FIVE BELOW INC (FIVE)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
FIVE BELOW INC · Meeting: June 16, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Joined as CEO in December 2024 (less than 24 months ago), so she is exempt from the TSR trigger under the new-director exemption; no overboarding, independence, or attendance concerns identified.
Joined in January 2024 (less than 24 months ago), so she is exempt from the TSR trigger; serves on audit and nominating committees with appropriate independence and relevant consulting/consumer industry experience.
Five Below's 3-year price return of +17.6% is positive but below the peer group median by only 27.5 percentage points, which does not meet the 35-point threshold required to trigger a negative vote for low-positive absolute TSR; no overboarding or attendance issues identified.
The 3-year TSR underperformance versus the peer group is 27.5 percentage points, below the 35-point trigger threshold for low-positive absolute TSR; Lathi serves as audit committee chair with demonstrated financial expertise and no overboarding concerns.
New nominee with no prior board tenure at Five Below, so the TSR trigger does not apply; Lynch brings relevant consumer brand and multi-unit operational experience as CEO of Shake Shack.
The 3-year TSR gap versus the peer group is 27.5 percentage points, below the 35-point threshold required to trigger a negative vote; Markee has extensive retail board experience and no overboarding or attendance issues.
The 3-year peer group underperformance of 27.5 percentage points does not exceed the 35-point trigger threshold; Sargent has deep retail executive experience and has served as compensation committee chair, with no overboarding or attendance issues identified.
Joined in September 2023 (approximately 2.5 years ago), and the 3-year TSR gap of 27.5 percentage points versus the peer group does not meet the 35-point trigger threshold; Vaughn brings relevant specialty retail CEO experience.
The 3-year peer group underperformance of 27.5 percentage points does not exceed the 35-point threshold needed to trigger a negative vote; Washington brings technology and marketplace experience with appropriate independence on the audit and compensation committees.
All nine nominees receive a FOR vote. Five Below's 3-year price return of +17.6% (low-positive tier) underperforms the company-disclosed compensation peer group median by 27.5 percentage points, which is below the 35-point threshold required to trigger a negative vote. Two newer directors (Park, Bowman) are exempt from the TSR trigger entirely under the 24-month new-director exemption. No overboarding, attendance, independence, or familial-relationship issues were identified for any nominee.
Say on Pay
✓ FORCEO
Winnie Y. Park
Total Comp
$10,814,084
Prior Support
97%%
CEO Winnie Park received total compensation of approximately $10.8 million in fiscal 2025, which is within a reasonable range for a CEO at a $12.8 billion consumer retail company; approximately 83% of her pay was variable or at-risk, well above the 50-60% minimum threshold, with the largest component being performance stock awards tied to relative total shareholder return over three years. The company's 3-year stock return of +17.6% outperforms the compensation peer group median of -9.9% by 27.5 percentage points, meaning above-benchmark incentive pay is supported by actual shareholder outperformance. The prior Say on Pay vote received 97% support, the company has a robust clawback policy covering both restatements and misconduct, and no concerns around excessive fixed pay, dilution, or pay-for-performance misalignment were identified.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$1,552,600
Non-Audit Fees
$0
KPMG charged only audit fees of $1,552,600 in fiscal 2025 with zero non-audit, audit-related, tax, or other fees, producing a non-audit fee ratio of 0% — well below the 50% threshold that would raise independence concerns. KPMG is a Big 4 firm appropriate for a $12.8 billion market cap company, and auditor tenure was not disclosed so the tenure trigger cannot fire under policy.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Shareholder Proposal – Simple Majority Vote in Company's Governance Documents
The Accountability Board Inc. is not an ideological filer — it is a governance-focused shareholder organization, so the proposal is evaluated on its merits. Eliminating supermajority voting requirements (currently set at 80% of all outstanding shares) is a mainstream governance improvement that increases board accountability and removes an unusually high barrier to shareholder-initiated changes; this type of proposal is broadly supported by major institutional investors including BlackRock and Vanguard and has passed at numerous companies. The board's opposition focuses on procedural concerns about a 'blanket' approach rather than committing to any targeted reform of specific provisions, and the company's otherwise shareholder-friendly governance framework (annual director elections, majority voting) makes the continued existence of 80% supermajority thresholds stand out as an outlier that should be addressed.
Overall Assessment
The 2026 Five Below annual meeting ballot is largely uncontroversial: all nine director nominees receive FOR votes as the company's stock has outperformed its compensation peer group over three years, KPMG is ratified with a clean fee profile, and the Say on Pay program earns support given a well-structured performance-linked pay design and strong prior-year shareholder approval of 97%. The one area of shareholder interest is Proposal 4, where a governance-focused shareholder proposal to eliminate 80% supermajority voting requirements receives a FOR vote because the ask is a mainstream governance improvement and the board has not committed to any targeted reform.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing