{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-166957","form_type":"8-K","ticker":"FIVE","cik":"0001177609","company_name":"FIVE BELOW, INC","filed_at":"2023-06-14T23:59:59+00:00","discovered_at":"2026-05-14T18:03:38.153826+00:00","generated_at":"2026-06-14T00:53:50.522887+00:00","sec_items":["5.02","5.03","5.07","7.01","9.01"],"event_type":"leadership","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"Five Below appoints Kristy Chipman as CFO effective July 17, 2023","bullets":["Kristy Chipman named CFO and Treasurer, succeeding Ken Bull who moved to COO; start date July 17, 2023.","Chipman receives $600k base salary, 75% target bonus, $250k sign-on RSUs, and annual equity awards of $500k (2023) and $700k (2024).","Director Catherine Buggeln resigned effective June 14, 2023; no disagreement with the company."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-166957","json":"https://secwatch.observer/filing/0001193125-23-166957.json","markdown":"https://secwatch.observer/filing/0001193125-23-166957.md","text":"https://secwatch.observer/filing/0001193125-23-166957.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1177609/000119312523166957/0001193125-23-166957-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1177609/000119312523166957/d509452d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T00:53:50.522887+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"06e2b67748","claim":"Kristy Chipman was appointed as Chief Financial Officer at FIVE BELOW, INC.","evidence_excerpt":"On June 9, 2023, the Board of Directors (the “Board”) of Five Below, Inc. (the “Company”) appointed Kristy Chipman as the Company’s Chief Financial Officer, effective on or about July 17, 2023.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1177609/000119312523166957/0001193125-23-166957-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chief Financial Officer"}],"fact_type":"executive_change"},{"claim_id":"4e72e6fe423f5007eeb128fcdd28e331c4f8c58c","claim":"FIVE BELOW, INC: Shareholders approved amendments to the Amended and Restated Bylaws to limit the liability of officers and amend the limitation of liability of directors provision (effective 2023-06-13).","evidence_excerpt":"At the 2023 Annual Meeting of Shareholders of the Company held on June 13, 2023 (the “Annual Meeting”), the Company’s shareholders approved proposals to amend the Company’s Amended and Restated Bylaws, as amended, to: (i) limit the liability of officers; and (ii) amend the limitation of liability of directors provision (the “Amendments”), as permitted by Section 1735 and Section 1713 of Pennsylvania Business Corporation Law of 1988, respectively. The Board previously approved the Amendments, subject to receipt of shareholder approval at the Annual Meeting; therefore the Amendments took immediate effect after the Annual Meeting.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1177609/000119312523166957/0001193125-23-166957-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2023-06-13"}],"fact_type":"governance_change"},{"claim_id":"006e81b1e7e50dfabb1e16b2f6bedc24cc70193e","claim":"FIVE BELOW, INC shareholders approved Amendment to the Company's Amended and Restated Bylaws to limit the liability of officers at the 2023-06-14 meeting.","evidence_excerpt":"PROPOSAL 4 : Amendment to the Company's Amended and Restated Bylaws to limit the liability of officers. Votes For Votes Against Abstentions Broker Non-Votes 46,474,443 4,591,408 38,196 1,484,246","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1177609/000119312523166957/0001193125-23-166957-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-14"}],"fact_type":"shareholder_vote"},{"claim_id":"47c6c087ffc9e373a7a704981c0263ac5e730da0","claim":"FIVE BELOW, INC shareholders approved Amendment to the Company's Amended and Restated Bylaws to amend the limitation of liability of directors provision at the 2023-06-14 meeting.","evidence_excerpt":"PROPOSAL 5 : Amendment to the Company's Amended and Restated Bylaws to amend the limitation of liability of directors provision. Votes For Votes Against Abstentions Broker Non-Votes 50,622,311 314,286 167,450 1,484,246","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1177609/000119312523166957/0001193125-23-166957-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-14"}],"fact_type":"shareholder_vote"},{"claim_id":"77024a381b69894a82fc0b94c35b60fa45c0f753","claim":"FIVE BELOW, INC shareholders approved Election of three Class II Directors at the 2023-06-14 meeting.","evidence_excerpt":"PROPOSAL 1 : Election of three Class II Directors to hold office until the 2024 Annual Meeting of Shareholders. Name For Against Abstentions Broker Non-Votes Joel D. Anderson 50,487,445 593,359 23,243 1,484,246 Kathleen S. Barclay 48,122,677 2,957,915 23,455 1,484,246 Thomas M. Ryan 46,112,343 4,968,123 23,581 1,484,246","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1177609/000119312523166957/0001193125-23-166957-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-14"}],"fact_type":"shareholder_vote"},{"claim_id":"ecdc8a993a11258e0a1ed464e9da73ef5aae6c83","claim":"FIVE BELOW, INC shareholders approved Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending February 3, 2024 at the 2023-06-14 meeting.","evidence_excerpt":"PROPOSAL 2 : Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending February 3, 2024. Votes For Votes Against Abstentions Broker Non-Votes 51,197,721 1,367,284 23,288 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1177609/000119312523166957/0001193125-23-166957-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-14"}],"fact_type":"shareholder_vote"},{"claim_id":"f1b9a6f25bec4ab2860ad22044633c10b9c1b71b","claim":"FIVE BELOW, INC shareholders approved Advisory vote on named executive officer compensation at the 2023-06-14 meeting.","evidence_excerpt":"PROPOSAL 3 : Approval on an advisory (non-binding) basis of the Company's named executive officer compensation. Votes For Votes Against Abstentions Broker Non-Votes 48,447,987 2,621,692 34,368 1,484,246","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1177609/000119312523166957/0001193125-23-166957-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-14"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}