FIVE BELOW, INC false 0001177609 0001177609 2024-07-15 2024-07-15

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 15, 2024

 

 

FIVE BELOW, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Pennsylvania   001-35600   75-3000378

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

701 Market Street

Suite 300

Philadelphia, PA 19106

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (215) 546-7909

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common stock   FIVE   The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

☐

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Resignation of Joel D. Anderson as President and Chief Executive Officer and Director

On July 15, 2024, Joel D. Anderson, President and Chief Executive Officer of Five Below, Inc. (the “Company”), notified the Company’s Board of Directors (the “Board”) that he was resigning as President and Chief Executive Officer and a member of the Board effective immediately. Mr. Anderson’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

Appointment of Kenneth R. Bull as Interim President and Chief Executive Officer and Appointment of Thomas G. Vellios as Interim Executive Chairman of the Board

On July 15, 2024, the Board appointed Mr. Kenneth R. Bull, the Chief Operating Officer of the Company, to also serve as the Company’s President and Chief Executive Officer on an interim basis while the Company conducts a search for Mr. Anderson’s permanent replacement.

On July 15, 2024, the Board appointed Thomas G. Vellios, the Company’s Non-Executive Board Chairman, as Executive Chairman of the Board of Directors also on an interim basis.

Biographical and other information about Mr. Bull and Mr. Vellios is included the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 2, 2024.

Neither Mr. Bull nor Mr. Vellios has any family relationships with any director or executive officer of the Company, and there are no arrangements or understandings between Mr. Bull or Mr. Vellios and any other persons pursuant to which Mr. Bull or Mr. Vellios was selected to their interim positions. Neither Mr. Bull, Mr. Vellios, nor any related person of Mr. Bull or Mr. Vellios has a direct or indirect material interest in any existing or currently proposed transaction to which the Company is or may become a party that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

The Board and its Compensation Committee will evaluate the respective compensation of Mr. Bull as Interim President and Chief Executive Officer and Mr. Vellios as Interim Executive Chairman of the Board at a later date.

 

Item 7.01

Regulation FD Disclosure.

On July 16, 2024, the Company issued a press release announcing Mr. Anderson’s resignation, Mr. Bull’s appointment as interim President and Chief Executive Officer and Mr. Vellios’s appointment as interim Executive Chairman of the Board. In the press release, the Company also updated its second quarter fiscal 2024 net sales and earnings guidance based on quarter-to-date results through July 13, 2024. A copy of this press release is attached hereto as Exhibit 99.1 and is being furnished, not filed, under item 7.01 of this Current Report on Form 8-K.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

99.1    Press Release dated July 16, 2024.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: July 16, 2024     Five Below, Inc.
    By:  

/s/ Kristy Chipman

    Name:   Kristy Chipman
    Title:   Chief Financial Officer & Treasurer

Exhibit 99.1

Five Below, Inc. Announces CEO Transition

Kenneth Bull, Chief Operating Officer, appointed interim President and CEO; Tom Vellios, Co-Founder

and Chairman, appointed interim Executive Chairman; Board launches search for permanent CEO

Company provides quarter-to-date sales results and updates guidance for the second quarter of fiscal 2024

PHILADELPHIA, July 16, 2024 – Five Below, Inc. (NASDAQ: FIVE), the trend-right, high-quality extreme-value retailer for tweens, teens and beyond, today announced the appointment of Kenneth Bull as interim President and Chief Executive Officer (CEO), effective immediately.

Joel Anderson has stepped down from his roles of President and CEO, and from the Board of Directors, to pursue other interests. Thomas Vellios, Co-Founder, Non-Executive Chairman and former CEO, is assuming the role of Executive Chairman on an interim basis to support Mr. Bull and the executive leadership team in the transition while the Board conducts a comprehensive search for a permanent CEO.

“I have tremendous confidence in Ken and the senior leadership team who will continue to execute on our growth strategy. Ken has been an integral part of the Five Below team for nearly two decades, including leading the Company for 11 years as CFO and most recently as COO, with significant experience and deep knowledge of our business. He has played a pivotal role in architecting our strategic growth plans and leading key supporting initiatives,” said Mr. Vellios. “With a long runway for continued growth and industry-leading returns on our new stores, we remain focused on driving sales, optimizing margins and providing customers with the exceptional value they expect from Five Below.”

Mr. Vellios continued, “We want to thank Joel for his contributions to Five Below and we wish him the best in the future.”

Mr. Bull commented, “I am honored to step into the role as interim President and CEO of Five Below. Our talented team and I will intensify our focus to deliver WOW product at amazing value to our customers with a one-of-a-kind, fun and engaging store experience. We have a highly experienced management team and a deep bench of talent across the organization whom I am proud to work alongside. As always, we are committed to delivering on our extreme value promise to our customers while driving profitable growth for our shareholders.” Mr. Bull continued, “I am excited about the future and thankful for the leadership, guidance and support from Tom and our Board as we navigate this transition.”

Quarter-To-Date Results and Updated Guidance for the second quarter of Fiscal 2024:

Five Below also announced that total sales for the 10-week period ended July 13, 2024 increased by 9.5% versus the first 10 weeks of the second quarter ended July 8, 2023. Comparable sales decreased 5.0% versus the restated and comparable period ended July 15, 2023. As a result, the Company now expects sales for the fiscal second quarter ending August 3, 2024 to be in the range of $820 million to $826 million and assumes an approximate 6% to 7% decrease in comparable sales. Diluted income per common share is expected to be in the range of $0.53 to $0.56. The Company will announce second quarter results and discuss its third quarter and full year outlook when it reports second quarter earnings.

Forward-Looking Statements:

This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 as contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which reflect management’s current views and estimates regarding the Company’s industry, business strategy, goals and expectations concerning its market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources, store count potential and other financial and operating information. Investors can identify these statements by the fact that they use words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future” and similar terms and phrases. The Company cannot assure investors that future developments affecting the Company will be those that it has anticipated. Actual results may differ materially from these expectations due to risks related to disruption to the global supply chain, risks related to the Company’s strategy and expansion plans, risks related to disruptions in our information technology systems and our ability to maintain and upgrade those systems, risks related to the inability to successfully implement our online retail operations, risks related to cyberattacks or other cyber incidents, risks related to increased usage of machine learning and other types of artificial intelligence in our business, and challenges with properly managing its use; risks related to our ability to select, obtain, distribute and market merchandise profitably, risks related to our reliance on merchandise manufactured outside of the United States, the availability of suitable new store locations and the dependence on the volume of traffic to our stores, risks related to changes in consumer preferences and economic conditions, risks related to increased operating costs, including wage rates, risks related to inflation and increasing commodity prices, risks related to potential systematic failure of the banking system in the United States or globally, risks related to extreme weather, pandemic outbreaks, global political events, war, terrorism or civil unrest (including any resulting store closures, damage, or loss of inventory), risks related to leasing, owning or building distribution centers, risks related to our ability to successfully manage inventory balance and inventory shrinkage, quality or safety concerns about the Company’s merchandise, increased competition from other retailers including online retailers, risks related to the seasonality of our business, risks related to our ability to protect our brand name and other intellectual property, risks related to customers’ payment methods, risks related to domestic and foreign trade restrictions including duties and tariffs affecting our domestic and foreign suppliers and increasing our costs, including, among others, the direct and indirect impact of current and potential tariffs imposed and proposed by the United States on foreign imports, risks associated with the restrictions imposed by our indebtedness on our current and future operations, the impact of changes in tax legislation and accounting standards and risks associated with leasing substantial amounts of space. For further details and a discussion of these risks and uncertainties, see the Company’s periodic reports, including the annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, filed with or furnished to the Securities and Exchange Commission and available at www.sec.gov. If one or more of these risks or uncertainties materialize, or if any of the Company’s assumptions prove incorrect, the Company’s actual results may vary in material respects from those projected in these forward-looking statements. Any forward-looking statement made by the Company in this news release speaks only as of the date on which the Company makes it. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

About Five Below:

Five Below is a leading high-growth value retailer offering trend-right, high-quality products loved by tweens, teens and beyond. We believe life is better when customers are free to “let go & have fun” in an amazing experience filled with unlimited possibilities. With most items priced between $1 and $5, and some extreme value items priced beyond $5 in our incredible Five Beyond Shop, Five Below makes it easy to say YES! to the newest, coolest stuff across eight awesome Five Below worlds: Style, Room, Sports, Tech, Create, Party, Candy and New & Now. Founded in 2002 and headquartered in Philadelphia, Pennsylvania, Five Below today has over 1,600 stores in 43 states. For more information, please visit www.fivebelow.com or find Five Below on Instagram, TikTok, and Facebook @FiveBelow.

Investor Contact

Christiane Pelz

Vice President, Investor Relations & Treasury

Five Below, Inc.

InvestorRelations@fivebelow.com

Media Contact

Jessica Liddell

Partner, ICR

FiveBelowPR@icrinc.com

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Document and Entity Information
Jul. 15, 2024
Cover [Abstract]  
Entity Registrant Name FIVE BELOW, INC
Amendment Flag false
Entity Central Index Key 0001177609
Document Type 8-K
Document Period End Date Jul. 15, 2024
Entity Incorporation State Country Code PA
Entity File Number 001-35600
Entity Tax Identification Number 75-3000378
Entity Address, Address Line One 701 Market Street
Entity Address, Address Line Two Suite 300
Entity Address, City or Town Philadelphia
Entity Address, State or Province PA
Entity Address, Postal Zip Code 19106
City Area Code (215)
Local Phone Number 546-7909
Security 12b Title Common stock
Trading Symbol FIVE
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
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