 for, 2,149,746 against, per its Form 8-K filed June 12, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 132 asset managers voting on “To approve, by non-binding advisory vote, the Company's Named Executive Officer compensation.” at FIVE BELOW INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,635,427	0	For
T. Rowe Price	4,211,389	0	For
Fidelity	3,108,332	0	For
Capital Group	2,982,809	0	For
BlackRock	2,932,021	0	For
WASATCH FUNDS TRUST	1,032,772	0	For
Columbia Threadneedle	504,837	0	For
Charles Schwab	411,385	0	For
State Street	376,058	139	For
Jackson National	347,754	0	For
FRANKLIN STRATEGIC SERIES	330,300	0	For
MFS	318,512	0	For
CARILLON SERIES TRUST	309,437	0	For
Dimensional	292,175	0	For
Baird	249,527	0	For
Legg Mason	235,300	0	For
AB DISCOVERY GROWTH FUND, INC.	224,883	0	For
Waddell & Reed	197,099	0	For
AllianceBernstein	193,725	0	For
WILLIAM BLAIR FUNDS	189,902	0	For
Equitable	181,557	0	For
Principal	156,321	0	For
Lincoln Financial	140,685	0	For
Goldman Sachs	137,794	0	For
Manager Directed Portfolios	137,617	0	For

Fund voting reports, all 132 managers: 27,337,520 for, 92,984 against, 16,219 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 429 asset managers voting on “To approve, by non-binding advisory vote, the Company's Named Executive Officer compensation.” at FIVE BELOW INC., 2023-2024
Asset manager	For	Against	Vote
T. Rowe Price	5,947,640	0	For
Fidelity	2,568,631	202,500	Mixed
Capital Group	2,495,959	0	For
BlackRock	1,828,577	11,156	For
Man Group plc	0	1,531,890	Against
State Street	1,490,901	151	For
WASATCH ADVISORS LP	1,342,133	8,997	For
MONTRUSCO BOLTON INVESTMENTS INC.	1,271,181	0	For
RIVERBRIDGE PARTNERS LLC	1,022,079	0	For
GEODE CAPITAL MANAGEMENT, LLC	930,916	0	For
WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC	878,725	0	For
AllianceBernstein	761,580	0	For
Clearbridge Investments, LLC	612,229	0	For
Giverny Capital Inc.	608,001	0	For
Capital Research Global Investors	597,318	0	For
RIVULET CAPITAL, LLC	542,200	0	For
MELLON INVESTMENTS Corp	465,468	0	For
EAGLE ASSET MANAGEMENT INC	440,215	0	For
Charles Schwab	420,030	0	For
MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST	403,886	0	For
Northern Trust	400,169	0	For
GW&K Investment Management, LLC	374,687	0	For
MASSACHUSETTS FINANCIAL SERVICES CO /MA/	361,122	0	For
MARSHALL WACE, LLP	0	359,945	Against
Stephens Investment Management Group LLC	357,839	0	For

Institutional-manager reports, all 429 managers: 34,183,198 for, 2,836,881 against, 2,602 abstained, 2,168 not voted, 3 unknown. Showing the 25 largest; see all in the interactive database.

11. 2. Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the…

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 49,528,432AGAINST: 1,656,446

Details: description as filed, official tally, votes by 135 asset managers

Description as filed by funds: To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the current fiscal year ending February 1, 2025.

FIVE BELOW INC.’s own tally for this item (“2. Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending February 1, 2025”): 49,528,432 for, 1,656,446 against, per its Form 8-K filed June 12, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 135 asset managers below reported 27,671,813 for, 245 against, 16,219 abstained.

FOR

FOR: 27,671,813AGAINST: 245ABSTAIN: 16,219

Largest asset managers voting on “To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the c” at FIVE BELOW INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,635,427	0	For
T. Rowe Price	4,211,389	0	For
Fidelity	3,108,332	0	For
Capital Group	3,075,760	0	For
BlackRock	2,932,021	0	For
WASATCH FUNDS TRUST	1,032,772	0	For
Columbia Threadneedle	504,837	0	For
Charles Schwab	411,385	0	For
State Street	376,149	48	For
Jackson National	347,754	0	For
FRANKLIN STRATEGIC SERIES	330,300	0	For
MFS	318,512	0	For
CARILLON SERIES TRUST	309,437	0	For
Dimensional	292,175	0	For
Baird	249,527	0	For
Legg Mason	235,300	0	For
AB DISCOVERY GROWTH FUND, INC.	224,883	0	For
Waddell & Reed	197,099	0	For
AllianceBernstein	193,725	0	For
WILLIAM BLAIR FUNDS	189,902	0	For
Equitable	181,557	0	For
Principal	156,321	0	For
TimesSquare Capital Management, LLC	148,313	0	For
Lincoln Financial	140,685	0	For
Goldman Sachs	137,794	0	For

Showing the 25 largest of 135 asset managers. See all 135 in the interactive database.

Largest FIVE BELOW INC. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 55,072,106 shares outstanding at the time of that meeting.

Fund voting reports: top FIVE BELOW INC. shareholders by shares voted on “To approve, by non-binding advisory vote, the Company's Named Executive Officer compensation.”, 2023-2024
#	Asset manager	% of shares outstanding
1	Vanguard	10.23%
2	T. Rowe Price	7.65%
3	Fidelity	5.64%
4	Capital Group	5.42%
5	BlackRock	5.32%
6	WASATCH FUNDS TRUST	1.88%
7	Columbia Threadneedle	0.92%
8	Charles Schwab	0.75%
9	State Street	0.68%
10	Jackson National	0.63%

Institutional-manager reports: top FIVE BELOW INC. shareholders by shares voted on “To approve, by non-binding advisory vote, the Company's Named Executive Officer compensation.”, 2023-2024
#	Asset manager	% of shares outstanding
1	T. Rowe Price	10.80%
2	Fidelity	5.03%
3	Capital Group	4.53%
4	BlackRock	3.34%
5	Man Group plc	2.78%
6	State Street	2.71%
7	WASATCH ADVISORS LP	2.45%
8	MONTRUSCO BOLTON INVESTMENTS INC.	2.31%
9	RIVERBRIDGE PARTNERS LLC	1.86%
10	GEODE CAPITAL MANAGEMENT, LLC	1.69%

Reported FIVE BELOW INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

FIVE BELOW INC. holdings and ownership disclosed for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
Vanguard Group	9.76%	13F
BlackRock	9.08%	13F
T. Rowe Price	6.90%	13F
FMR LLC	6.67%	DEF14A
T. Rowe Price Investment Management, Inc.	5.46%	DEF14A
FMR (Fidelity)	4.06%	13F
State Street	2.99%	13F
Geode Capital	1.71%	13F
Morgan Stanley	1.65%	13F
Citadel Advisors	1.46%	13F

Percentages above are of 55,072,106 shares outstanding, as reported by FIVE BELOW INC. on its Form 10-Q dated May 4, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from FIVE BELOW INC.’s 10-Q dated May 4, 2024. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At FIVE BELOW INC.'s shareholder meeting held June 11, 2024, in the 2023-2024 proxy season, 531 asset managers reported how they voted on 11 ballot items in their SEC Form N-PX filings, covering 6,091 separate fund positions. On the most widely held item on that ballot — To approve, by non-binding advisory vote, the Company's Named Executive Officer compensation. — FOR was 96% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: FIVE BELOW INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 12, 2024.

FIVE BELOW INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.