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Five Below, Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Five Below, Inc.’s Form 8-K, filed June 16, 2026 (Item 5.07 on EDGAR). Page generated October 14, 2026.

12Ballot items
551Asset managers
7,219Fund votes
June 16, 2026Meeting date

Results at a glance

Meeting of June 16, 2026: 12 items on Five Below, Inc.’s Form 8-K, filed June 16, 2026: 12 without a stated outcome.

Material dissent

4. A shareholder proposal requesting a simple majority vote standard 90% of votes cast Outcome not stated Shareholder proposal won a majority

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 2025-2026 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 16, 2026 (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 16, 2026
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Winnie Y. Park	40,897,186	181,304	40,622	--	3,924,571	99.5%	Not verified	—
Elect Director: Karen Bowman	40,259,376	819,510	40,226	--	3,924,571	98%	Not verified	—
Elect Director: Michael F. Devine, III	40,526,656	552,202	40,254	--	3,924,571	99%	Not verified	—
Elect Director: Dinesh S. Lathi	40,822,743	255,958	40,411	--	3,924,571	99.3%	Not verified	—
Elect Director: Robert M. Lynch	41,040,612	38,144	40,356	--	3,924,571	99.9%	Not verified	—
Elect Director: Richard L. Markee	40,833,688	245,052	40,372	--	3,924,571	99.4%	Not verified	—
Elect Director: Ronald L. Sargent	39,695,375	1,383,493	40,244	--	3,924,571	97%	Not verified	—
Elect Director: Mimi E. Vaughn	40,730,008	348,851	40,253	--	3,924,571	99.1%	Not verified	—
Elect Director: Zuhairah S. Washington	40,787,716	290,993	40,403	--	3,924,571	99.2%	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 30, 2027	44,315,850	692,122	35,711	--	0	98%	Not verified	—
3. Approval on an advisory (non-binding) basis of the Company's named executive officer compensation	39,062,877	1,999,005	57,230	--	3,924,571	95%	Not verified	—
4. A shareholder proposal requesting a simple majority vote standard	36,827,517	4,175,219	116,376	--	3,924,571	90%	Not verified	—

Source: Five Below, Inc., Form 8-K, filed with the SEC on June 16, 2026 — read the filing on EDGAR.

How asset managers voted at the Five Below, Inc. 2025-2026 meeting

Each item below shows how the 551 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: Michael F. Devine, III

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 40,526,656AGAINST: 552,202

Details: description as filed, official tally, votes by 121 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”): 40,526,656 for, 552,202 against, per its Form 8-K filed June 16, 2026 (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 121 asset managers below reported 19,779,883 for, 3,262 against, 9,152 abstained, 66 not voted.

FOR

FOR: 19,779,883AGAINST: 3,262ABSTAIN: 9,152NOT VOTED: 66

Largest asset managers voting on “Election of Directors: Michael F. Devine, III” at Five Below, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	5,030,185	3,242	For
BlackRock	2,894,521	0	For
Fidelity	1,922,757	0	For
American Century	1,429,075	0	For
Federated Hermes	1,070,549	0	For
Invesco	895,428	0	For
Capital Group	741,645	0	For
Charles Schwab	670,996	0	For
Prudential/PGIM	456,843	0	For
State Street	419,138	20	For
Capitol Series Trust	310,570	0	For
WASATCH FUNDS TRUST	309,860	0	For
Dimensional	269,730	0	For
Bridge Builder Trust	265,648	0	For
TIAA	241,941	0	For
Voya	207,639	0	For
John Hancock	173,839	0	For
Manager Directed Portfolios	158,236	0	For
JPMorgan	129,902	0	For
Pacific Life	114,907	0	For
Columbia Threadneedle	112,085	0	For
AQR	108,552	0	For
AIG/SunAmerica	97,680	0	For
Thrivent	92,674	0	For
AMERICAN BEACON FUNDS	86,828	0	For

Showing the 25 largest of 121 asset managers. See all 121 in the interactive database.

2. Elect Director: Dinesh S. Lathi

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%

FOR: 40,822,743AGAINST: 255,958

Details: description as filed, official tally, votes by 121 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”): 40,822,743 for, 255,958 against, per its Form 8-K filed June 16, 2026 (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: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 121 asset managers below reported 19,795,145 for, 1 against, 9,152 abstained, 66 not voted.

FOR

FOR: 19,795,145AGAINST: 1ABSTAIN: 9,152NOT VOTED: 66

Largest asset managers voting on “Election of Directors: Dinesh S. Lathi” at Five Below, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	5,033,427	1	For
BlackRock	2,894,521	0	For
Fidelity	1,922,757	0	For
American Century	1,429,075	0	For
Federated Hermes	1,070,549	0	For
Invesco	895,428	0	For
Capital Group	741,645	0	For
Charles Schwab	670,996	0	For
Prudential/PGIM	456,843	0	For
State Street	419,158	0	For
Capitol Series Trust	310,570	0	For
WASATCH FUNDS TRUST	309,860	0	For
Dimensional	269,730	0	For
Bridge Builder Trust	265,648	0	For
TIAA	241,941	0	For
Voya	207,639	0	For
John Hancock	173,839	0	For
Manager Directed Portfolios	158,236	0	For
JPMorgan	129,902	0	For
Pacific Life	114,907	0	For
Columbia Threadneedle	112,085	0	For
AQR	108,552	0	For
AIG/SunAmerica	97,680	0	For
Thrivent	92,674	0	For
AMERICAN BEACON FUNDS	86,828	0	For

Showing the 25 largest of 121 asset managers. See all 121 in the interactive database.

3. Elect Director: Richard L. Markee

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%

FOR: 40,833,688AGAINST: 245,052

Details: description as filed, official tally, votes by 121 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”): 40,833,688 for, 245,052 against, per its Form 8-K filed June 16, 2026 (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: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 121 asset managers below reported 19,809,329 for, 2,817 against, 9,152 abstained, 66 not voted.

FOR

FOR: 19,809,329AGAINST: 2,817ABSTAIN: 9,152NOT VOTED: 66

Largest asset managers voting on “Election of Directors: Richard L. Markee” at Five Below, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	5,033,427	1	For
BlackRock	2,894,521	0	For
Fidelity	1,922,757	0	For
American Century	1,429,075	0	For
Federated Hermes	1,070,549	0	For
Invesco	895,428	0	For
Capital Group	741,645	0	For
Charles Schwab	670,996	0	For
Prudential/PGIM	456,843	0	For
State Street	419,158	0	For
Capitol Series Trust	310,570	0	For
WASATCH FUNDS TRUST	309,860	0	For
Dimensional	269,730	0	For
Bridge Builder Trust	265,648	0	For
TIAA	241,941	0	For
Voya	207,639	0	For
John Hancock	173,839	0	For
Manager Directed Portfolios	158,236	0	For
JPMorgan	129,902	0	For
Pacific Life	114,907	0	For
Columbia Threadneedle	112,085	0	For
AQR	108,552	0	For
AIG/SunAmerica	97,680	0	For
Thrivent	92,674	0	For
AMERICAN BEACON FUNDS	86,828	0	For

Showing the 25 largest of 121 asset managers. See all 121 in the interactive database.

4. Elect Director: Ronald L. Sargent

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 39,695,375AGAINST: 1,383,493

Details: description as filed, official tally, votes by 121 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”): 39,695,375 for, 1,383,493 against, per its Form 8-K filed June 16, 2026 (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 121 asset managers below reported 19,601,665 for, 210,482 against, 9,152 abstained, 66 not voted.

FOR

FOR: 19,601,665AGAINST: 210,482ABSTAIN: 9,152NOT VOTED: 66

Largest asset managers voting on “Election of Directors: Ronald L. Sargent” at Five Below, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	5,033,425	3	For
BlackRock	2,894,521	0	For
Fidelity	1,922,757	0	For
American Century	1,429,075	0	For
Federated Hermes	1,070,549	0	For
Invesco	895,428	0	For
Capital Group	741,645	0	For
Charles Schwab	670,996	0	For
Prudential/PGIM	456,843	0	For
State Street	419,134	24	For
Capitol Series Trust	310,570	0	For
WASATCH FUNDS TRUST	309,860	0	For
Dimensional	269,730	0	For
Bridge Builder Trust	265,648	0	For
TIAA	241,941	0	For
Voya	0	207,639	Against
John Hancock	173,839	0	For
Manager Directed Portfolios	158,236	0	For
JPMorgan	129,902	0	For
Pacific Life	114,907	0	For
Columbia Threadneedle	112,085	0	For
AQR	108,552	0	For
AIG/SunAmerica	97,680	0	For
Thrivent	92,674	0	For
AMERICAN BEACON FUNDS	86,828	0	For

Showing the 25 largest of 121 asset managers. See all 121 in the interactive database.

5. Elect Director: Zuhairah S. Washington

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99.2% Majority: yes · of votes cast

FOR 99.2%

FOR: 40,787,716AGAINST: 290,993

Details: description as filed, official tally, votes by 121 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”): 40,787,716 for, 290,993 against, per its Form 8-K filed June 16, 2026 (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 121 asset managers below reported 19,812,145 for, 1 against, 9,152 abstained, 66 not voted.

FOR

FOR: 19,812,145AGAINST: 1ABSTAIN: 9,152NOT VOTED: 66

Largest asset managers voting on “Election of Directors: Zuhairah S. Washington” at Five Below, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	5,033,427	1	For
BlackRock	2,894,521	0	For
Fidelity	1,922,757	0	For
American Century	1,429,075	0	For
Federated Hermes	1,070,549	0	For
Invesco	895,428	0	For
Capital Group	741,645	0	For
Charles Schwab	670,996	0	For
Prudential/PGIM	456,843	0	For
State Street	419,158	0	For
Capitol Series Trust	310,570	0	For
WASATCH FUNDS TRUST	309,860	0	For
Dimensional	269,730	0	For
Bridge Builder Trust	265,648	0	For
TIAA	241,941	0	For
Voya	207,639	0	For
John Hancock	173,839	0	For
Manager Directed Portfolios	158,236	0	For
JPMorgan	129,902	0	For
Pacific Life	114,907	0	For
Columbia Threadneedle	112,085	0	For
AQR	108,552	0	For
AIG/SunAmerica	97,680	0	For
Thrivent	92,674	0	For
AMERICAN BEACON FUNDS	86,828	0	For

Showing the 25 largest of 121 asset managers. See all 121 in the interactive database.

6. Elect Director: Karen Bowman

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: 40,259,376AGAINST: 819,510

Details: description as filed, official tally, votes by 120 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”): 40,259,376 for, 819,510 against, per its Form 8-K filed June 16, 2026 (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 120 asset managers below reported 19,534,099 for, 248,298 against, 9,152 abstained, 66 not voted.

FOR

FOR: 19,534,099AGAINST: 248,298ABSTAIN: 9,152NOT VOTED: 66

Largest asset managers voting on “Election of Directors: Karen Bowman” at Five Below, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	5,030,185	3,243	For
BlackRock	2,894,521	0	For
Fidelity	1,922,757	0	For
American Century	1,429,075	0	For
Federated Hermes	1,070,549	0	For
Invesco	895,428	0	For
Capital Group	741,645	0	For
Charles Schwab	670,996	0	For
Prudential/PGIM	456,843	0	For
State Street	419,158	0	For
Capitol Series Trust	310,570	0	For
WASATCH FUNDS TRUST	309,860	0	For
Dimensional	269,730	0	For
Bridge Builder Trust	265,648	0	For
TIAA	0	241,941	Against
Voya	207,639	0	For
John Hancock	173,839	0	For
Manager Directed Portfolios	158,236	0	For
JPMorgan	129,902	0	For
Pacific Life	114,907	0	For
Columbia Threadneedle	112,085	0	For
AQR	108,552	0	For
AIG/SunAmerica	97,680	0	For
Thrivent	92,674	0	For
AMERICAN BEACON FUNDS	86,828	0	For

Showing the 25 largest of 120 asset managers. See all 120 in the interactive database.

7. Elect Director: Mimi E. Vaughn

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99.1% Majority: yes · of votes cast

FOR 99.1%

FOR: 40,730,008AGAINST: 348,851

Details: description as filed, official tally, votes by 120 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”): 40,730,008 for, 348,851 against, per its Form 8-K filed June 16, 2026 (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 120 asset managers below reported 19,811,396 for, 1 against, 9,152 abstained, 66 not voted.

FOR

FOR: 19,811,396AGAINST: 1ABSTAIN: 9,152NOT VOTED: 66

Largest asset managers voting on “Election of Directors: Mimi E. Vaughn” at Five Below, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	5,033,427	1	For
BlackRock	2,894,521	0	For
Fidelity	1,922,757	0	For
American Century	1,429,075	0	For
Federated Hermes	1,070,549	0	For
Invesco	895,428	0	For
Capital Group	741,645	0	For
Charles Schwab	670,996	0	For
Prudential/PGIM	456,843	0	For
State Street	419,158	0	For
Capitol Series Trust	310,570	0	For
WASATCH FUNDS TRUST	309,860	0	For
Dimensional	269,730	0	For
Bridge Builder Trust	265,648	0	For
TIAA	241,941	0	For
Voya	207,639	0	For
John Hancock	173,839	0	For
Manager Directed Portfolios	158,236	0	For
JPMorgan	129,902	0	For
Pacific Life	114,907	0	For
Columbia Threadneedle	112,085	0	For
AQR	108,552	0	For
AIG/SunAmerica	97,680	0	For
Thrivent	92,674	0	For
AMERICAN BEACON FUNDS	86,828	0	For

Showing the 25 largest of 120 asset managers. See all 120 in the interactive database.

8. Elect Director: Robert M. Lynch

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%

FOR: 41,040,612AGAINST: 38,144

Details: description as filed, official tally, votes by 120 asset managers

Description as filed by funds: Election of Directors: Robert Lynch

Five Below, Inc.’s own tally for this item (“Elect Director: Robert M. Lynch”): 41,040,612 for, 38,144 against, per its Form 8-K filed June 16, 2026 (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: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 120 asset managers below reported 19,794,397 for, 9,152 abstained, 66 not voted.

FOR

FOR: 19,794,397ABSTAIN: 9,152NOT VOTED: 66

Largest asset managers voting on “Election of Directors: Robert Lynch” at Five Below, Inc., 2025-2026
Asset manager	For	Vote
Vanguard	5,033,428	For
BlackRock	2,894,521	For
Fidelity	1,922,757	For
American Century	1,429,075	For
Federated Hermes	1,070,549	For
Invesco	895,428	For
Capital Group	741,645	For
Charles Schwab	670,996	For
Prudential/PGIM	456,843	For
State Street	419,158	For
Capitol Series Trust	310,570	For
WASATCH FUNDS TRUST	309,860	For
Dimensional	269,730	For
Bridge Builder Trust	265,648	For
TIAA	241,941	For
Voya	207,639	For
John Hancock	173,839	For
Manager Directed Portfolios	158,236	For
JPMorgan	129,902	For
Pacific Life	114,907	For
Columbia Threadneedle	112,085	For
AQR	108,552	For
AIG/SunAmerica	97,680	For
Thrivent	92,674	For
AMERICAN BEACON FUNDS	86,828	For

Showing the 25 largest of 120 asset managers. See all 120 in the interactive database.

9. Elect Director: Winnie Y. Park

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%

FOR: 40,897,186AGAINST: 181,304

Details: description as filed, official tally, votes by 120 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”): 40,897,186 for, 181,304 against, per its Form 8-K filed June 16, 2026 (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 120 asset managers below reported 19,811,396 for, 1 against, 9,152 abstained, 66 not voted.

FOR

FOR: 19,811,396AGAINST: 1ABSTAIN: 9,152NOT VOTED: 66

Largest asset managers voting on “Election of Directors: Winnie Y. Park” at Five Below, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	5,033,427	1	For
BlackRock	2,894,521	0	For
Fidelity	1,922,757	0	For
American Century	1,429,075	0	For
Federated Hermes	1,070,549	0	For
Invesco	895,428	0	For
Capital Group	741,645	0	For
Charles Schwab	670,996	0	For
Prudential/PGIM	456,843	0	For
State Street	419,158	0	For
Capitol Series Trust	310,570	0	For
WASATCH FUNDS TRUST	309,860	0	For
Dimensional	269,730	0	For
Bridge Builder Trust	265,648	0	For
TIAA	241,941	0	For
Voya	207,639	0	For
John Hancock	173,839	0	For
Manager Directed Portfolios	158,236	0	For
JPMorgan	129,902	0	For
Pacific Life	114,907	0	For
Columbia Threadneedle	112,085	0	For
AQR	108,552	0	For
AIG/SunAmerica	97,680	0	For
Thrivent	92,674	0	For
AMERICAN BEACON FUNDS	86,828	0	For

Showing the 25 largest of 120 asset managers. See all 120 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 VOTESReported outcome: Not verified

Combines 17 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 39,062,877AGAINST: 1,999,005

Details: description as filed, official tally, votes by 551 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”): 39,062,877 for, 1,999,005 against, per its Form 8-K filed June 16, 2026 (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.

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: 122 asset managers voting on “To approve, by non-binding advisory vote, the Company's Named Executive Officer compensation.” at Five Below, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	5,033,421	7	For
BlackRock	2,894,521	0	For
Fidelity	1,922,757	0	For
American Century	1,429,075	0	For
Federated Hermes	1,070,549	0	For
Invesco	895,428	0	For
Capital Group	741,645	0	For
Charles Schwab	670,996	0	For
Prudential/PGIM	456,843	0	For
State Street	418,956	202	For
Capitol Series Trust	310,570	0	For
WASATCH FUNDS TRUST	309,860	0	For
Dimensional	269,730	0	For
Bridge Builder Trust	265,648	0	For
TIAA	241,941	0	For
Voya	207,639	0	For
John Hancock	173,839	0	For
Manager Directed Portfolios	158,236	0	For
JPMorgan	129,902	0	For
Pacific Life	114,907	0	For
Columbia Threadneedle	112,085	0	For
AQR	108,552	0	For
AIG/SunAmerica	97,680	0	For
Thrivent	92,674	0	For
AMERICAN BEACON FUNDS	86,828	0	For

Fund voting reports, all 122 managers: 19,743,733 for, 68,418 against, 9,152 abstained, 66 not voted, 65 mixed. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 459 asset managers voting on “To approve, by non-binding advisory vote, the Company's Named Executive Officer compensation.” at Five Below, Inc., 2025-2026
Asset manager	For	Against	Vote
BlackRock	1,913,862	23,998	For
American Century	1,514,757	0	For
AQR	1,482,867	0	For
Federated Hermes	1,382,448	0	For
GEODE CAPITAL MANAGEMENT, LLC	1,287,889	0	For
State Street	1,125,534	14,215	For
Wellington	1,072,390	0	For
Invesco	995,625	0	For
Fidelity	994,399	0	For
Capital Group	741,645	0	For
Charles Schwab	672,471	0	For
SRS Investment Management, LLC	578,318	0	For
JENNISON ASSOCIATES LLC	559,458	1,577	For
Two Sigma	548,479	0	For
Giverny Capital Inc.	537,279	0	For
Stephens Investment Management Group LLC	498,402	0	For
RIVERBRIDGE PARTNERS LLC	488,283	0	For
WASATCH ADVISORS LP	449,845	6,152	For
FULLER & THALER ASSET MANAGEMENT, INC.	453,211	0	For
Northern Trust	432,979	10,290	For
Vanguard	435,928	0	For
MELLON INVESTMENTS Corp	361,162	0	For
MARSHALL WACE, LLP	349,949	0	For
Amundi	0	331,239	Against
Citadel	313,378	0	For

Institutional-manager reports, all 459 managers: 26,428,742 for, 1,534,300 against, 38,249 abstained, 8,182 not voted. 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.

98% Majority: yes · of votes cast

FOR 98%

FOR: 44,315,850AGAINST: 692,122

Details: description as filed, official tally, votes by 122 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 30, 2027.

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 30, 2027”): 44,315,850 for, 692,122 against, per its Form 8-K filed June 16, 2026 (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 122 asset managers below reported 19,822,166 for, 3,566 against, 9,152 abstained, 66 not voted.

FOR

FOR: 19,822,166AGAINST: 3,566ABSTAIN: 9,152NOT VOTED: 66

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., 2025-2026
Asset manager	For	Against	Vote
Vanguard	5,030,185	3,243	For
BlackRock	2,894,521	0	For
Fidelity	1,922,757	0	For
American Century	1,429,075	0	For
Federated Hermes	1,070,549	0	For
Invesco	895,428	0	For
Capital Group	741,645	0	For
Charles Schwab	670,996	0	For
Prudential/PGIM	456,843	0	For
State Street	419,134	24	For
Capitol Series Trust	310,570	0	For
WASATCH FUNDS TRUST	309,860	0	For
Dimensional	269,730	0	For
Bridge Builder Trust	265,648	0	For
TIAA	241,941	0	For
Voya	207,639	0	For
John Hancock	173,839	0	For
Manager Directed Portfolios	158,236	0	For
JPMorgan	129,902	0	For
Pacific Life	114,907	0	For
Columbia Threadneedle	112,085	0	For
AQR	108,552	0	For
AIG/SunAmerica	97,680	0	For
Thrivent	92,674	0	For
AMERICAN BEACON FUNDS	86,828	0	For

Showing the 25 largest of 122 asset managers. See all 122 in the interactive database.

12. 4. A shareholder proposal requesting a simple majority vote standard

Outcome not verifiedCORPORATE GOVERNANCEReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

90% Majority: yes · of votes cast

FOR 90%

FOR: 36,827,517AGAINST: 4,175,219

Details: description as filed, official tally, votes by 122 asset managers

Description as filed by funds: SHAREHOLDER PROPOSAL REQUESTING THAT PROVISIONS IN THE COMPANY'S GOVERNANCE DOCUMENTS REQUIRING GREATER THAN A SIMPLE MAJORITY SHAREHOLDER VOTE BE CHANGED TO A SIMPLE MAJORITY VOTE STANDARD.

Five Below, Inc.’s own tally for this item (“4. A shareholder proposal requesting a simple majority vote standard”): 36,827,517 for, 4,175,219 against, per its Form 8-K filed June 16, 2026 (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: 90% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 122 asset managers below reported 19,263,675 for, 548,573 against, 9,152 abstained, 66 not voted.

FOR

FOR: 19,263,675AGAINST: 548,573ABSTAIN: 9,152NOT VOTED: 66

Largest asset managers voting on “SHAREHOLDER PROPOSAL REQUESTING THAT PROVISIONS IN THE COMPANY'S GOVERNANCE DOCUMENTS REQUIRING GREATER THAN A” at Five Below, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	5,029,045	4,383	For
BlackRock	2,894,521	0	For
Fidelity	1,922,757	0	For
American Century	1,429,075	0	For
Federated Hermes	1,070,549	0	For
Invesco	895,428	0	For
Capital Group	741,645	0	For
Charles Schwab	670,548	448	For
Prudential/PGIM	456,843	0	For
State Street	418,906	252	For
Capitol Series Trust	310,570	0	For
WASATCH FUNDS TRUST	0	309,860	Against
Dimensional	269,730	0	For
Bridge Builder Trust	265,648	0	For
TIAA	241,941	0	For
Voya	207,639	0	For
John Hancock	173,839	0	For
Manager Directed Portfolios	158,236	0	For
JPMorgan	129,902	0	For
Pacific Life	114,907	0	For
Columbia Threadneedle	112,085	0	For
AQR	108,552	0	For
AIG/SunAmerica	97,680	0	For
Thrivent	92,674	0	For
AMERICAN BEACON FUNDS	86,828	0	For

Showing the 25 largest of 122 asset managers. See all 122 in the interactive database.

Largest Five Below, Inc. shareholders voting in 2025-2026

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 55,295,351 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.”, 2025-2026
#	Asset manager	% of shares outstanding
1	Vanguard	9.10%
2	BlackRock	5.23%
3	Fidelity	3.48%
4	American Century	2.58%
5	Federated Hermes	1.94%
6	Invesco	1.62%
7	Capital Group	1.34%
8	Charles Schwab	1.21%
9	Prudential/PGIM	0.83%
10	State Street	0.76%

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.”, 2025-2026
#	Asset manager	% of shares outstanding
1	BlackRock	3.50%
2	American Century	2.74%
3	AQR	2.68%
4	Federated Hermes	2.50%
5	GEODE CAPITAL MANAGEMENT, LLC	2.33%
6	State Street	2.06%
7	Wellington	1.94%
8	Invesco	1.80%
9	Fidelity	1.80%
10	Capital Group	1.34%

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 2025-2026 proxy season
Holder	% outstanding	Disclosure
BlackRock	9.06%	13F
State Street	3.03%	13F
Two Sigma	2.60%	13F
D.E. Shaw	2.55%	13F
Wellington Management	2.12%	13F
FMR (Fidelity)	1.88%	13F
Invesco	1.83%	13F
Thomas M. Ryan	0.22%	DEF14A
Kenneth R. Bull	0.17%	DEF14A
Ronald L. Sargent	0.15%	DEF14A

Percentages above are of 55,295,351 shares outstanding, as reported by Five Below, Inc. on its Form 10-Q dated June 3, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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 June 3, 2026. 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 16, 2026, in the 2025-2026 proxy season, 551 asset managers reported how they voted on 12 ballot items in their SEC Form N-PX filings, covering 7,219 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 95% 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 16, 2026.

Five Below, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).

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