Five Below, Inc. Expands and Declassifies its Board of Directors, Announces Share Repurchase Program

Rhea-AI Summary

On June 14, 2022, Five Below (NASDAQ: FIVE) held its Annual Meeting of Shareholders, where it expanded its board to 11 directors, adding new independent director Bernard Kim, CEO of Match Group. The company transitioned to annual elections for directors, set to be fully declassified by 2025. Furthermore, Five Below announced a stock repurchase program of up to $100 million through June 2025, with share repurchase timing dependent on market conditions. These initiatives aim to enhance governance and shareholder value.

Positive

• Board expansion to include experienced directors like Bernard Kim.
• Transition to annual elections for directors enhances governance.
• Stock repurchase program of up to $100 million may enhance shareholder value.

Negative

• None.

PHILADELPHIA, PA, June 14, 2022 (GLOBE NEWSWIRE) -- Five Below, Inc. (NASDAQ: FIVE) today announced results from its Annual Meeting of Shareholders.

FIVE’s board has been expanded to 11 directors with the addition of Bernard Kim, who has been elected as a new independent director, effective immediately. Mr. Kim is the Chief Executive Officer of Match Group, Inc. and brings to the board senior leadership experience with growing technology companies including Zynga and Electronic Arts.

Additionally, FIVE announced that it has amended its Amended and Restated Articles of Incorporation and Amended and Restated Bylaws to (i) implement the Company's transition to annual elections for directors and (ii) increase the maximum allowable number of directors to fourteen. Directors will be elected for one-year terms beginning with the 2023 class of directors. Later classes will also stand for one-year terms at subsequent annual meetings as their current terms expire, and the board will be fully declassified by the 2025 Annual Meeting when the directors in the 2022 director class complete their elected terms.

FIVE also announced that its board of directors has approved a stock repurchase program for up to $100 million of its common shares through June 2025. The number of common shares actually repurchased, and the timing and price of repurchases, will depend upon market conditions, Securities and Exchange Commission requirements, and other factors. Shares may be repurchased from time to time on the open market, in privately negotiated transactions, or otherwise. Purchases may be started or stopped at any time without prior notice depending on market conditions and other factors.

About Five Below:
Five Below is a leading high-growth value retailer offering trend-right, high-quality products loved by tweens, teens and beyond. We believe life is better when customers are free to "let go & have fun" in an amazing experience filled with unlimited possibilities. With most items priced between $1 and $5, and some extreme value items priced beyond $5 in our incredible Five Beyond offering, Five Below makes it easy to say YES! to the newest, coolest stuff across eight awesome Five Below worlds: Style, Room, Sports, Tech, Create, Party, Candy and New & Now. Founded in 2002 and headquartered in Philadelphia, Pennsylvania, Five Below today has over 1,200 stores in 40 states. For more information, please visit https://www.fivebelow.com or find Five Below on Instagram, TikTok, Twitter and Facebook @FiveBelow.

Investor Contact:
Five Below, Inc.
Christiane Pelz
Vice President, Investor Relations & Treasury
215-207-2658
Christiane.Pelz@fivebelow.com 

FAQ

What are the key changes in Five Below's board structure announced on June 14, 2022?

Five Below expanded its board to 11 directors and implemented annual elections for directors, fully declassifying the board by 2025.

Who is the new director added to Five Below's board?

Bernard Kim, CEO of Match Group, was elected as a new independent director.

What is the purpose of Five Below's stock buyback program?

The stock repurchase program of up to $100 million aims to enhance shareholder value.

Until when can Five Below repurchase shares under its new program?

Five Below's stock repurchase program is valid through June 2025.

How will Five Below determine the timing of its stock repurchases?

The timing and price of repurchases will depend on market conditions and other factors.