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): March 11, 2016
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. |
2016 Named Executive Compensation
On March 11, 2016, in connection with its annual review of executive compensation, the Compensation Committee (the “ Compensation Committee ”) of the Board of Directors (the “ Board ”) of Five Below, Inc. (the “ Company ”) approved the following compensation packages for the current fiscal year ending January 28, 2017 for the executive officers named below:
|
Named Executive Officer |
Base
Salary |
Annual Long-Term
Equity Incentive Award |
Annual Incentive
Compensation Target Bonus (% of Base Salary) |
|||||||||
|
Joel D. Anderson , Chief Executive Officer and President |
$ | 750,000 | $ | 1,700,000 | 100 | % | ||||||
|
Kenneth R. Bull , Chief Financial Officer and Treasurer |
$ | 450,000 | $ | 350,000 | 60 | % | ||||||
|
Eric M. Specter , Chief Administrative Officer |
$ | 500,000 | $ | 350,000 | 60 | % | ||||||
|
Michael F. Romanko , EVP of Merchandising |
$ | 450,000 | $ | 350,000 | 60 | % | ||||||
On March 11, 2016, the executive officers received the annual long-term equity incentive awards described above, of which 75% was comprised of performance-based restricted stock units and 25% was comprised of stock options.
In addition, the Compensation Committee approved four achievement levels at which cash bonuses can be earned under the Company’s annual incentive compensation program, ranging from 50% to 150% of the executive officer’s target bonus percentage of base salary, which will be interpolated proportionately if attainment of a goal is between the applicable levels.
The nature of the performance metrics for both the performance-based restricted stock unit component of the annual long-term equity incentive program and the annual incentive compensation program are materially consistent with the previously disclosed metrics.
The Compensation Committee also approved a one-time long-term equity incentive award to Mr. Romanko with an aggregate grant date value of $150,000, comprised of 2,862 performance-based restricted stock units and 1,985 options. There were no changes to Thomas G. Vellios’ previously disclosed compensation levels.
Eric M. Specter Employment Letter Amendment
On March 11, 2016, the Company and Mr. Specter amended his employment letter, dated May 21, 2014, to change to Mr. Specter’s annual long-term equity incentive award to $350,000, subject to annual review for change by the Board or the Compensation Committee. The summary of the amendment to Mr. Specter’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.
| Item 9.01 | Financial Statements and Exhibits. |
| (d | ) | Exhibits | ||
| 10.1 | Amendment, dated March 11, 2016, to Employment Letter, dated May 21, 2014, by and between Eric M. Specter 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.
| Date: March 17, 2016 | By: |
/s/ Kenneth R. Bull |
||
| Name: Kenneth R. Bull | ||||
| Title: Chief Financial Officer and Treasurer |
EXHIBIT INDEX
|
Exhibit No. |
Description |
|
| 10.1 | Amendment, dated March 11, 2016, to Employment Letter, dated May 21, 2014, by and between Eric M. Specter and Five Below, Inc. | |
Exhibit 10.1
Five Below, Inc.
1818 Market Street, Suite 2000
Philadelphia, PA 19103
March 11, 2016
Personal and Confidential
VIA HAND DELIVERY
Eric M. Specter
Re: Amendment to Employment Terms
Dear Eric:
Reference is hereby made to the employment letter agreement dated as of May 21, 2014 (the “ Employment Agreement ”) by and between Five Below, Inc. (the “ Company ”) and Eric M. Specter (“ 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 as of the date hereof, the paragraph entitled “LTIP” in the Employment Agreement is hereby amended and restated in its entirety to read as follows:
“Commencing with the Company’s 2016 fiscal year, you will be eligible for an annual equity grant pursuant to the Company’s long-term incentive program, with a targeted annual grant value equal to $350,000. Such equity grant shall be delivered and vested, subject to the same terms and conditions as equity grants made to the Company’s other senior executive officers. Commencing with the Company’s 2017 fiscal year, the target grant value of your annual equity grant will be subject to annual review for change by the Board or the Compensation Committee.”
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/ Joel D. Anderson |
||
| By: | Joel D. Anderson | |
| Title: | President and CEO | |
| Agreed on this 11 th day of March, 2016: |
|
/s/ Eric M. Specter |
| Eric M. Specter |