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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 2026-06-16 (Item 5.07 on EDGAR). Page generated 02 October 2026.

14Reported items
556Asset managers
7,153Fund votes
2026-06-16Meeting date

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 2026-06-16 (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 2026-06-16
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Winnie Y. Park	40,897,186	181,304	40,622	--	3,924,571	Majority: yes
Elect Director: Karen Bowman	40,259,376	819,510	40,226	--	3,924,571	Majority: yes
Elect Director: Michael F. Devine, III	40,526,656	552,202	40,254	--	3,924,571	Majority: yes
Elect Director: Dinesh S. Lathi	40,822,743	255,958	40,411	--	3,924,571	Majority: yes
Elect Director: Robert M. Lynch	41,040,612	38,144	40,356	--	3,924,571	Majority: yes
Elect Director: Richard L. Markee	40,833,688	245,052	40,372	--	3,924,571	Majority: yes
Elect Director: Ronald L. Sargent	39,695,375	1,383,493	40,244	--	3,924,571	Majority: yes
Elect Director: Mimi E. Vaughn	40,730,008	348,851	40,253	--	3,924,571	Majority: yes
Elect Director: Zuhairah S. Washington	40,787,716	290,993	40,403	--	3,924,571	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 30, 2027.	44,315,850	692,122	35,711	--	0	Majority: yes
Proposal 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	Majority: yes
Proposal 4: Vote on a shareholder proposal requesting a simple majority vote standard.	36,827,517	4,175,219	116,376	--	3,924,571	Majority: yes

Source: Five Below, Inc., Form 8-K, filed with the SEC on 2026-06-16 — read the filing on EDGAR.

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

Each item below shows how the 556 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 2026-06-16.

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

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.”): 39,062,877 for, 1,999,005 against, per its Form 8-K filed 2026-06-16 (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 55,295,351 outstanding shares: 71% for, 4% against (74% of the company cast a for/against vote).

The 551 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: 96.5%AGAINST: 3.4%ABSTAIN: 0.1%NOT VOTED: 0.0%SPLIT: 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., 2025-2026
Asset manager	For	Against	Vote
Vanguard	5,469,349	7	For
BlackRock	4,808,383	23,998	For
American Century	2,943,832	0	For
Fidelity	2,917,156	0	For
Federated Hermes	2,452,997	0	For
Invesco	1,891,053	0	For
AQR	1,591,419	0	For
State Street	1,544,490	14,417	For
Capital Group	1,483,290	0	For
Charles Schwab	1,343,466	0	For
GEODE CAPITAL MANAGEMENT, LLC	1,287,889	0	For
Wellington	1,072,741	0	For
SRS Investment Management, LLC	578,318	0	For
JENNISON ASSOCIATES LLC	559,458	1,577	For
Two Sigma	548,479	0	For
Prudential/PGIM	543,504	0	For
Giverny Capital Inc.	537,279	0	For
Voya	498,484	0	For
Stephens Investment Management Group LLC	498,402	0	For
RIVERBRIDGE PARTNERS LLC	488,283	0	For
Northern Trust	469,901	10,290	For
WASATCH ADVISORS LP	449,845	6,152	For
FULLER & THALER ASSET MANAGEMENT, INC.	453,211	0	For
Dimensional	429,966	0	For
MELLON INVESTMENTS Corp	361,162	0	For

Showing the 25 largest of 551 asset managers. See all 551 in the interactive database.

2. 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.

CORPORATE GOVERNANCEMajority of the votes cast: yes

Meeting held 2026-06-16.

Combines 5 wordings of this item as funds reported it.

90% Majority: yes · of votes cast

FOR 90%10%

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

Five Below, Inc.’s own tally for this item (“Proposal 4: Vote on a shareholder proposal requesting a simple majority vote standard.”): 36,827,517 for, 4,175,219 against, per its Form 8-K filed 2026-06-16 (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 55,295,351 outstanding shares: 67% for, 8% against (74% of the company cast a for/against vote).

The 122 asset managers below cast 97% of the shares they voted on this item FOR (19,263,675 for, 548,573 against).

FOR 97%

FOR: 19,263,675 (97.2%)AGAINST: 548,573 (2.8%)ABSTAIN: 9,152 (0.0%)NOT VOTED: 66 (0.0%)

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.

3. 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.

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2026-06-16.

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

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

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 30, 2027.”): 44,315,850 for, 692,122 against, per its Form 8-K filed 2026-06-16 (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 55,295,351 outstanding shares: 80% for, 1% against (81% of the company cast a for/against vote).

The 122 asset managers below cast 99.9% of the shares they voted on this item FOR (19,822,166 for, 3,566 against).

FOR 99.9%

FOR: 19,822,166 (99.9%)AGAINST: 3,566 (0.0%)ABSTAIN: 9,152 (0.0%)NOT VOTED: 66 (0.0%)

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.

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

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-06-16.

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

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

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 2026-06-16 (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 55,295,351 outstanding shares: 73% for, 1.0% against (74% of the company cast a for/against vote).

The 121 asset managers below cast 99.9% of the shares they voted on this item FOR (19,779,883 for, 3,262 against).

FOR 99.9%

FOR: 19,779,883 (99.9%)AGAINST: 3,262 (0.0%)ABSTAIN: 9,152 (0.0%)NOT VOTED: 66 (0.0%)

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.

5. Election of Directors: Dinesh S. Lathi

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-06-16.

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

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 2026-06-16 (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 55,295,351 outstanding shares: 74% for, 0.5% against (74% of the company cast a for/against vote).

The 121 asset managers below cast 99.9% of the shares they voted on this item FOR (19,795,145 for, 1 against).

FOR 99.9%

FOR: 19,795,145 (100.0%)AGAINST: 1 (0.0%)ABSTAIN: 9,152 (0.0%)NOT VOTED: 66 (0.0%)

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.

6. Election of Directors: Richard L. Markee

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-06-16.

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

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 2026-06-16 (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 55,295,351 outstanding shares: 74% for, 0.5% against (74% of the company cast a for/against vote).

The 121 asset managers below cast 99.9% of the shares they voted on this item FOR (19,809,329 for, 2,817 against).

FOR 99.9%

FOR: 19,809,329 (99.9%)AGAINST: 2,817 (0.0%)ABSTAIN: 9,152 (0.0%)NOT VOTED: 66 (0.0%)

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.

7. Election of Directors: Ronald L. Sargent

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-06-16.

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

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 2026-06-16 (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 55,295,351 outstanding shares: 72% for, 3% against (74% of the company cast a for/against vote).

The 121 asset managers below cast 99% of the shares they voted on this item FOR (19,601,665 for, 210,482 against).

FOR 99%

FOR: 19,601,665 (98.9%)AGAINST: 210,482 (1.1%)ABSTAIN: 9,152 (0.0%)NOT VOTED: 66 (0.0%)

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.

8. Election of Directors: Zuhairah S. Washington

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-06-16.

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

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 2026-06-16 (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 55,295,351 outstanding shares: 74% for, 0.6% against (74% of the company cast a for/against vote).

The 121 asset managers below cast 99.9% of the shares they voted on this item FOR (19,812,145 for, 1 against).

FOR 99.9%

FOR: 19,812,145 (100.0%)AGAINST: 1 (0.0%)ABSTAIN: 9,152 (0.0%)NOT VOTED: 66 (0.0%)

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.

9. Election of Directors: Karen Bowman

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-06-16.

Combines 3 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 40,259,376AGAINST: 819,510

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 2026-06-16 (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 55,295,351 outstanding shares: 73% for, 1% against (74% of the company cast a for/against vote).

The 120 asset managers below cast 99% of the shares they voted on this item FOR (19,534,099 for, 248,298 against).

FOR 99%

FOR: 19,534,099 (98.7%)AGAINST: 248,298 (1.3%)ABSTAIN: 9,152 (0.0%)NOT VOTED: 66 (0.0%)

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.

10. Election of Directors: Mimi E. Vaughn

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-06-16.

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

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 2026-06-16 (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 55,295,351 outstanding shares: 74% for, 0.7% against (74% of the company cast a for/against vote).

The 120 asset managers below cast 99.9% of the shares they voted on this item FOR (19,811,396 for, 1 against).

FOR 99.9%

FOR: 19,811,396 (100.0%)AGAINST: 1 (0.0%)ABSTAIN: 9,152 (0.0%)NOT VOTED: 66 (0.0%)

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.

11. Election of Directors: Robert Lynch

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-06-16.

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

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 2026-06-16 (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 55,295,351 outstanding shares: 74% for, 0.1% against (74% of the company cast a for/against vote).

The 120 asset managers below cast 100% of the shares they voted on this item FOR (19,794,397 for, 0 against).

FOR 99.9%

FOR: 19,794,397 (100.0%)ABSTAIN: 9,152 (0.0%)NOT VOTED: 66 (0.0%)

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.

12. Election of Directors: Winnie Y. Park

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-06-16.

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

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 2026-06-16 (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 55,295,351 outstanding shares: 74% for, 0.4% against (74% of the company cast a for/against vote).

The 120 asset managers below cast 99.9% of the shares they voted on this item FOR (19,811,396 for, 1 against).

FOR 99.9%

FOR: 19,811,396 (100.0%)AGAINST: 1 (0.0%)ABSTAIN: 9,152 (0.0%)NOT VOTED: 66 (0.0%)

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.

13. To approve, by non-binding advisory vote, the Company's Named Executive Officer compensation.

SECTION 14A SAY-ON-PAY VOTES

Reported under meeting date 2026-04-17; no official results on file for that date.

0.8% fund support · no official result

AGAINST 99.2%

The 2 asset managers below cast 0.8% of the shares they voted on this item FOR (99 for, 12,400 against).

FOR: 99 (0.8%)AGAINST: 12,400 (99.2%)

Largest 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	Abstain	Withheld	Vote
SCHRODER INVESTMENT MANAGEMENT GROUP	0	12,400	0	0	Against
Robertson Stephens Wealth Management, LLC	99	0	0	0	For

14. Corporate Governance

CORPORATE GOVERNANCE

Meeting held 2026-06-16.

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (13,806 for, 0 against).

FOR: 13,806 (100.0%)

Largest asset managers voting on “Corporate Governance” at Five Below, Inc., 2025-2026
Asset manager	For	Against	Abstain	Withheld	Vote
Williamson Legacy Group, LLC	13,586	0	0	0	For
Two Roads Shared Trust	220	0	0	0	For

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

Ranked by the number of Five Below, Inc. shares each manager voted on the most widely held ballot item of the 2025-2026 meeting, shown as a share of the 55,295,351 shares outstanding at the time of that meeting.

Top Five Below, Inc. shareholders by shares voted, 2025-2026
#	Asset manager	% of shares outstanding
1	Vanguard	9.89%
2	BlackRock	8.74%
3	American Century	5.32%
4	Fidelity	5.28%
5	Federated Hermes	4.44%
6	Invesco	3.42%
7	AQR	2.88%
8	State Street	2.82%
9	Capital Group	2.68%
10	Charles Schwab	2.43%

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 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 2026-06-03 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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 2026-06-03. 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 2026-06-16, in the 2025-2026 proxy season, 556 asset managers reported how they voted in their SEC Form N-PX filings, covering 7,153 separate fund positions. Their filings are grouped here into 14 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 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 2026-06-16.

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