Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain


          Officers.


Election of a New Director

On September 29, 2020, the Board of Directors (the "Board") of Five Below, Inc. (the "Company") increased its size from nine to ten members. Zuhairah Scott Washington was elected as a Class III director, upon the recommendation of the Board's Nominating and Corporate Governance Committee (the "Nominating Committee"), effective immediately, to fill the new directorship created by the increase to the size of the Board. Ms. Washington will serve the remainder of the Class III term which expires at the 2021 annual meeting of shareholders and is expected to be nominated for reelection to the Board at the 2021 annual meeting of shareholders. The Board also appointed Ms. Washington as a member of the Nominating Committee.

The Board determined that Ms. Washington qualifies as an independent director under the director independence standards set forth in the rules and regulations of the Securities and Exchange Commission (the "SEC") and the applicable listing standards of The Nasdaq Stock Market LLC (the "Nasdaq Rules").

In connection with her election Ms. Washington was granted an initial equity award of 774 restricted stock units (the "Initial Grant") that will vest at the Company's next annual shareholders meeting subject to her continued Board service. The Initial Grant was made pursuant to the Company's Compensation Policy for Non-Employee Directors, as amended, and the Company's Amended and Restated Equity Incentive Plan.

Ms. Washington has no arrangement or understanding with any other persons pursuant to which she was selected as a director. There are no transactions in which Ms. Washington has an interest requiring disclosure under Item 404(a) of Regulation S-K.




Item 8.01 Other Events.

On September 29, 2020, the Company issued a press release announcing the appointment of Zuhairah Scott Washington to the Board. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated in this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit
Number       Exhibit Description

99.1           Press Release, dated September 29, 2020

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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