proxyvotesnow.com

Home › Companies › FIVE BELOW INC. › 2024-2025

FIVE BELOW INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and FIVE BELOW INC.’s Form 8-K, filed 2025-06-13 (Item 5.07 on EDGAR). Page generated 02 October 2026.

  • 17Reported items
  • 417Asset managers
  • 5,802Fund votes
  • 2025-06-12Meeting date

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 2025-06-13 (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 2025-06-12
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Winnie Y. Park 43,796,489162,96943,015 --2,893,240 Majority: yes
Elect Director: Kathleen S. Barclay 41,679,6112,280,10742,755 --2,893,240 Majority: yes
Elect Director: Karen Bowman 43,767,441191,76843,264 --2,893,240 Majority: yes
Elect Director: Michael F. Devine, III 43,497,084459,35646,033 --2,893,240 Majority: yes
Elect Director: Dinesh S. Lathi 43,865,08294,09143,300 --2,893,240 Majority: yes
Elect Director: Richard L. Markee 43,882,33277,27242,869 --2,893,240 Majority: yes
Elect Director: Thomas M. Ryan 43,199,959759,61742,897 --2,893,240 Majority: yes
Elect Director: Ronald L. Sargent 37,339,1776,617,12546,171 --2,893,240 Majority: yes
Elect Director: Mimi E. Vaughn 43,864,83594,35743,281 --2,893,240 Majority: yes
Elect Director: Zuhairah S. Washington 43,781,687177,28143,505 --2,893,240 Majority: yes
Proposal 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. 43,916,2712,938,06141,381 ---- Majority: yes
Proposal 3: Approval on an advisory (non-binding) basis of the Company's named executive officer compensation. 42,421,5381,435,615145,320 --2,893,240 Majority: yes

Source: FIVE BELOW INC., Form 8-K, filed with the SEC on 2025-06-13 — read the filing on EDGAR.

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

Each item below shows how the 417 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. TO APPROVE, BY NON-BINDING ADVISORY VOTE, THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2025-06-12.

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

FIVE BELOW INC.’s own tally for this item (“Proposal 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 2025-06-13 (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. Of all 55,059,215 outstanding shares: 77% for, 3% against (80% of the company cast a for/against vote).

The 412 asset managers below cast 97% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR 97%
FOR: 97.2%AGAINST: 2.8%ABSTAIN: 0.0%NOT VOTED: 0.0%1 YEAR: 0.0%
Largest 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 managerForAgainst AbstainWithheldVote
Fidelity7,078,3260 00For
Vanguard5,836,256569 00For
BlackRock5,111,493282 00For
Federated Hermes3,476,8300 00For
Capital Group2,778,9630 00For
American Century2,314,8350 00For
State Street2,029,2000 00For
WASATCH ADVISORS LP1,703,1730 00For
Charles Schwab1,389,1250 00For
WASATCH FUNDS TRUST1,221,8820 00For
MARSHALL WACE, LLP1,099,4010 00For
GEODE CAPITAL MANAGEMENT, LLC1,033,8150 00For
RIVERBRIDGE PARTNERS LLC910,7880 00For
Columbia Threadneedle774,0440 00For
Stephens Investment Management Group LLC658,7270 00For
Two Sigma600,3020 00For
Giverny Capital Inc.590,9390 00For
JPMorgan566,5230 00For
Allspring534,4980 00For
Northern Trust433,4160 00For
Junto Capital Management LP430,9870 00For
J. Goldman & Co LP416,3460 00For
Ensign Peak Advisors, Inc391,8600 00For
MELLON INVESTMENTS Corp0369,401 00Against
Invenomic Capital Management LP327,0300 00For

Showing the 25 largest of 412 asset managers. See all 412 in the interactive database.

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

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2025-06-12.

Combines 5 wordings of this item as funds reported it.

95% fund support · no official result

ONE YEAR 62%1 YEAR 33%

The 391 asset managers below cast 95% of the shares they voted on this item FOR (99,302 for, 5,099 against).

FOR: 99,302 (0.2%)AGAINST: 5,099 (0.0%)ABSTAIN: 14,134 (0.0%)ONE YEAR: 31,650,387 (62.5%)1 YEAR: 16,621,663 (32.8%)1YR: 1,639,740 (3.2%)3 YEARS: 405,345 (0.8%)THREE YEARS: 231,840 (0.5%)1-YEAR: 1,166 (0.0%)NOT VOTED: 1,118 (0.0%)1-YR: 495 (0.0%)1.0: 1 (0.0%)3 YEAR: 0 (0.0%)3.0: 0 (0.0%)2 YEAR: 0 (0.0%)2.0: 0 (0.0%)
Largest 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 managerForAgainst AbstainWithheldVote
Fidelity00 00One Year
Vanguard00 00One Year
BlackRock00 001 Year
Federated Hermes00 001 Year
Capital Group00 00One Year
American Century00 00One Year
State Street00 00One Year
WASATCH ADVISORS LP00 00One Year
Charles Schwab00 001 Year
WASATCH FUNDS TRUST00 00One Year
MARSHALL WACE, LLP00 001 Year
GEODE CAPITAL MANAGEMENT, LLC00 00One Year
RIVERBRIDGE PARTNERS LLC00 001 Year
Columbia Threadneedle00 00One Year
Stephens Investment Management Group LLC00 00One Year
Two Sigma00 00One Year
Giverny Capital Inc.00 001 Year
Allspring00 00One Year
Northern Trust00 001 Year
Junto Capital Management LP00 00One Year
J. Goldman & Co LP00 001 Year
Ensign Peak Advisors, Inc00 003 Years
MELLON INVESTMENTS Corp00 00One Year
Invenomic Capital Management LP00 001 Year
COUNTRY TRUST BANK00 001 Year

Showing the 25 largest of 391 asset managers. See all 391 in the interactive database.

3. 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.

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2025-06-12.

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

FIVE BELOW INC.’s own tally for this item (“Proposal 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 2025-06-13 (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. Of all 55,059,215 outstanding shares: 80% for, 5% against (85% of the company cast a for/against vote).

The 93 asset managers below cast 99.9% of the shares they voted on this item FOR (21,594,646 for, 12,063 against).

FOR 99.8%
FOR: 21,594,646 (99.9%)AGAINST: 12,063 (0.1%)ABSTAIN: 13,285 (0.1%)
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 managerForAgainst AbstainWithheldVote
Vanguard5,688,287569 00For
BlackRock3,113,7450 00For
Fidelity2,692,6740 00For
Federated Hermes1,574,1360 00For
Capital Group1,458,4590 00For
WASATCH FUNDS TRUST1,221,8820 00For
American Century1,125,8070 00For
Columbia Threadneedle698,0910 00For
Charles Schwab694,2550 00For
State Street432,78928 00For
Allspring219,5110 00For
TIAA215,1610 00For
NORTHERN LIGHTS FUND TRUST II162,1610 00For
Goldman Sachs159,4450 00For
Bridge Builder Trust137,2660 00For
First Trust130,9700 00For
Voya124,0480 00For
AMERICAN BEACON FUNDS122,2800 00For
Dimensional121,5620 00For
Grandeur Peak Global Trust103,7830 00For
Prudential/PGIM97,5510 00For
Equitable95,6280 00For
Jackson National93,8790 00For
AIG/SunAmerica87,0390 00For
Brinker Capital Destinations Trust71,6800 00For

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

4. Election of Directors: Kathleen S. Barclay

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-12.

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

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 2025-06-13 (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. Of all 55,059,215 outstanding shares: 76% for, 4% against (80% of the company cast a for/against vote).

The 92 asset managers below cast 98% of the shares they voted on this item FOR (21,144,351 for, 462,356 against).

FOR 98%
FOR: 21,144,351 (97.8%)AGAINST: 462,356 (2.1%)ABSTAIN: 13,285 (0.1%)
Largest asset managers voting on “Election of Directors: Kathleen S. Barclay” at FIVE BELOW INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,688,8560 00For
BlackRock3,113,7450 00For
Fidelity2,692,6740 00For
Federated Hermes1,574,1360 00For
Capital Group1,458,4590 00For
WASATCH FUNDS TRUST1,221,8820 00For
American Century1,125,8070 00For
Columbia Threadneedle698,0910 00For
Charles Schwab694,2550 00For
State Street1,207431,610 00Against
Allspring219,5110 00For
TIAA215,1610 00For
NORTHERN LIGHTS FUND TRUST II162,1610 00For
Goldman Sachs159,4450 00For
Bridge Builder Trust137,2660 00For
First Trust130,9700 00For
Voya124,0480 00For
AMERICAN BEACON FUNDS122,2800 00For
Dimensional121,5620 00For
Grandeur Peak Global Trust103,7830 00For
Prudential/PGIM97,5510 00For
Equitable95,6280 00For
Jackson National93,8790 00For
AIG/SunAmerica87,0390 00For
Brinker Capital Destinations Trust71,359321 00For

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

5. Election of Directors: Dinesh S. Lathi

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-12.

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

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 2025-06-13 (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. Of all 55,059,215 outstanding shares: 80% for, 0.2% against (80% of the company cast a for/against vote).

The 91 asset managers below cast 99.9% of the shares they voted on this item FOR (21,604,102 for, 0 against).

FOR 99.9%
FOR: 21,604,102 (99.9%)AGAINST: 0 (0.0%)ABSTAIN: 13,285 (0.1%)
Largest asset managers voting on “Election of Directors: Dinesh S. Lathi” at FIVE BELOW INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,688,8560 00For
BlackRock3,113,7450 00For
Fidelity2,692,6740 00For
Federated Hermes1,574,1360 00For
Capital Group1,458,4590 00For
WASATCH FUNDS TRUST1,221,8820 00For
American Century1,125,8070 00For
Columbia Threadneedle698,0910 00For
Charles Schwab694,2550 00For
State Street432,8170 00For
Allspring219,5110 00For
TIAA215,1610 00For
NORTHERN LIGHTS FUND TRUST II162,1610 00For
Goldman Sachs159,4450 00For
Bridge Builder Trust137,2660 00For
First Trust130,9700 00For
Voya124,0480 00For
AMERICAN BEACON FUNDS122,2800 00For
Dimensional121,5620 00For
Grandeur Peak Global Trust103,7830 00For
Prudential/PGIM97,5510 00For
Equitable95,6280 00For
Jackson National93,8790 00For
AIG/SunAmerica87,0390 00For
Brinker Capital Destinations Trust71,6800 00For

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

6. Election of Directors: Karen Bowman

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-12.

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

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 2025-06-13 (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. Of all 55,059,215 outstanding shares: 79% for, 0.4% against (80% of the company cast a for/against vote).

The 91 asset managers below cast 99.9% of the shares they voted on this item FOR (21,604,102 for, 0 against).

FOR 99.9%
FOR: 21,604,102 (99.9%)AGAINST: 0 (0.0%)ABSTAIN: 13,285 (0.1%)
Largest asset managers voting on “Election of Directors: Karen Bowman” at FIVE BELOW INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,688,8560 00For
BlackRock3,113,7450 00For
Fidelity2,692,6740 00For
Federated Hermes1,574,1360 00For
Capital Group1,458,4590 00For
WASATCH FUNDS TRUST1,221,8820 00For
American Century1,125,8070 00For
Columbia Threadneedle698,0910 00For
Charles Schwab694,2550 00For
State Street432,8170 00For
Allspring219,5110 00For
TIAA215,1610 00For
NORTHERN LIGHTS FUND TRUST II162,1610 00For
Goldman Sachs159,4450 00For
Bridge Builder Trust137,2660 00For
First Trust130,9700 00For
Voya124,0480 00For
AMERICAN BEACON FUNDS122,2800 00For
Dimensional121,5620 00For
Grandeur Peak Global Trust103,7830 00For
Prudential/PGIM97,5510 00For
Equitable95,6280 00For
Jackson National93,8790 00For
AIG/SunAmerica87,0390 00For
Brinker Capital Destinations Trust71,6800 00For

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

7. Election of Directors: Michael F. Devine, III

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-12.

Combines 3 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 43,497,084AGAINST: 459,356

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 2025-06-13 (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. Of all 55,059,215 outstanding shares: 79% for, 0.9% against (80% of the company cast a for/against vote).

The 91 asset managers below cast 99.9% of the shares they voted on this item FOR (21,590,844 for, 11,488 against).

FOR 99.8%
FOR: 21,590,844 (99.9%)AGAINST: 11,488 (0.1%)ABSTAIN: 15,055 (0.1%)
Largest asset managers voting on “Election of Directors: Michael F. Devine, III” at FIVE BELOW INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,688,8560 00For
BlackRock3,113,7450 00For
Fidelity2,692,6740 00For
Federated Hermes1,574,1360 00For
Capital Group1,458,4590 00For
WASATCH FUNDS TRUST1,221,8820 00For
American Century1,125,8070 00For
Columbia Threadneedle698,0910 00For
Charles Schwab694,2550 00For
State Street432,79522 00For
Allspring219,5110 00For
TIAA215,1610 00For
NORTHERN LIGHTS FUND TRUST II162,1610 00For
Goldman Sachs159,4450 00For
Bridge Builder Trust137,2660 00For
First Trust130,9700 00For
Voya124,0480 00For
AMERICAN BEACON FUNDS122,2800 00For
Dimensional121,5620 00For
Grandeur Peak Global Trust103,7830 00For
Prudential/PGIM97,5510 00For
Equitable95,6280 00For
Jackson National93,8790 00For
AIG/SunAmerica87,0390 00For
Brinker Capital Destinations Trust71,6800 00For

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

8. Election of Directors: Mimi E. Vaughn

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-12.

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

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 2025-06-13 (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. Of all 55,059,215 outstanding shares: 80% for, 0.2% against (80% of the company cast a for/against vote).

The 91 asset managers below cast 99.9% of the shares they voted on this item FOR (21,604,102 for, 0 against).

FOR 99.9%
FOR: 21,604,102 (99.9%)AGAINST: 0 (0.0%)ABSTAIN: 13,285 (0.1%)
Largest asset managers voting on “Election of Directors: Mimi E. Vaughn” at FIVE BELOW INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,688,8560 00For
BlackRock3,113,7450 00For
Fidelity2,692,6740 00For
Federated Hermes1,574,1360 00For
Capital Group1,458,4590 00For
WASATCH FUNDS TRUST1,221,8820 00For
American Century1,125,8070 00For
Columbia Threadneedle698,0910 00For
Charles Schwab694,2550 00For
State Street432,8170 00For
Allspring219,5110 00For
TIAA215,1610 00For
NORTHERN LIGHTS FUND TRUST II162,1610 00For
Goldman Sachs159,4450 00For
Bridge Builder Trust137,2660 00For
First Trust130,9700 00For
Voya124,0480 00For
AMERICAN BEACON FUNDS122,2800 00For
Dimensional121,5620 00For
Grandeur Peak Global Trust103,7830 00For
Prudential/PGIM97,5510 00For
Equitable95,6280 00For
Jackson National93,8790 00For
AIG/SunAmerica87,0390 00For
Brinker Capital Destinations Trust71,6800 00For

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

9. Election of Directors: Richard L. Markee

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-12.

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

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 2025-06-13 (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. Of all 55,059,215 outstanding shares: 80% for, 0.2% against (80% of the company cast a for/against vote).

The 91 asset managers below cast 99.9% of the shares they voted on this item FOR (21,604,102 for, 0 against).

FOR 99.9%
FOR: 21,604,102 (99.9%)AGAINST: 0 (0.0%)ABSTAIN: 13,285 (0.1%)
Largest asset managers voting on “Election of Directors: Richard L. Markee” at FIVE BELOW INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,688,8560 00For
BlackRock3,113,7450 00For
Fidelity2,692,6740 00For
Federated Hermes1,574,1360 00For
Capital Group1,458,4590 00For
WASATCH FUNDS TRUST1,221,8820 00For
American Century1,125,8070 00For
Columbia Threadneedle698,0910 00For
Charles Schwab694,2550 00For
State Street432,8170 00For
Allspring219,5110 00For
TIAA215,1610 00For
NORTHERN LIGHTS FUND TRUST II162,1610 00For
Goldman Sachs159,4450 00For
Bridge Builder Trust137,2660 00For
First Trust130,9700 00For
Voya124,0480 00For
AMERICAN BEACON FUNDS122,2800 00For
Dimensional121,5620 00For
Grandeur Peak Global Trust103,7830 00For
Prudential/PGIM97,5510 00For
Equitable95,6280 00For
Jackson National93,8790 00For
AIG/SunAmerica87,0390 00For
Brinker Capital Destinations Trust71,6800 00For

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

10. Election of Directors: Ronald L. Sargent

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-12.

Combines 3 wordings of this item as funds reported it.

85% Majority: yes · of votes cast

FOR 85%AGAINST 15%
FOR: 37,339,177AGAINST: 6,617,125

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 2025-06-13 (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. Of all 55,059,215 outstanding shares: 68% for, 12% against (80% of the company cast a for/against vote).

The 91 asset managers below cast 91% of the shares they voted on this item FOR (19,631,200 for, 1,971,132 against).

FOR 91%9%
FOR: 19,631,200 (90.8%)AGAINST: 1,971,132 (9.1%)ABSTAIN: 15,055 (0.1%)
Largest asset managers voting on “Election of Directors: Ronald L. Sargent” at FIVE BELOW INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,688,8560 00For
BlackRock3,113,7450 00For
Fidelity2,692,6740 00For
Federated Hermes01,574,136 00Against
Capital Group1,458,4590 00For
WASATCH FUNDS TRUST1,221,8820 00For
American Century1,125,8070 00For
Columbia Threadneedle698,0910 00For
Charles Schwab694,2550 00For
State Street432,78928 00For
Allspring219,5110 00For
TIAA215,1610 00For
NORTHERN LIGHTS FUND TRUST II162,1610 00For
Goldman Sachs159,4450 00For
Bridge Builder Trust112,10025,166 00For
First Trust130,9700 00For
Voya0124,048 00Against
AMERICAN BEACON FUNDS122,2800 00For
Dimensional121,5620 00For
Grandeur Peak Global Trust103,7830 00For
Prudential/PGIM97,316235 00For
Equitable21,54274,086 00Against
Jackson National93,8790 00For
AIG/SunAmerica87,0390 00For
Brinker Capital Destinations Trust32171,359 00Against

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

11. Election of Directors: Thomas M. Ryan

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-12.

Combines 3 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 43,199,959AGAINST: 759,617

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 2025-06-13 (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. Of all 55,059,215 outstanding shares: 78% for, 1% against (80% of the company cast a for/against vote).

The 91 asset managers below cast 99.8% of the shares they voted on this item FOR (21,567,442 for, 36,660 against).

FOR 99.7%
FOR: 21,567,442 (99.8%)AGAINST: 36,660 (0.2%)ABSTAIN: 13,285 (0.1%)
Largest asset managers voting on “Election of Directors: Thomas M. Ryan” at FIVE BELOW INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,688,8560 00For
BlackRock3,113,7450 00For
Fidelity2,692,6740 00For
Federated Hermes1,574,1360 00For
Capital Group1,458,4590 00For
WASATCH FUNDS TRUST1,221,8820 00For
American Century1,125,8070 00For
Columbia Threadneedle698,0910 00For
Charles Schwab694,2550 00For
State Street432,78928 00For
Allspring219,5110 00For
TIAA215,1610 00For
NORTHERN LIGHTS FUND TRUST II162,1610 00For
Goldman Sachs159,4450 00For
Bridge Builder Trust112,10025,166 00For
First Trust130,9700 00For
Voya124,0480 00For
AMERICAN BEACON FUNDS122,2800 00For
Dimensional121,5620 00For
Grandeur Peak Global Trust103,7830 00For
Prudential/PGIM97,5510 00For
Equitable95,6280 00For
Jackson National93,8790 00For
AIG/SunAmerica87,0390 00For
Brinker Capital Destinations Trust71,6800 00For

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

12. Election of Directors: Winnie Y. Park

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-12.

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

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 2025-06-13 (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. Of all 55,059,215 outstanding shares: 80% for, 0.3% against (80% of the company cast a for/against vote).

The 91 asset managers below cast 99.9% of the shares they voted on this item FOR (21,604,080 for, 22 against).

FOR 99.9%
FOR: 21,604,080 (99.9%)AGAINST: 22 (0.0%)ABSTAIN: 13,285 (0.1%)
Largest asset managers voting on “Election of Directors: Winnie Y. Park” at FIVE BELOW INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,688,8560 00For
BlackRock3,113,7450 00For
Fidelity2,692,6740 00For
Federated Hermes1,574,1360 00For
Capital Group1,458,4590 00For
WASATCH FUNDS TRUST1,221,8820 00For
American Century1,125,8070 00For
Columbia Threadneedle698,0910 00For
Charles Schwab694,2550 00For
State Street432,79522 00For
Allspring219,5110 00For
TIAA215,1610 00For
NORTHERN LIGHTS FUND TRUST II162,1610 00For
Goldman Sachs159,4450 00For
Bridge Builder Trust137,2660 00For
First Trust130,9700 00For
Voya124,0480 00For
AMERICAN BEACON FUNDS122,2800 00For
Dimensional121,5620 00For
Grandeur Peak Global Trust103,7830 00For
Prudential/PGIM97,5510 00For
Equitable95,6280 00For
Jackson National93,8790 00For
AIG/SunAmerica87,0390 00For
Brinker Capital Destinations Trust71,6800 00For

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

13. Election of Directors: Zuhairah S. Washington

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-12.

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

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 2025-06-13 (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. Of all 55,059,215 outstanding shares: 80% for, 0.4% against (80% of the company cast a for/against vote).

The 91 asset managers below cast 99.9% of the shares they voted on this item FOR (21,592,636 for, 11,466 against).

FOR 99.8%
FOR: 21,592,636 (99.9%)AGAINST: 11,466 (0.1%)ABSTAIN: 13,285 (0.1%)
Largest asset managers voting on “Election of Directors: Zuhairah S. Washington” at FIVE BELOW INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,688,8560 00For
BlackRock3,113,7450 00For
Fidelity2,692,6740 00For
Federated Hermes1,574,1360 00For
Capital Group1,458,4590 00For
WASATCH FUNDS TRUST1,221,8820 00For
American Century1,125,8070 00For
Columbia Threadneedle698,0910 00For
Charles Schwab694,2550 00For
State Street432,8170 00For
Allspring219,5110 00For
TIAA215,1610 00For
NORTHERN LIGHTS FUND TRUST II162,1610 00For
Goldman Sachs159,4450 00For
Bridge Builder Trust137,2660 00For
First Trust130,9700 00For
Voya124,0480 00For
AMERICAN BEACON FUNDS122,2800 00For
Dimensional121,5620 00For
Grandeur Peak Global Trust103,7830 00For
Prudential/PGIM97,5510 00For
Equitable95,6280 00For
Jackson National93,8790 00For
AIG/SunAmerica87,0390 00For
Brinker Capital Destinations Trust71,6800 00For

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

14. Advisory Vote on Say on Pay Frequency

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2025-06-12.

— fund support · no official result

ONE YEAR 99.2%

No shares were cast for or against this item by the managers below — every disclosed position was an abstention or was not voted.

ONE YEAR: 577,896 (99.2%)1 YEAR: 4,613 (0.8%)
Largest asset managers voting on “Advisory Vote on Say on Pay Frequency” at FIVE BELOW INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
JPMorgan00 00One Year
APG Asset Management US Inc.00 00One Year
Empower00 00One Year
Cornerstone Investment Partners, LLC00 001 Year
Desjardins Global Asset Management Inc.00 00One Year
GuideStone00 00One Year
ESSEX INVESTMENT MANAGEMENT CO LLC00 00One Year

15. 14A Executive Compensation Vote Frequency

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2025-06-12.

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

ONE YEAR 94%

The 6 asset managers below cast 100% of the shares they voted on this item FOR (11 for, 0 against).

FOR: 11 (0.0%)ONE YEAR: 42,834 (93.8%)1 YEAR: 2,811 (6.2%)
Largest asset managers voting on “14A Executive Compensation Vote Frequency” at FIVE BELOW INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Summit Creek Advisors LLC00 00One Year
Vancity Investment Management Ltd00 00One Year
Claret Asset Management Corp00 001 Year
Focus Partners Wealth00 001 Year
Inlet Private Wealth, LLC00 001 Year
Pier Capital, LLC110 00For

16. TO APPROVE, BY NON-BINDING ADVISORY VOTE, THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2024-06-11 (outside the 2024-2025 season's 1 July to 30 June window; reported in this season's filings).

Combines 2 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 47,379,809AGAINST: 2,149,746

FIVE BELOW INC.’s own tally for this item (“Proposal 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 2024-06-12 (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. Of all 55,059,215 outstanding shares: 86% for, 4% against (90% of the company cast a for/against vote).

The 2 asset managers below cast 99.1% of the shares they voted on this item FOR (155,081 for, 1,404 against).

FOR 99.1%
FOR: 155,081 (99.1%)AGAINST: 1,404 (0.9%)
Largest 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 managerForAgainst AbstainWithheldVote
Ampfield Management, L.P.155,0810 00For
COLDSTREAM CAPITAL MANAGEMENT INC01,404 00Against

17. Non-binding advisory vote on whether the frequency of the shareholder vote on our executive H should be every 1, 2 or 3 years.

CORPORATE GOVERNANCE

Meeting held 2025-06-12.

— fund support · no official result

ONE YEAR 90%10%

No shares were cast for or against this item by the managers below — every disclosed position was an abstention or was not voted.

ONE YEAR: 42,247 (89.6%)1 YEAR: 4,922 (10.4%)
Largest asset managers voting on “Non-binding advisory vote on whether the frequency of the shareholder vote on our executive H should be every ” at FIVE BELOW INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Grandeur Peak Global Trust00 00One Year
NORTHERN LIGHTS FUND TRUST III00 001 Year

Largest FIVE BELOW INC. shareholders voting in 2024-2025

Ranked by the number of FIVE BELOW INC. shares each manager voted on the most widely held ballot item of the 2024-2025 meeting, shown as a share of the 55,059,215 shares outstanding at the time of that meeting.

Top FIVE BELOW INC. shareholders by shares voted, 2024-2025
#Asset manager % of shares outstanding
1Fidelity 12.86%
2Vanguard 10.60%
3BlackRock 9.28%
4Federated Hermes 6.31%
5Capital Group 5.05%
6American Century 4.20%
7State Street 3.69%
8WASATCH ADVISORS LP 3.09%
9Charles Schwab 2.52%
10WASATCH FUNDS TRUST 2.22%

Reported FIVE BELOW INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

FIVE BELOW INC. beneficial owners on record 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 2025-05-03 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, 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 2025-05-03. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At FIVE BELOW INC.'s shareholder meeting held 2025-06-12, in the 2024-2025 proxy season, 417 asset managers reported how they voted in their SEC Form N-PX filings, covering 5,802 separate fund positions. Their filings are grouped here into 17 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 2025-06-13.

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