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): February 18, 2015
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. |
As previously disclosed, the Board of Directors (the “ Board ”) of Five Below, Inc. (the “ Company ”) appointed Thomas G. Vellios as Executive Chairman effective February 1, 2015. In connection with Mr. Vellios’ appointment, on February 18, 2015, the Company and Mr. Vellios amended his employment letter, dated October 14, 2010, as amended, to reflect Mr. Vellios’ position and compensation as Executive Chairman, effective as of February 1, 2015. Pursuant to the amendment, Mr. Vellios will be entitled to a base salary of $600,000 and an annual performance bonus of 50% of his salary.
The above summary of the amendment to Mr. Vellios’ 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.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 10.1 | Amendment, dated February 18, 2015 to Employment Letter, dated October 14, 2010, as amended, by and between Thomas G. Vellios and Five Below, Inc. |
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: February 23, 2015 | By: |
/s/ Kenneth R. Bull |
||||||
| Name: | Kenneth R. Bull | |||||||
| Title: | Chief Financial Officer and Treasurer | |||||||
EXHIBIT INDEX
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Exhibit
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Exhibit |
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| 10.1 | Amendment, dated February 18, 2015, to Employment Letter, dated October 14, 2010, as amended, by and between Thomas G. Vellios and Five Below, Inc. | |
Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT (this “ Amendment ”), effective February 1, 2015, is made by and between FIVE BELOW, INC. (the “ Company ”), and THOMAS VELLIOS (“ Executive ”).
WHEREAS , the Company and Executive are parties to an employment letter agreement, dated October 14, 2010, as amended on September 28, 2011 (the “ Agreement ”); and
WHEREAS , the Company and Executive wish to further amend the Agreement to reflect Executive’s voluntary resignation as the Company’s Chief Executive Officer, which was effective as of January 31, 2015.
NOW THEREFORE , intending to be legally bound hereby, the parties agree as follows:
1. The section of the Agreement next to the heading “POSITION” is hereby deleted in its entirety and replaced with the following:
“Executive Chairman”
2. The section of the Agreement next to the heading “COMPENSATION” is hereby deleted in its entirety and replaced with the following:
“You will be paid an annual base salary of $600,000, payable in accordance with the Company’s regular payroll practices, effective as of February 1, 2015, which annual base salary will be subject to annual review for increase by the Company’s Board of Directors (the “Board of Directors”) or the Compensation Committee of the Board of Directors (the “Compensation Committee”) commencing with the Company’s 2016 fiscal year.
Commencing with the Company’s 2015 fiscal year, you will be eligible for a target and maximum performance bonus of 50% of your annual base salary, subject to satisfaction of pre-established Company performance goals applicable to the Company’s senior executive officers under the Company’s annual management cash bonus plan. Additionally, if the target performance goals are not attained, any lesser performance bonus and/or any threshold bonus that you may receive shall be determined consistent with the Company’s senior executive officers.”
3. The section of the Agreement with the heading “EQUITY” and the section next to such heading are hereby deleted in their entirety.
4. A new section of the Agreement entitled “OTHER TERMINATIONS” shall be added under the section entitled “SEVERANCE” which shall read in its entirety as follows:
“If the Company terminates your employment for “Cause”, or if you resign your employment without “Good Reason,” (including without limitation, any termination of employment due to your voluntary resignation from the Board of Directors or your refusal to stand for reelection to the Board of Directors when the Board of Directors is willing to nominate you for reelection), you will not be entitled to the severance payments and benefits set forth above and you will only be entitled to such portion of your annual base salary earned but unpaid through the date of termination.”
5. The Agreement, as modified by this Amendment, is hereby ratified and confirmed in all respects.
[ signature page follows ]
IN WITNESS WHEREOF, each Company has caused this Amendment to be executed by its duly authorized officer, and Executive has executed this Amendment, in each case on the 18 th day of February, 2015.
| FIVE BELOW, INC. | ||
| By: |
/s/ Joel D. Anderson |
|
| Name: | Joel D. Anderson | |
| Title: | President and Chief Executive Officer | |
|
/s/ Thomas Vellios |
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| THOMAS VELLIOS | ||