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FIVE BELOW INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and FIVE BELOW INC.’s Form 8-K, filed June 13, 2025 (Item 5.07 on EDGAR). Page generated October 14, 2026.

13Reported items
413Asset managers
5,919Fund votes
June 12, 2025Meeting date

Results at a glance

Meeting of June 12, 2025: 12 items on FIVE BELOW INC.’s Form 8-K, filed June 13, 2025: 12 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 2024-2025 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 13, 2025 (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 12, 2025
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Winnie Y. Park	43,796,489	162,969	43,015	--	2,893,240	99.6%	Not verified	—
Elect Director: Kathleen S. Barclay	41,679,611	2,280,107	42,755	--	2,893,240	95%	Not verified	—
Elect Director: Karen Bowman	43,767,441	191,768	43,264	--	2,893,240	99.5%	Not verified	—
Elect Director: Michael F. Devine, III	43,497,084	459,356	46,033	--	2,893,240	99%	Not verified	—
Elect Director: Dinesh S. Lathi	43,865,082	94,091	43,300	--	2,893,240	99.7%	Not verified	—
Elect Director: Richard L. Markee	43,882,332	77,272	42,869	--	2,893,240	99.8%	Not verified	—
Elect Director: Thomas M. Ryan	43,199,959	759,617	42,897	--	2,893,240	98%	Not verified	—
Elect Director: Ronald L. Sargent	37,339,177	6,617,125	46,171	--	2,893,240	85%	Not verified	—
Elect Director: Mimi E. Vaughn	43,864,835	94,357	43,281	--	2,893,240	99.7%	Not verified	—
Elect Director: Zuhairah S. Washington	43,781,687	177,281	43,505	--	2,893,240	99.5%	Not verified	—
2. Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2026	43,916,271	2,938,061	41,381	--	--	94%	Not verified	—
3. Approval on an advisory (non-binding) basis of the Company's named executive officer compensation	42,421,538	1,435,615	145,320	--	2,893,240	97%	Not verified	—

Source: FIVE BELOW INC., Form 8-K, filed with the SEC on June 13, 2025 — read the filing on EDGAR.

How asset managers voted at the FIVE BELOW INC. 2024-2025 meeting

Each item below shows how the 413 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. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of FIVE BELOW INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Elect Director: Kathleen S. Barclay

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 41,679,611AGAINST: 2,280,107

Details: description as filed, official tally, votes by 92 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”): 41,679,611 for, 2,280,107 against, per its Form 8-K filed June 13, 2025 (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 92 asset managers below reported 21,144,351 for, 462,356 against, 13,285 abstained.

FOR

FOR: 21,144,351AGAINST: 462,356ABSTAIN: 13,285

Largest asset managers voting on “Election of Directors: Kathleen S. Barclay” at FIVE BELOW INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	5,688,856	0	For
BlackRock	3,113,745	0	For
Fidelity	2,692,674	0	For
Federated Hermes	1,574,136	0	For
Capital Group	1,458,459	0	For
WASATCH FUNDS TRUST	1,221,882	0	For
American Century	1,125,807	0	For
Columbia Threadneedle	698,091	0	For
Charles Schwab	694,255	0	For
State Street	1,207	431,610	Against
Allspring	219,511	0	For
TIAA	215,161	0	For
NORTHERN LIGHTS FUND TRUST II	162,161	0	For
Goldman Sachs	159,445	0	For
Bridge Builder Trust	137,266	0	For
First Trust	130,970	0	For
Voya	124,048	0	For
AMERICAN BEACON FUNDS	122,280	0	For
Dimensional	121,562	0	For
Grandeur Peak Global Trust	103,783	0	For
Prudential/PGIM	97,551	0	For
Equitable	95,628	0	For
Jackson National	93,879	0	For
AIG/SunAmerica	87,039	0	For
Brinker Capital Destinations Trust	71,359	321	For

Showing the 25 largest of 92 asset managers. See all 92 in the interactive database.

2. Elect Director: Dinesh S. Lathi

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

99.7% Majority: yes · of votes cast

FOR 99.7%

FOR: 43,865,082AGAINST: 94,091

Details: description as filed, official tally, votes by 91 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”): 43,865,082 for, 94,091 against, per its Form 8-K filed June 13, 2025 (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: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 91 asset managers below reported 21,604,102 for, 0 against, 13,285 abstained.

FOR

FOR: 21,604,102AGAINST: 0ABSTAIN: 13,285

Largest asset managers voting on “Election of Directors: Dinesh S. Lathi” at FIVE BELOW INC., 2024-2025
Asset manager	For	Vote
Vanguard	5,688,856	For
BlackRock	3,113,745	For
Fidelity	2,692,674	For
Federated Hermes	1,574,136	For
Capital Group	1,458,459	For
WASATCH FUNDS TRUST	1,221,882	For
American Century	1,125,807	For
Columbia Threadneedle	698,091	For
Charles Schwab	694,255	For
State Street	432,817	For
Allspring	219,511	For
TIAA	215,161	For
NORTHERN LIGHTS FUND TRUST II	162,161	For
Goldman Sachs	159,445	For
Bridge Builder Trust	137,266	For
First Trust	130,970	For
Voya	124,048	For
AMERICAN BEACON FUNDS	122,280	For
Dimensional	121,562	For
Grandeur Peak Global Trust	103,783	For
Prudential/PGIM	97,551	For
Equitable	95,628	For
Jackson National	93,879	For
AIG/SunAmerica	87,039	For
Brinker Capital Destinations Trust	71,680	For

Showing the 25 largest of 91 asset managers. See all 91 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.

99.5% Majority: yes · of votes cast

FOR 99.5%

FOR: 43,767,441AGAINST: 191,768

Details: description as filed, official tally, votes by 91 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”): 43,767,441 for, 191,768 against, per its Form 8-K filed June 13, 2025 (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: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 91 asset managers below reported 21,604,102 for, 0 against, 13,285 abstained.

FOR

FOR: 21,604,102AGAINST: 0ABSTAIN: 13,285

Largest asset managers voting on “Election of Directors: Karen Bowman” at FIVE BELOW INC., 2024-2025
Asset manager	For	Vote
Vanguard	5,688,856	For
BlackRock	3,113,745	For
Fidelity	2,692,674	For
Federated Hermes	1,574,136	For
Capital Group	1,458,459	For
WASATCH FUNDS TRUST	1,221,882	For
American Century	1,125,807	For
Columbia Threadneedle	698,091	For
Charles Schwab	694,255	For
State Street	432,817	For
Allspring	219,511	For
TIAA	215,161	For
NORTHERN LIGHTS FUND TRUST II	162,161	For
Goldman Sachs	159,445	For
Bridge Builder Trust	137,266	For
First Trust	130,970	For
Voya	124,048	For
AMERICAN BEACON FUNDS	122,280	For
Dimensional	121,562	For
Grandeur Peak Global Trust	103,783	For
Prudential/PGIM	97,551	For
Equitable	95,628	For
Jackson National	93,879	For
AIG/SunAmerica	87,039	For
Brinker Capital Destinations Trust	71,680	For

Showing the 25 largest of 91 asset managers. See all 91 in the interactive database.

4. Elect Director: Michael F. Devine, III

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: 43,497,084AGAINST: 459,356

Details: description as filed, official tally, votes by 91 asset managers

Description as filed by funds: Election of Directors: Michael F. Devine, III

FIVE BELOW INC.’s own tally for this item (“Elect Director: Michael F. Devine, III”): 43,497,084 for, 459,356 against, per its Form 8-K filed June 13, 2025 (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 91 asset managers below reported 21,590,844 for, 11,488 against, 15,055 abstained.

FOR

FOR: 21,590,844AGAINST: 11,488ABSTAIN: 15,055

Largest asset managers voting on “Election of Directors: Michael F. Devine, III” at FIVE BELOW INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	5,688,856	0	For
BlackRock	3,113,745	0	For
Fidelity	2,692,674	0	For
Federated Hermes	1,574,136	0	For
Capital Group	1,458,459	0	For
WASATCH FUNDS TRUST	1,221,882	0	For
American Century	1,125,807	0	For
Columbia Threadneedle	698,091	0	For
Charles Schwab	694,255	0	For
State Street	432,795	22	For
Allspring	219,511	0	For
TIAA	215,161	0	For
NORTHERN LIGHTS FUND TRUST II	162,161	0	For
Goldman Sachs	159,445	0	For
Bridge Builder Trust	137,266	0	For
First Trust	130,970	0	For
Voya	124,048	0	For
AMERICAN BEACON FUNDS	122,280	0	For
Dimensional	121,562	0	For
Grandeur Peak Global Trust	103,783	0	For
Prudential/PGIM	97,551	0	For
Equitable	95,628	0	For
Jackson National	93,879	0	For
AIG/SunAmerica	87,039	0	For
Brinker Capital Destinations Trust	71,680	0	For

Showing the 25 largest of 91 asset managers. See all 91 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.

99.7% Majority: yes · of votes cast

FOR 99.7%

FOR: 43,864,835AGAINST: 94,357

Details: description as filed, official tally, votes by 91 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”): 43,864,835 for, 94,357 against, per its Form 8-K filed June 13, 2025 (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.

The 91 asset managers below reported 21,604,102 for, 0 against, 13,285 abstained.

FOR

FOR: 21,604,102AGAINST: 0ABSTAIN: 13,285

Largest asset managers voting on “Election of Directors: Mimi E. Vaughn” at FIVE BELOW INC., 2024-2025
Asset manager	For	Vote
Vanguard	5,688,856	For
BlackRock	3,113,745	For
Fidelity	2,692,674	For
Federated Hermes	1,574,136	For
Capital Group	1,458,459	For
WASATCH FUNDS TRUST	1,221,882	For
American Century	1,125,807	For
Columbia Threadneedle	698,091	For
Charles Schwab	694,255	For
State Street	432,817	For
Allspring	219,511	For
TIAA	215,161	For
NORTHERN LIGHTS FUND TRUST II	162,161	For
Goldman Sachs	159,445	For
Bridge Builder Trust	137,266	For
First Trust	130,970	For
Voya	124,048	For
AMERICAN BEACON FUNDS	122,280	For
Dimensional	121,562	For
Grandeur Peak Global Trust	103,783	For
Prudential/PGIM	97,551	For
Equitable	95,628	For
Jackson National	93,879	For
AIG/SunAmerica	87,039	For
Brinker Capital Destinations Trust	71,680	For

Showing the 25 largest of 91 asset managers. See all 91 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.

99.8% Majority: yes · of votes cast

FOR 99.8%

FOR: 43,882,332AGAINST: 77,272

Details: description as filed, official tally, votes by 91 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”): 43,882,332 for, 77,272 against, per its Form 8-K filed June 13, 2025 (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 91 asset managers below reported 21,604,102 for, 0 against, 13,285 abstained.

FOR

FOR: 21,604,102AGAINST: 0ABSTAIN: 13,285

Largest asset managers voting on “Election of Directors: Richard L. Markee” at FIVE BELOW INC., 2024-2025
Asset manager	For	Vote
Vanguard	5,688,856	For
BlackRock	3,113,745	For
Fidelity	2,692,674	For
Federated Hermes	1,574,136	For
Capital Group	1,458,459	For
WASATCH FUNDS TRUST	1,221,882	For
American Century	1,125,807	For
Columbia Threadneedle	698,091	For
Charles Schwab	694,255	For
State Street	432,817	For
Allspring	219,511	For
TIAA	215,161	For
NORTHERN LIGHTS FUND TRUST II	162,161	For
Goldman Sachs	159,445	For
Bridge Builder Trust	137,266	For
First Trust	130,970	For
Voya	124,048	For
AMERICAN BEACON FUNDS	122,280	For
Dimensional	121,562	For
Grandeur Peak Global Trust	103,783	For
Prudential/PGIM	97,551	For
Equitable	95,628	For
Jackson National	93,879	For
AIG/SunAmerica	87,039	For
Brinker Capital Destinations Trust	71,680	For

Showing the 25 largest of 91 asset managers. See all 91 in the interactive database.

7. Elect Director: Ronald L. Sargent

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

85% Majority: yes · of votes cast

FOR 85%AGAINST

FOR: 37,339,177AGAINST: 6,617,125

Details: description as filed, official tally, votes by 91 asset managers

Description as filed by funds: Election of Directors: Ronald L. Sargent

FIVE BELOW INC.’s own tally for this item (“Elect Director: Ronald L. Sargent”): 37,339,177 for, 6,617,125 against, per its Form 8-K filed June 13, 2025 (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: 85% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 91 asset managers below reported 19,631,200 for, 1,971,132 against, 15,055 abstained.

FOR

FOR: 19,631,200AGAINST: 1,971,132ABSTAIN: 15,055

Largest asset managers voting on “Election of Directors: Ronald L. Sargent” at FIVE BELOW INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	5,688,856	0	For
BlackRock	3,113,745	0	For
Fidelity	2,692,674	0	For
Federated Hermes	0	1,574,136	Against
Capital Group	1,458,459	0	For
WASATCH FUNDS TRUST	1,221,882	0	For
American Century	1,125,807	0	For
Columbia Threadneedle	698,091	0	For
Charles Schwab	694,255	0	For
State Street	432,789	28	For
Allspring	219,511	0	For
TIAA	215,161	0	For
NORTHERN LIGHTS FUND TRUST II	162,161	0	For
Goldman Sachs	159,445	0	For
Bridge Builder Trust	112,100	25,166	Mixed
First Trust	130,970	0	For
Voya	0	124,048	Against
AMERICAN BEACON FUNDS	122,280	0	For
Dimensional	121,562	0	For
Grandeur Peak Global Trust	103,783	0	For
Prudential/PGIM	97,316	235	For
Equitable	21,542	74,086	Mixed
Jackson National	93,879	0	For
AIG/SunAmerica	87,039	0	For
Brinker Capital Destinations Trust	321	71,359	Against

Showing the 25 largest of 91 asset managers. See all 91 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.

98% Majority: yes · of votes cast

FOR 98%

FOR: 43,199,959AGAINST: 759,617

Details: description as filed, official tally, votes by 91 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”): 43,199,959 for, 759,617 against, per its Form 8-K filed June 13, 2025 (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: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 91 asset managers below reported 21,567,442 for, 36,660 against, 13,285 abstained.

FOR

FOR: 21,567,442AGAINST: 36,660ABSTAIN: 13,285

Largest asset managers voting on “Election of Directors: Thomas M. Ryan” at FIVE BELOW INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	5,688,856	0	For
BlackRock	3,113,745	0	For
Fidelity	2,692,674	0	For
Federated Hermes	1,574,136	0	For
Capital Group	1,458,459	0	For
WASATCH FUNDS TRUST	1,221,882	0	For
American Century	1,125,807	0	For
Columbia Threadneedle	698,091	0	For
Charles Schwab	694,255	0	For
State Street	432,789	28	For
Allspring	219,511	0	For
TIAA	215,161	0	For
NORTHERN LIGHTS FUND TRUST II	162,161	0	For
Goldman Sachs	159,445	0	For
Bridge Builder Trust	112,100	25,166	Mixed
First Trust	130,970	0	For
Voya	124,048	0	For
AMERICAN BEACON FUNDS	122,280	0	For
Dimensional	121,562	0	For
Grandeur Peak Global Trust	103,783	0	For
Prudential/PGIM	97,551	0	For
Equitable	95,628	0	For
Jackson National	93,879	0	For
AIG/SunAmerica	87,039	0	For
Brinker Capital Destinations Trust	71,680	0	For

Showing the 25 largest of 91 asset managers. See all 91 in the interactive database.

9. Elect Director: Winnie Y. Park

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: 43,796,489AGAINST: 162,969

Details: description as filed, official tally, votes by 91 asset managers

Description as filed by funds: Election of Directors: Winnie Y. Park

FIVE BELOW INC.’s own tally for this item (“Elect Director: Winnie Y. Park”): 43,796,489 for, 162,969 against, per its Form 8-K filed June 13, 2025 (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 91 asset managers below reported 21,604,080 for, 22 against, 13,285 abstained.

FOR

FOR: 21,604,080AGAINST: 22ABSTAIN: 13,285

Largest asset managers voting on “Election of Directors: Winnie Y. Park” at FIVE BELOW INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	5,688,856	0	For
BlackRock	3,113,745	0	For
Fidelity	2,692,674	0	For
Federated Hermes	1,574,136	0	For
Capital Group	1,458,459	0	For
WASATCH FUNDS TRUST	1,221,882	0	For
American Century	1,125,807	0	For
Columbia Threadneedle	698,091	0	For
Charles Schwab	694,255	0	For
State Street	432,795	22	For
Allspring	219,511	0	For
TIAA	215,161	0	For
NORTHERN LIGHTS FUND TRUST II	162,161	0	For
Goldman Sachs	159,445	0	For
Bridge Builder Trust	137,266	0	For
First Trust	130,970	0	For
Voya	124,048	0	For
AMERICAN BEACON FUNDS	122,280	0	For
Dimensional	121,562	0	For
Grandeur Peak Global Trust	103,783	0	For
Prudential/PGIM	97,551	0	For
Equitable	95,628	0	For
Jackson National	93,879	0	For
AIG/SunAmerica	87,039	0	For
Brinker Capital Destinations Trust	71,680	0	For

Showing the 25 largest of 91 asset managers. See all 91 in the interactive database.

10. Elect Director: Zuhairah S. Washington

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%

FOR: 43,781,687AGAINST: 177,281

Details: description as filed, official tally, votes by 91 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”): 43,781,687 for, 177,281 against, per its Form 8-K filed June 13, 2025 (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.

The 91 asset managers below reported 21,592,636 for, 11,466 against, 13,285 abstained.

FOR

FOR: 21,592,636AGAINST: 11,466ABSTAIN: 13,285

Largest asset managers voting on “Election of Directors: Zuhairah S. Washington” at FIVE BELOW INC., 2024-2025
Asset manager	For	Vote
Vanguard	5,688,856	For
BlackRock	3,113,745	For
Fidelity	2,692,674	For
Federated Hermes	1,574,136	For
Capital Group	1,458,459	For
WASATCH FUNDS TRUST	1,221,882	For
American Century	1,125,807	For
Columbia Threadneedle	698,091	For
Charles Schwab	694,255	For
State Street	432,817	For
Allspring	219,511	For
TIAA	215,161	For
NORTHERN LIGHTS FUND TRUST II	162,161	For
Goldman Sachs	159,445	For
Bridge Builder Trust	137,266	For
First Trust	130,970	For
Voya	124,048	For
AMERICAN BEACON FUNDS	122,280	For
Dimensional	121,562	For
Grandeur Peak Global Trust	103,783	For
Prudential/PGIM	97,551	For
Equitable	95,628	For
Jackson National	93,879	For
AIG/SunAmerica	87,039	For
Brinker Capital Destinations Trust	71,680	For

Showing the 25 largest of 91 asset managers. See all 91 in the interactive database.

11. 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 VOTESReported outcome: Not verified

Combines 9 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 42,421,538AGAINST: 1,435,615

Details: description as filed, official tally, votes by 412 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”): 42,421,538 for, 1,435,615 against, per its Form 8-K filed June 13, 2025 (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.

Fund voting reports: 92 asset managers voting on “TO APPROVE, BY NON-BINDING ADVISORY VOTE, THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION.” at FIVE BELOW INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	5,688,287	569	For
BlackRock	3,113,745	0	For
Fidelity	2,692,674	0	For
Federated Hermes	1,574,136	0	For
Capital Group	1,458,459	0	For
WASATCH FUNDS TRUST	1,221,882	0	For
American Century	1,125,807	0	For
Columbia Threadneedle	698,091	0	For
Charles Schwab	694,255	0	For
State Street	432,817	0	For
Allspring	219,511	0	For
TIAA	215,161	0	For
NORTHERN LIGHTS FUND TRUST II	162,161	0	For
Goldman Sachs	159,445	0	For
Bridge Builder Trust	137,266	0	For
First Trust	130,970	0	For
Voya	124,048	0	For
AMERICAN BEACON FUNDS	122,280	0	For
Dimensional	121,562	0	For
Grandeur Peak Global Trust	103,783	0	For
Prudential/PGIM	97,551	0	For
Equitable	95,628	0	For
Jackson National	8,739	85,140	Mixed
AIG/SunAmerica	87,039	0	For
Brinker Capital Destinations Trust	71,680	0	For

Fund voting reports, all 92 managers: 21,476,775 for, 129,932 against, 13,285 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 348 asset managers voting on “TO APPROVE, BY NON-BINDING ADVISORY VOTE, THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION.” at FIVE BELOW INC., 2024-2025
Asset manager	For	Against	Vote
Fidelity	4,385,652	0	For
BlackRock	1,997,748	282	For
Federated Hermes	1,902,694	0	For
WASATCH ADVISORS LP	1,703,173	0	For
State Street	1,596,383	0	For
Capital Group	1,320,504	0	For
American Century	1,189,028	0	For
MARSHALL WACE, LLP	1,099,401	0	For
GEODE CAPITAL MANAGEMENT, LLC	1,033,815	0	For
RIVERBRIDGE PARTNERS LLC	910,788	0	For
Charles Schwab	694,870	0	For
Stephens Investment Management Group LLC	658,727	0	For
Two Sigma	600,302	0	For
Giverny Capital Inc.	590,939	0	For
JPMorgan	504,050	0	For
Junto Capital Management LP	430,987	0	For
J. Goldman & Co LP	416,346	0	For
Northern Trust	393,960	0	For
Ensign Peak Advisors, Inc	391,860	0	For
MELLON INVESTMENTS Corp	0	369,401	Against
Invenomic Capital Management LP	327,030	0	For
COUNTRY TRUST BANK	325,433	0	For
Capital Research Global Investors	319,236	0	For
Allspring	314,987	0	For
SEMPER AUGUSTUS INVESTMENTS GROUP LLC	0	302,264	Against

Institutional-manager reports, all 348 managers: 28,437,334 for, 1,315,327 against, 747 abstained, 1,118 not voted, 79,645 1 year. Showing the 25 largest; see all in the interactive database.

12. NON-BINDING ADVISORY VOTE ON WHETHER THE FREQUENCY OF THE SHAREHOLDER VOTE ON OUR EXECUTIVE COMPENSATION SHOULD BE…

No official match Fund totals may overlapSECTION 14A SAY-ON-PAY VOTES

Combines 5 wordings of this item as funds reported it.

95% Fund and manager reports combined; may count the same shares twice · no official result

1 YEAR

Details: description as filed, votes by 391 asset managers

Description as filed by funds: NON-BINDING ADVISORY VOTE ON WHETHER THE FREQUENCY OF THE SHAREHOLDER VOTE ON OUR EXECUTIVE COMPENSATION SHOULD BE EVERY 1, 2 OR 3 YEARS.

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). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports: 88 asset managers voting on “NON-BINDING ADVISORY VOTE ON WHETHER THE FREQUENCY OF THE SHAREHOLDER VOTE ON OUR EXECUTIVE COMPENSATION SHOUL” at FIVE BELOW INC., 2024-2025
Asset manager	Abstain	Vote
Vanguard	0	--
BlackRock	0	--
Fidelity	0	--
Federated Hermes	0	--
Capital Group	0	--
WASATCH FUNDS TRUST	0	--
American Century	0	--
Columbia Threadneedle	0	--
Charles Schwab	0	--
State Street	0	--
Allspring	0	--
TIAA	0	--
NORTHERN LIGHTS FUND TRUST II	0	--
Goldman Sachs	0	--
Bridge Builder Trust	0	--
First Trust	0	--
Voya	0	--
AMERICAN BEACON FUNDS	0	--
Dimensional	0	--
Prudential/PGIM	0	--
Equitable	0	--
Jackson National	0	--
AIG/SunAmerica	0	--
Brinker Capital Destinations Trust	0	--
Brighthouse	13,285	Abstain

Fund voting reports, all 88 managers: 19,508 for, 13,285 abstained, 21,364,595 1 year, 145,960 3 year, 1 unknown, 0 2 year. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 330 asset managers voting on “NON-BINDING ADVISORY VOTE ON WHETHER THE FREQUENCY OF THE SHAREHOLDER VOTE ON OUR EXECUTIVE COMPENSATION SHOUL” at FIVE BELOW INC., 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
Fidelity	0	0	0	0	--
BlackRock	0	0	0	0	--
Federated Hermes	0	0	0	0	--
WASATCH ADVISORS LP	0	0	0	0	--
State Street	0	0	0	0	--
Capital Group	0	0	0	0	--
American Century	0	0	0	0	--
MARSHALL WACE, LLP	0	0	0	0	--
GEODE CAPITAL MANAGEMENT, LLC	0	0	0	0	--
RIVERBRIDGE PARTNERS LLC	0	0	0	0	--
Charles Schwab	0	0	0	0	Not Voted
Stephens Investment Management Group LLC	0	0	0	0	--
Two Sigma	0	0	0	0	--
Giverny Capital Inc.	0	0	0	0	--
Junto Capital Management LP	0	0	0	0	--
J. Goldman & Co LP	0	0	0	0	--
Northern Trust	0	0	0	0	--
Ensign Peak Advisors, Inc	0	0	0	0	--
MELLON INVESTMENTS Corp	0	0	0	0	--
Invenomic Capital Management LP	0	0	0	0	--
COUNTRY TRUST BANK	0	0	0	0	--
Capital Research Global Investors	0	0	0	0	--
Allspring	0	0	0	0	--
SEMPER AUGUSTUS INVESTMENTS GROUP LLC	0	0	0	0	--
CANADA PENSION PLAN INVESTMENT BOARD	0	0	0	0	--

Institutional-manager reports, all 330 managers: 79,794 for, 5,099 against, 849 abstained, 1,118 not voted, 28,628,032 1 year, 491,225 3 year. Showing the 25 largest; see all in the interactive database.

13. 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.

94% Majority: yes · of votes cast

FOR 94%

FOR: 43,916,271AGAINST: 2,938,061

Details: description as filed, official tally, votes by 93 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 JANUARY 31, 2026.

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 January 31, 2026”): 43,916,271 for, 2,938,061 against, per its Form 8-K filed June 13, 2025 (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: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 93 asset managers below reported 21,594,646 for, 12,063 against, 13,285 abstained.

FOR

FOR: 21,594,646AGAINST: 12,063ABSTAIN: 13,285

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., 2024-2025
Asset manager	For	Against	Vote
Vanguard	5,688,287	569	For
BlackRock	3,113,745	0	For
Fidelity	2,692,674	0	For
Federated Hermes	1,574,136	0	For
Capital Group	1,458,459	0	For
WASATCH FUNDS TRUST	1,221,882	0	For
American Century	1,125,807	0	For
Columbia Threadneedle	698,091	0	For
Charles Schwab	694,255	0	For
State Street	432,789	28	For
Allspring	219,511	0	For
TIAA	215,161	0	For
NORTHERN LIGHTS FUND TRUST II	162,161	0	For
Goldman Sachs	159,445	0	For
Bridge Builder Trust	137,266	0	For
First Trust	130,970	0	For
Voya	124,048	0	For
AMERICAN BEACON FUNDS	122,280	0	For
Dimensional	121,562	0	For
Grandeur Peak Global Trust	103,783	0	For
Prudential/PGIM	97,551	0	For
Equitable	95,628	0	For
Jackson National	93,879	0	For
AIG/SunAmerica	87,039	0	For
Brinker Capital Destinations Trust	71,680	0	For

Showing the 25 largest of 93 asset managers. See all 93 in the interactive database.

Not shown here: this season’s fund filings also report 1 item from the meeting of June 11, 2024, which belongs to the 2023-2024 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.

Largest FIVE BELOW INC. shareholders voting in 2024-2025

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 55,059,215 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.”, 2024-2025
#	Asset manager	% of shares outstanding
1	Vanguard	10.33%
2	BlackRock	5.66%
3	Fidelity	4.89%
4	Federated Hermes	2.86%
5	Capital Group	2.65%
6	WASATCH FUNDS TRUST	2.22%
7	American Century	2.04%
8	Columbia Threadneedle	1.27%
9	Charles Schwab	1.26%
10	State Street	0.79%

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.”, 2024-2025
#	Asset manager	% of shares outstanding
1	Fidelity	7.97%
2	BlackRock	3.63%
3	Federated Hermes	3.46%
4	WASATCH ADVISORS LP	3.09%
5	State Street	2.90%
6	Capital Group	2.40%
7	American Century	2.16%
8	MARSHALL WACE, LLP	2.00%
9	GEODE CAPITAL MANAGEMENT, LLC	1.88%
10	RIVERBRIDGE PARTNERS LLC	1.65%

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 2024-2025 proxy season
Holder	% outstanding	Disclosure
BlackRock	10.03%	13F
Vanguard Group	9.85%	13F
D. E. Shaw & Co., L.P.	3.95%	13G
State Street	3.17%	13F
Citadel Advisors	2.35%	13F
FMR (Fidelity)	2.07%	13F
Morgan Stanley	1.58%	13F
Point72	1.53%	13F
JPMorgan Chase	1.37%	13F
Thomas G. Vellios	0.61%	DEF14A

Percentages above are of 55,059,215 shares outstanding, as reported by FIVE BELOW INC. on its Form 10-Q dated May 3, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 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 3, 2025. 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 12, 2025, in the 2024-2025 proxy season, 413 asset managers reported how they voted in their SEC Form N-PX filings, covering 5,919 separate fund positions. Their filings are grouped here into 13 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. 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 97% 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 13, 2025.

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

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