FIVE BELOW, INC. (NASDAQ:FIVE) Files An 8-K Submission of Matters to a Vote of Security Holders

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

On June20, 2017, the Company held its Annual Meeting of
Shareholders (the Annual Meeting). A
total of 55,102,071 shares of the Companys common stock were
entitled to vote as of April25, 2017, the record date for the
Annual Meeting, of which 51,877,353 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 three Class II Directors to hold office until the
2020 Annual Meeting of Shareholders.

PROPOSAL 2: Ratification of the appointment of
KPMG LLP as the Companys independent registered public accounting
firm for the current fiscal year ending February3, 2018.

About FIVE BELOW, INC. (NASDAQ:FIVE)

Five Below, Inc. is a specialty retailer offering a range of merchandise for teen and pre-teen customer. The Company offers an assortment of products, including select brands and licensed merchandise across a range of categories, including Style, Room, Sports, Tech, Crafts, Party, Candy and Now. The Company’s product groups include leisure, fashion and home, and party and snack. Its Leisure includes items, such as sporting goods, games, toys, tech, books, electronic accessories, and arts and crafts. Its Fashion and home includes items, such as personal accessories, attitude t-shirts, beauty offerings, home goods and storage options. Its Party and snack includes items, such as party and seasonal goods, greeting cards, candy and other snacks, and beverages. The Company operates approximately 430 locations across over 30 states throughout the Northeast, South and Midwest regions of the United States. The Company’s typical store features approximately 4,000 stock-keeping units (SKUs).