--- 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" generated_at: "2026-06-14T00:53:50.522887+00:00" event_type: "leadership" sentiment: "neutral" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # Five Below appoints Kristy Chipman as CFO effective July 17, 2023 ## Summary - 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. ## SEC filing metadata - 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 - event_type: leadership - sentiment: neutral - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 5.02, 5.03, 5.07, 7.01, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-166957 - JSON: https://secwatch.observer/filing/0001193125-23-166957.json - Plain text: https://secwatch.observer/filing/0001193125-23-166957.txt ## Key facts - Executive change Kristy Chipman was appointed as Chief Financial Officer at FIVE BELOW, INC. - Action: appointed - Role: Chief Financial Officer source text: 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_url: https://www.sec.gov/Archives/edgar/data/1177609/000119312523166957/0001193125-23-166957-index.htm - Governance Changes 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). - Change: bylaw amendment - Effective: 2023-06-13 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1177609/000119312523166957/0001193125-23-166957-index.htm - Shareholder Votes 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. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-14 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1177609/000119312523166957/0001193125-23-166957-index.htm - Shareholder Votes 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. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-14 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1177609/000119312523166957/0001193125-23-166957-index.htm - Shareholder Votes FIVE BELOW, INC shareholders approved Election of three Class II Directors at the 2023-06-14 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-14 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1177609/000119312523166957/0001193125-23-166957-index.htm - Shareholder Votes 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. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-14 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1177609/000119312523166957/0001193125-23-166957-index.htm - Shareholder Votes FIVE BELOW, INC shareholders approved Advisory vote on named executive officer compensation at the 2023-06-14 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-14 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1177609/000119312523166957/0001193125-23-166957-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.