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

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On June 15, 2021, the Board of Directors (the "Board") of Five Below, Inc. (the "Company") approved and adopted the Five Below, Inc. Nonqualified Deferred Compensation Plan (the "Plan") and a related, irrevocable grantor trust (the "Trust"), effective July 1, 2021. The Plan was adopted to allow management or highly compensated employees to defer compensation in a manner intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). All of the Company's executive officers will be eligible to participate in the Plan.

Payments under the Plan will be made from the general assets of the Company or from the assets of the Trust. The Company is not required to fund the Trust, but once funded, assets of the Trust would only be used to pay benefits under the Plan and expenses of the Trust. However, in the event of the Company's insolvency, the assets of the Trust would be subject to the claims of the Company's general creditors.

A Plan participant may elect to defer into the Plan up to eighty-percent (80%) of his or her annual base salary and annual bonus. In addition, 100% of amounts refunded from the Company's 401(k) plan as a result of certain Code limits will be automatically deferred into the Plan. The Plan also permits (but does not require) the Company to make discretionary credits to participants' Plan accounts. While all participant deferrals will be fully vested under the Plan, Company discretionary credits will be subject to five-year graded vesting, subject to accelerated vesting upon death, disability or attainment of age 65. Each participant's deferred compensation account will be deemed invested in investment vehicles selected by the participant from a list made available by the Plan's administrator from time to time. These investment alternatives will generally be mutual funds similar to those available under the Company's 401(k) plan. Plan distributions will be made in a lump sum or annual installments at such times as elected by participants in accordance with the Plan's terms.

The forgoing description is qualified in its entirety by reference to the Plan, its Adoption Agreement and the related Trust Agreement, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3 and incorporated into this Current Report on Form 8-K by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 15, 2021, Five Below, Inc. (the "Company") held its Annual Meeting of Shareholders (the "Annual Meeting"). A total of 55,992,439 shares of the Company's common stock were entitled to vote as of April 20, 2021, the record date for the Annual Meeting, of which 51,420,142 were present in person or by proxy at the Annual Meeting. The following is a summary of the final voting results for each matter presented to shareholders.

PROPOSAL 1: Election of four Class III Directors to hold office until the 2024 Annual Meeting of Shareholders.





                                                                              Broker
Nominee                      For            Against        Abstentions       Non-Votes
Dinesh S. Lathi            48,501,819       1,312,100            66,071       1,540,152
Richard L. Markee          47,699,703       2,115,057            65,230       1,540,152
Thomas G. Vellios          47,267,039       2,548,882            64,069       1,540,152
Zuhairah S. Washington     49,349,744         464,517            65,729       1,540,152

PROPOSAL 2: Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending January 29, 2022.

For Against Abstentions Broker Non-Votes 51,152,200 201,113 66,829

             -

PROPOSAL 3: Approval on an advisory (non-binding) basis of the Company's named executive officer compensation.





   For        Against     Abstentions   Broker Non-Votes
33,104,637   15,524,321    1,251,032       1,540,152

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Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit
Number       Exhibit Description

10.1           The Five Below, Inc. Nonqualified Deferred Compensation Plan

10.2           The Five Below, Inc. Nonqualified Deferred Compensation Plan
             Adoption Agreement

10.3           Trust Agreement under the Five Below, Inc. Nonqualified Deferred
             Compensation Plan

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

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