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): December 4, 2014
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.) |
1818 Market Street
Suite 2000
Philadelphia, PA 19103
(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)
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)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Changes in Executive Officers
On December 4, 2014, the Board of Directors (the “ Board ”) of Five Below, Inc. (the “ Company ”) appointed Thomas G. Vellios as Executive Chairman effective February 1, 2015. In addition, the Board appointed Joel D. Anderson as Chief Executive Officer effective on February 1, 2015. In connection with Mr. Anderson’s appointment, the Company and Mr. Anderson amended his employment letter, dated June 8, 2014, to reflect his new responsibilities as Chief Executive Officer.
On December 4, 2014, David Schlessinger resigned from the position of Executive Chairman effective 11:59 p.m. Eastern Standard Time on January 31, 2015. Mr. Schlessinger will continue to serve on the Board after his resignation as Executive Chairman. On December 4, 2014, Mr. Vellios resigned from the position of Chief Executive Officer effective 11:59 p.m. Eastern Standard Time on January 31, 2015.
The above summary of the amendment to Mr. Anderson’s employment letter is qualified in its entirety by the full text of the amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Election of a New Director
Effective February 1, 2015, the Board increased its size from seven to eight members. Joel D. Anderson was elected as a Class II director effective February 1, 2015 to fill the vacancy created by the increase in the size of the Board to serve until the 2017 annual meeting of shareholders, subject to his nomination and election at the 2015 annual meeting of shareholders.
| Item 8.01. | Other Events. |
On December 4, 2014, the Company issued a press release announcing the changes to the executive officers and the Board as described above. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 10.1 | Amendment, dated December 4, 2014 to Employment Letter, dated June 8, 2014, by and between Joel D. Anderson and Five Below, Inc. | |
| 99.1 | Press Release, dated December 4, 2014, announcing the changes to the executive officers and the board of directors. | |
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.
| Five Below, Inc. | ||||||||
| Date: December 4, 2014 | By: |
/s/ Kenneth R. Bull |
||||||
| Name: | Kenneth R. Bull | |||||||
| Title: | Chief Financial Officer and Treasurer | |||||||
EXHIBIT INDEX
|
Exhibit
|
Exhibit |
|
| 10.1 | Amendment, dated December 4, 2014 to Employment Letter, dated June 8, 2014, by and between Joel D. Anderson and Five Below, Inc. | |
| 99.1 | Press Release, dated December 4, 2014, announcing the changes to the executive officers and the board of directors. | |
Exhibit 10.1
Five Below, Inc.
1818 Market Street, Suite 1900
Philadelphia, PA 19103
December 4, 2014
Personal and Confidential
VIA HAND DELIVERY
Joel D. Anderson
Re: Amendment to Employment Terms
Dear Joel:
Reference is hereby made to the employment letter agreement dated as of June 8, 2014 the (“ Employment Agreement ”) by and between Five Below, Inc. (the “ Company ”) and Joel D. Anderson (“ Executive ” or “ you ”).
Pursuant to its terms, the Employment Agreement may not be amended or revised except by a writing signed by both you and the Company. Accordingly, each of the Company and you desire to enter into this letter amendment (this “ Amendment ”) in order to modify and amend the Employment Agreement as follows:
(1) Effective February 1, 2015, the heading entitled “POSITION” in the Employment Agreement will be amended and restated in its entirety to read as follows:
“POSITION: President and Chief Executive Officer (“ CEO ”).”
(2) Effective February 1, 2015, the heading entitled “REPORTING” in the Employment Agreement will be amended and restated in its entirety to read as follows:
“REPORTING: The Company’s Board of Directors (the “ Board ”).”
(3) Effective February 1, 2015, the heading entitled “DUTIES” in the Employment Agreement will be amended and restated in its entirety to read as follows:
“DUTIES: You agree to perform all duties required as President and CEO of the Company, as determined and assigned by the Board from time to time, including, without limitation, supervision and control over, and responsibility for, the general management and overall policy of the Company. Your employment will be on a full-time and exclusive basis, and you agree that you will not accept other employment or engage in any activity that would impair or interfere with the performance of your duties to the Company, whether or not for compensation, without the express written consent of the Board.”
(4) Effective as of the date of this Amendment, the following paragraph is added as the third paragraph under the heading entitled “TERMINATION” in the Employment Agreement:
“Upon cessation of your employment for any reason, you will immediately resign as a member of the Board and from any and all other positions you then hold with the Company and/or its affiliates.”
(5) Effective as of the date of this Amendment, the language in the first bullet under the heading entitled “SEVERANCE” will be amended and restated in its entirety to read as follows:
| “* | Upon a termination of your employment (i) by the Company without Cause, or (ii) by you for Good Reason, in each case within 18 months after the Effective Date, you will also be entitled to: ” |
(6) Effective as of the date of this Amendment, the language in the second bullet under the heading entitled “SEVERANCE” will be amended and restated in its entirety to read as follows:
| “* | 24 months of Base Salary continuation following such termination, payable in accordance with the Company’s normal payroll practices in effect from time to time and such payments will commence on the first payroll date of the Company following the thirtieth (30th) day after the termination of your employment (the “ First Payroll Date ”), subject to any delay required under Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”). The portion of the severance pay that would have been paid to you during the period between the termination of your employment and the First Payroll Date had no thirty-day delay been required will be paid to you in a lump sum on the First Payroll Date and thereafter the remaining portion of the severance pay will be paid without delay as provided in this paragraph; and” |
(7) Effective February 1, 2015, the definition of “Good Reason” under the heading entitled “SEVERANCE” in the Employment Agreement will be amended and restated in its entirety to read as follows:
“ “ Good Reason ” means (i) a material diminution in your Base Salary or Performance Bonus target; (ii) a material, adverse change in your authority, duties, title or responsibilities from those in effect on February 1, 2015; (iii) a requirement that you report to anyone other than the Board; (iv) any willful action or inaction that constitutes a material breach by the Company of any of its covenants or obligations under this Agreement; or (v) the relocation of the geographic location of your principal place of employment by more than 50 miles from the Company’s principal executive office on February 1, 2015; provided, that, no event described above shall constitute “Good Reason” unless (x) you provide written notice of the event within the 60-day period following the occurrence of such Good Reason event, and (y) the Company has not cured such event within 30 days of receipt of such notice. For the avoidance of doubt, Good Reason shall not exist hereunder unless and until the thirty-day cure period following receipt by the Company of your written notice expires and the Company shall not have cured such circumstances, and in such case your employment shall terminate for Good Reason if you provide notice to the Company within 15 days following the expiration of such thirty-day cure period that you wish to resign on account of “Good Reason,” and your termination date shall become effective on the first business day following the end of your 15 day notice period.”
(8) Effective February 1, 2015, the fourth paragraph under the heading entitled “MISCELLANEOUS” in the Employment Agreement will be amended and restated in its entirety to read as follows:
“Any notice, request, instruction or other document given under this Agreement shall be in writing and shall be addressed and delivered, in the case of the Company, to the Board (or its designee) at the principal office of the Company and, in your case, to your address as shown in the records of the Company or to such other address as may be designated in writing by either party.”
Additionally, you will be elected to serve on the Board effective February 1, 2015, subject to you becoming the Company’s Chief Executive Officer on that date.
All terms of the Employment Agreement, except as expressly modified by this Amendment, are hereby acknowledged and ratified.
If you are in agreement with the terms of this Amendment, please execute and return a fully executed copy of this Amendment to me.
| Sincerely, | ||
| FIVE BELOW, INC. | ||
|
/s/ Thomas G. Vellios |
||
| By: Thomas G. Vellios | ||
| Title: | Chief Executive Officer | |
Agreed on this 4th day of December, 2014:
|
/s/ Joel D. Anderson |
|
Joel D. Anderson |
Exhibit 99.1
Press contact:
Jessica Liddell
ICR, Inc.
FivePR@icrinc.com
203-682-8200
Investor Contact:
Farah Soi
ICR, Inc.
203-682-8200
FIVE BELOW APPPOINTS JOEL ANDERSON CEO
Tom Vellios Appointed Executive Chairman; David Schlessinger Remains on the Board
PHILADELPHIA, PA—December 4, 2014— Five Below, Inc. (NASDAQ: FIVE ), the leading retailer of trend-right, high-quality, extreme-value merchandise for pre-teens, teens and beyond, today announced that Joel Anderson, President and COO of Five Below has been appointed President and Chief Executive Officer and elected as a member of the Company’s Board of Directors, effective February 1, 2015. Current CEO and Co-founder, Tom Vellios will work with Mr. Anderson in the coming months to ensure a smooth and orderly transition and will remain active in the Company in the role of Executive Chairman. Current Executive Chairman and Co-Founder David Schlessinger will remain on the Board of Directors and continue to support Joel and the entire Five Below team.
“Over the last 12 years, we have built an incredibly exciting retail brand with a very loyal customer base and universal appeal, passionate associates and supportive shareholders,” said Tom Vellios. “As proud as we are about where Five Below is today, we are even more optimistic about the future. With only 366 stores today, there is a long runway for growth. With that in mind, a smooth leadership transition has always been a part of the plan and, in Joel, we believe we have found the right leader to help realize the full potential of this amazing growth opportunity. Since joining the Company, Joel has hit the ground running, immersing himself in all aspects of the business, in particular merchandising, marketing and stores. With an exceptionally strong and diverse retail background, we are confident Joel has the right vision, discipline and expertise to continue to deliver on the promise of newness and value to our customers, while also delivering consistent and profitable growth to our shareholders.”
“Since joining Five Below, I have worked closely with Tom, David and the team and have the highest regard for the talented group of people at Five Below and the differentiated customer value proposition,” said Joel Anderson. “This is a truly unique concept in the retail industry with a tremendous growth opportunity. I am honored to have the privilege to lead this exciting brand and feel fortunate to have Tom as a resource, and benefit from his continued involvement in the business as Executive Chairman.”
“A succession plan and smooth transition of leadership at Five Below is something that Tom and I, together with the Board, have been working on for a while now,” said David Schlessinger. “I know I speak for the entire Five Below team and the Board when I say that Joel is the right person for the job. This is the right time and the right team to lead this great company to new heights.”
Mr. Anderson joined Five Below in July 2014, bringing more than 20 years of experience in the retail sector, most recently as President and CEO of Walmart.com, the multi-billion dollar U.S. dotcom business unit. He oversaw all aspects of the business including merchandising, marketing, operations and overall site experience. Additionally, he successfully accelerated the strategy from a pure play dotcom to a multi-channel retailer. Prior to joining Wal-Mart, Mr. Anderson was responsible for all aspects of the retail and direct business units at Lenox Group. He previously spent twelve years at Toys “R” Us, Inc. in various roles and activities including marketing, dotcom, new ventures and operations.
In a separate press release issued today, Five Below announced the Company’s third quarter fiscal 2014 financial results. To view the release or for more information, please visit the Company’s investor relations website at http://investor.fivebelow.com/releases.cfm .
About Five Below:
Five Below is a rapidly growing specialty value retailer offering a broad range of trend-right, high-quality merchandise targeted at the teen and pre-teen customer. Five Below offers a dynamic, edited assortment of exciting products in a fun and differentiated store environment, all priced at $5 and below, including select brands and licensed merchandise across a number of category worlds: Style , Room , Sports , Tech , Crafts , Party , Candy, and Now . Five Below is headquartered in Philadelphia. For more information, visit www.fivebelow.com.
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 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 relating to the Company’s strategy and expansion plans, the availability of suitable new store locations, risks that consumer spending may decline and that U.S. and global macroeconomic conditions may worsen, risks related to the Company’s continued retention of its senior management and other key personnel, risks relating to changes in consumer preferences and economic conditions, risks relating to extreme weather, risks relating to the Company’s distribution centers, quality or safety concerns about the Company’s merchandise, events that may affect the Company’s vendors, increased competition from other retailers including online retailers, risks relating to cyber security, risks relating to trade restrictions, risks associated with leasing substantial amounts of space, and other factors that are set forth in the Company’s filings with the Securities and Exchange Commission (“SEC”), including risk factors contained in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2014 filed with the SEC 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.
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