UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Five Below, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Five Below, Inc.

1818 Market Street

Suite 2000

Philadelphia, PA 19103

Dear Fellow Shareholder:

It is my pleasure to invite you to attend the Annual Meeting of Shareholders of Five Below, Inc. at 9:00 a.m. Eastern Daylight Time on Tuesday,Thursday, June 24, 2014,18, 2015, at the offices of Pepper Hamilton LLP, 3000 Two Logan Square, 18th and Arch Streets, Philadelphia, Pennsylvania 19103.

The following pages contain the formal Notice of the Annual Meeting and the Proxy Statement. If you plan to attend the Annual Meeting and you are a registered shareholder, please bring a valid form of picture identification. If you are a beneficial owner of shares held in “street name” through a bank, broker, or other intermediary, please contact your bank, broker, or other intermediary to obtain evidence of ownership and a legal proxy, which you must bring with you to the Annual Meeting.

At this year’s Annual Meeting, you will be asked to elect as directors the twosix nominees named in the attached Proxy Statement, and ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2015.30, 2016 and vote on an amendment to the Company’s articles of incorporation and a corresponding amendment to the Company’s bylaws.

Your vote is important. Whether you plan to attend the Annual Meeting in person or not, we hope you will vote your shares as soon as possible. Please mark, sign, date, and return the accompanying proxy card or voting instruction form in the postage-paid envelope or instruct us by telephone or via the Internet as to how you would like your shares voted. Instructions are included on the proxy card and voting instruction form.

Notice of Annual Meeting of Shareholders

To Be Held on June 24, 2014

18, 2015 9:00 a.m. Eastern Daylight Time

To the Shareholders of Five Below, Inc.:

Notice is hereby given that the 20142015 Annual Meeting of Shareholders (the “Annual Meeting”) of Five Below, Inc. (the “Company”) will be held at the offices of Pepper Hamilton LLP, 3000 Two Logan Square, 18th and Arch Streets, Philadelphia, Pennsylvania 19103 on Tuesday,Thursday, June 24, 2014,18, 2015, at 9:00 a.m. Eastern Daylight Time. At the Annual Meeting, shareholders will be asked:

1) To elect (i) three Class III directors to hold office until the 2018 annual meeting of shareholders, (ii) one Class I director to hold office until the 2016 annual meeting of shareholders, and (iii) two Class II directors to hold office until the 2017 Annual Meetingannual meeting of Shareholdersshareholders and until their respective successors have been duly elected and qualified;

2) To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the current fiscal year ending January 31, 2015;30, 2016;

3) To vote on an amendment to the Company’s articles of incorporation and a corresponding amendment to the Company’s bylaws to replace the plurality voting standard in the uncontested election of directors with a majority voting standard and make conforming changes; and

3)4) To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

The Boardboard of Directorsdirectors has fixed the close of business on May 6, 2014April 20, 2015 as the record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.

Your vote is important. To be sure your vote counts and assure a quorum, please vote, sign, date and return the enclosed proxy card whether or not you plan to attend the meeting; or if you prefer, please follow the instructions on the enclosed proxy card for voting by Internet or by telephone whether or not you plan to attend the meeting in person.

Philadelphia, Pennsylvania

May 9, 20148, 2015

TABLE OF CONTENTS

We operate on a fiscal calendar widely used by the retail industry that results in a given fiscal year consisting of a 52- or 53-week period ending on the Saturday closest to January 31^st of the following year. References to “fiscal year 2015” or “fiscal 2015” refer to the period from February 1, 2015 to January 30, 2016, which consists of a 52-week fiscal year. References to “fiscal year 2014” or “fiscal 2014” refer to the period from February 2, 2014 to January 31, 2015, which consists of a 52-week fiscal year. References to “fiscal year 2013” or “fiscal 2013” refer to the period from February 3, 2013 to February 1, 2014, which consists of a 52-week fiscal year. References to “fiscal year 2012” or “fiscal 2012” refer to the period from January 29, 2012 to February 2, 2013, which consists of a 53-week fiscal year. References to “fiscal year 2011” or “fiscal 2011” refer to the period from January 30, 2011 to January 28, 2012, which consists of a 52-week fiscal year. References to2015, 2014, 2013, 2012, and 20112012 are to our fiscal years unless otherwise specified.

PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider and you should read the entire Proxy Statement before voting. For information regarding the Company’s fiscal 20132014 performance, please review the Company’s Annual Report to shareholders for the fiscal year ended February 1, 2014.January 31, 2015. As used herein, “Five Below,” the “Company,” “we,” “us,” “our” or “our business” refers to Five Below, Inc. (individually and/or collectively(collectively with its wholly owned subsidiary), except as expressly indicated or the context otherwise requires.

ANNUAL MEETING OF SHAREHOLDERS

VOTING MATTERS

BOARD NOMINEES

The following table provides summary information about each Class II director nominee. Directors areAt the Annual Meeting, directors will be elected annually by a plurality of votes cast.

Name, Age

Director Since

Principal Occupation

Committee Membership*

Principal Occupation

AC

CC

NCGC

Steven J. Collins, 45David M. Mussafer, 51

2010

Managing Director of Advent International Corporation

David Schlessinger, 60

2002

Chairman Emeritus and former Executive Chairman of the Company

Thomas M. Ryan, 61G. Vellios, 60

20112002

RetiredExecutive Chairman and former Chief Executive Officer of the Board of Directors, Company

Joel D. Anderson, 50

2015

President and Chief Executive Officer of CVS Caremark Corporation and Operating Partner of Advent International Corporationthe Company

Catherine E. Buggeln, 54

2015

Retail and Brand Consultant

Kathleen S. Barclay, 59

2015

Senior Vice President of Human Resources of The Kroger Co.

* AC       Audit Committee					CC			Compensation Committee
NCGC Nominating and Corporate Governance Committee								Chair of the Committee

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PROXY STATEMENT

FOR 20142015 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 24, 201418, 2015

This Proxy Statement is being furnished together with our Annual Report for the fiscal year ended February 1, 2014January 31, 2015 in connection with the solicitation of proxies for the Annual Meeting of Shareholders of Five Below, Inc. on June 24, 201418, 2015 (the “Annual Meeting”), and any postponements or adjournments of the meeting. The Annual Meeting will be held at the offices of Pepper Hamilton LLP, 3000 Two Logan Square, 18th and Arch Streets, Philadelphia, Pennsylvania 19103 at 9:00 a.m. Eastern Daylight Time. On or about May 15, 2014,8, 2015, we will mail to each of our shareholders (other than those who previously requested electronic delivery or to whom we are mailing a paper copy) a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review the proxy materials via the internet and how to submit a proxy electronically using the internet.

FREQUENTLY ASKED QUESTIONS

When and where will the meeting take place?

The Annual Meeting will be held on Thursday, June 24, 2014,18, 2015, at 9:00 a.m. Eastern Daylight Time, at the offices of Pepper Hamilton LLP, 3000 Two Logan Square, 18th and Arch Streets, Philadelphia, Pennsylvania 19103.

Why did I receive only a Notice of Internet Availability of Proxy Materials?

As permitted by the Securities and Exchange Commission (the “SEC”), the Company is furnishing to shareholders its notice of the Annual Meeting (the “Notice”), this Proxy Statement and the 20132014 Annual Report primarily over the internet. On or about May 15, 2014,8, 2015, we will mail to each of our shareholders (other than those who previously requested electronic delivery or to whom we are mailing a paper copy) a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) containing instructions on how to access and review the proxy materials via the internet and how to submit a proxy electronically using the internet. The Notice of Internet Availability also contains instructions on how to receive, free of charge, paper copies of the proxy materials. If you received the Notice of Internet Availability, you will not receive a paper copy of the proxy materials unless you request one.

We believe the delivery options that we have chosen will allow us to provide our shareholders with the proxy materials they need, while minimizing the cost of the delivery of the materials and the environmental impact of printing and mailing printed copies.

What is the purpose of this meeting and these materials?

We are providing these proxy materials in connection with the solicitation by our board of directors of proxies to be voted at the Annual Meeting and any adjournments or postponements of the meeting.

At the Annual Meeting, you will be asked to vote on the following matters:

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What are the voting recommendations of the board of directors on these matters?

The board of directors recommends that you vote your shares as follows:

Are all of the Company’s Class IIIII directors standing for re-election to the board of directors at the Annual Meeting?

No. Our board currently has eightYes, all of our Class III directors three of which have terms expiring at the Annual Meeting. Andrew W. Crawford, whose termare standing for re-election.

Why am I being asked to vote on ourdirectors for more than one class?

The board of directors expires atfilled three vacancies since the Annual Meeting, was elected2014 annual meeting of shareholders resulting from two increases to our board of directors pursuant to the shareholders’ agreement, described below under “Board of Directors—Board Composition” because of his affiliation with Advent International Corporation, or Advent, whose Series A 8% convertible preferred stock holdings entitled it to elect up to five directors (prior to the closing of our initial public offering). As of the date of this Proxy Statement, Advent no longer owns any shares of our stock, and, accordingly, our board of directors, in consultation with the nominating and corporate governance committee, has determined not to nominate Mr. Crawford for re-election and will reduce the size of ourthe board to seven directors effective immediately after the expiration ofand one resignation. Mr. Crawford’s term. In addition, Steven J. Collins, who was alsoAnderson is currently serving as a Class II director, having been elected to our board of directors pursuant to the shareholders agreement because of his affiliation with Advent, has expressed his intent to resign fromby the board of directors effective February 1, 2015 to fill a vacancy created by an increase to its size. In addition, Mses. Buggeln and Barclay are currently serving as Class I and II directors, respectively, having been elected on March 10, 2015 by the board of directors to fill vacancies created by an increase to the size of the board and the resignation of Steven J. Collins. Pursuant to our bylaws, any director elected by the board of directors to fill a vacancy (a “Vacancy Director”) may only hold office until the next annual meeting of shareholders and until his or her successor has been duly elected and qualified, subject to his or her earlier death, resignation, disqualification or removal. At the annual meeting of shareholders following the election of a Vacancy Director, the shareholders will have the opportunity to elect a director to fill the vacancy having been filled by the Vacancy Director. The board will nominate a candidate to fill the vacancy, who may be the Vacancy Director. The candidate, if elected, will serve until the annual meeting of shareholders at which the term of office of the class in which the vacancy occurred expires and until such time as the nominatingdirector’s successor shall have been duly elected and corporate governance committee has recruited a replacement director. The nominating and corporate governance committee is conducting a search for a new independent directorqualified, subject to his or directors.her earlier death, resignation, disqualification or removal.

Who is entitled to vote at the Annual Meeting?

The record date for the Annual Meeting is May 6, 2014.April 20, 2015. You have one vote for each share of our common stock that you owned at the close of business on the record date, provided that on the record date those shares were either held directly in your name as the shareholder of record or were held for you as the beneficial owner through a bank, broker, or other intermediary. As of that date, there were 54,267,225             shares of common stock outstanding entitled to vote. There is no other class of voting securities outstanding.

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

Most of our shareholders hold their shares through a bank, broker, or other intermediary (that is, in “street name”) rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

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Shareholder of Record.If your shares are registered directly in your name with our transfer agent, Registrar and Transfer Company,Computershare, you are considered to be the shareholder of record with respect to those shares, and we have sent the Notice of Internet Availability directly to you. As a shareholder of record, you have the right to grant your voting proxy directly to us or to vote in person at the Annual Meeting.

Beneficial Owner.If your shares are held in a stock brokerage account or by a bank or other intermediary, you are considered to be the beneficial owner of shares held in “street name,” and the Notice of Internet Availability has been forwarded to you by your bank, broker, or intermediary (which is considered to be the shareholder of record with respect to those shares). As a beneficial owner, you have the right to direct your bank, broker, or intermediary on how to vote and are also invited to attend the Annual Meeting. Your bank, broker, or intermediary has sent you a voting instruction card for you to use in directing the bank, broker, or intermediary regarding how to vote your shares. However, since you are not the shareholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a proxy, executed in your favor, from the holder of record of such shares.

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What options are available to me to vote my shares?

Whether you hold shares directly as the shareholder of record or through a bank, broker, or other intermediary, your shares may be voted at the Annual Meeting by following any of the voting options available to you below:

You may vote via the Internet.

You may vote via the telephone.

You may vote by mail. If you received a printed set of the proxy materials, you can submit your proxy or voting instructions by completing and signing the separate proxy card or voting instruction form you received and mailing it in the accompanying prepaid and addressed envelope.

You may vote in person at the meeting. All shareholders of record may vote in person at the Annual Meeting. Written ballots will be passed out to anyone who wants to vote at the meeting. However, if you are the beneficial owner of shares held in street name through a bank, broker, or other intermediary, you may not vote your shares at the Annual Meeting unless you obtain a “legal proxy” from the bank, broker, or intermediary that holds your shares, giving you the right to vote the shares at the Annual Meeting.

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Even if you plan to attend the Annual Meeting, we recommend that you submit your proxy or voting instructions in advance to authorize the voting of your shares at the Annual Meeting to ensure that your vote will be counted if you later are unable to attend.

What if I don’t vote for some of the items listed on my proxy card or voting instruction card?

If you properly return your proxy card but do not mark selections, your shares will be voted in accordance with the recommendations of our board of directors. If you indicate a choice with respect to any matter to be acted upon on your proxy card, your shares will be voted in accordance with your instructions.

If you are a beneficial owner and hold your shares in street name through a bank, broker, or other intermediary and do not give voting instructions to the bank, broker, or intermediary, the bank, broker, or other intermediary, as applicable, will determine if it has the discretionary authority to vote on the particular matter. Under

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applicable rules, brokers have the discretion to vote on routine matters, such as the ratification of the selection of accounting firms, but do not have discretion to vote on non-routine matters, including the uncontested election of directors. As a result, if you are a beneficial owner and hold your shares in street name, but do not give your bank, broker, or other intermediary instructions on how to vote your shares with respect to the election of directors, no votes will be cast on your behalf.

If you do not provide voting instructions to your broker, and your broker indicates on its proxy card that it does not have discretionary authority to vote on a particular proposal, your shares will be considered to be “broker non-votes” with regard to that matter. Proxy cards that reflect a broker non-vote with respect to at least one proposal to be considered at the Annual Meeting (so long as they do not apply to all proposals to be considered) will be considered to be represented for purposes of determining a quorum but generally will not be considered to be entitled to vote with respect to that proposal. Broker non-votes are not counted in the tabulation of the voting results with respect to proposals that require a plurality of the votes cast or proposals that require a majority of the votes cast.

How is a quorum determined?

The representation, in person or by proxy, of holders entitled to cast at least a majority of the votes entitled to be cast at the Annual Meeting constitutes a quorum at the Annual Meeting. Abstentions, broker votes and broker non-votes (only when accompanied by broker votes with respect to at least one matter at the meeting) are considered present and entitled to vote for purposes of establishing a quorum for the transaction of business at the Annual Meeting. If a quorum is not present by attendance at the Annual Meeting or represented by proxy, the shareholders present by attendance at the meeting or by proxy may adjourn the Annual Meeting, until a quorum is present. If a new record date is fixed for the adjourned meeting, we will provide notice of the adjourned meeting to each shareholder of record entitled to vote at the meeting.

What vote is required to approve each proposal at the Annual Meeting?

With respect to Proposal No. 1, you may vote FOR oneany or bothall of the nominees or WITHHOLD your vote as to one or bothany of the nominees. The twosix nominees receiving the most FOR votes will be elected. A properly executed proxy

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marked WITHHOLD with respect to the election of one or more directors will not be voted with respect to the director or directors indicated. Proxies may not be voted for more than twosix directors and shareholders may not cumulate votes in the election of directors.

With respect to Proposal No.Nos. 2 and 3, you may vote FOR, AGAINST or ABSTAIN.

If you abstain from voting on any of these matters, your shares will be counted as present and entitled to vote on that matter for purposes of establishing a quorum, but will not be counted for purposes of determining the number of votes cast.

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Can I change my vote or revoke my proxy?

Yes. Any shareholder of record has the power to change or revoke a previously submitted proxy at any time before it is voted at the Annual Meeting by:

For shares held in street name, you may revoke any previous voting instructions by submitting new voting instructions to the bank, broker, or intermediary holding your shares by the deadline for voting specified in the voting instructions provided by your bank, broker, or intermediary. Alternatively, if your shares are held in street name and you have obtained a legal proxy from the bank, broker, or intermediary, giving you the right to vote the shares at the Annual Meeting, you may revoke any previous voting instructions by attending the Annual Meeting and voting in person.

Are there other matters to be voted on at the Annual Meeting?

We do not know of any other matters that may come before the Annual Meeting other than Proposals 1, 2 and 23 included herein. If any other matters are properly presented at the Annual Meeting, the persons named as proxies in the enclosed proxy card intend to vote or otherwise act in accordance with their judgment on the matter.

Is a list of shareholders available?

The names of shareholders of record entitled to vote at the Annual Meeting will be available for review by shareholders at the Annual Meeting.

Where can I find the voting results?

Preliminary voting results will be announced at the Annual Meeting, and final voting results will be reported in a Current Report on Form 8-K, which we will file with the SEC within four business days following the Annual Meeting.

Who is soliciting proxies, how are they being solicited, and who pays the cost?

The solicitation of proxies is being made on behalf of our board of directors and we will bear the costs of the solicitation. This solicitation is being made by mail and through the Internet, but also may be made by telephone or in person. We will reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for sending proxy materials to shareholders and obtaining their votes.

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What do I need to do if I intend to attend the Annual Meeting?

Attendance at the Annual Meeting will be limited to shareholders as of the record date or their duly-appointed proxies. Please note that if you attend the Annual Meeting, you may be asked to present valid picture identification, such as a driver’s license or passport. If you are a shareholder holding stock in brokerage accounts or by a bank or other intermediary, you may be required to show a brokerage statement or account statement reflecting your stock ownership as of the record date, but in order to vote your shares at the Annual Meeting, you must obtain a “legal proxy” from the bank or brokerage firm that holds your shares. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting.

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BOARD OF DIRECTORS

Our bylaws provide that the number of members of our board of directors shall be as fixed by our board from time to time. The number of members of our board is currently fixed at eightnine and is divided into three classes with staggered three-year terms. Because one of our existing directors has not been nominated for re-election at the Annual Meeting, the board will reduce the size of the board to seven members effective immediately upon the expiration of Mr. Crawford’s term at the Annual Meeting.

Unless otherwise specified in the proxy, the shares voted pursuant thereto will be cast for each of Messrs. CollinsMussafer, Schlessinger, Vellios and Ryan.Anderson and Mses. Buggeln and Barclay. If, for any reason, at the time of election, any of the nominees named should decline or be unable to accept his or her nomination or election, it is intended that such proxy will be voted for a substitute nominee, who would be recommended by our board of directors. Our board of directors, however, has no reason to believe that any of the nominees will be unable to serve as a director.

The following biographical information is furnished as to each nominee for election as a director and each of the current directors.

Nominees for Election to the Board of Directors for a Three-Year Term Expiring at the 2017 Annual Meeting

Steven J. Collins. Mr. Collins, 45, has served as a director since 2010. Mr. Collins, a Managing Director of Advent, which he joined in 1995, currently serves as a director of Kirkland’s, Inc. and several privately held businesses, including Party City Holdings, Inc., Bojangles’ Restaurants, Inc. and Charlotte Russe Holding, Inc., and previously served as a director of lululemon athletica inc. Mr. Collins’ experience serving as a director of public and private companies and his affiliation with Advent, whose Series A 8% convertible preferred stock holdings entitled it to elect up to five directors (prior to the closing of our initial public offering as described under “—Board Composition”), led to the conclusion that he should serve as a director of Five Below. In connection with the disposition of our common stock held by Advent, Mr. Collins has expressed his intent to resign from the board of directors at such time as the nominating and corporate governance committee has recruited a replacement director.

Thomas M. Ryan. Mr. Ryan, 61, has served as a director since 2011. In 2011, Mr. Ryan became an operating partner of Advent as a part of its Operating Partner Program. Prior to joining our board of directors, Mr. Ryan served as the Chairman of the board of directors, President and Chief Executive Officer of CVS Caremark Corporation, a retail pharmacy and healthcare corporation, until he retired in 2011. Mr. Ryan became the Chief Executive Officer of CVS Corporation in 1998 and he also served as the Chairman of the board of directors of CVS Corporation from 1999 to 2007. In 2007, Mr. Ryan again became the chairman of CVS Caremark Corporation’s board of directors. Mr. Ryan currently serves as a director of Yum! Brands, Inc. and Vantiv, Inc. and previously served as a director of Bank of America Corporation. Mr. Ryan’s experience in the retail industry, as both an executive officer and director of a large retail company, led to the conclusion that he should serve as a director of Five Below.

Members of the Board of Directors Continuing in Office for a Term Expiring at the 20152018 Annual Meeting

David M. Mussafer. Mr. Mussafer, 50,51, has served as a director since 2010. Mr. Mussafer, a Managing Partner of Advent International Corporation, a global private equity firm (“Advent”), which he joined in 1990, currently serves as a director of lululemon athletica inc., Vantiv, Inc. and Charlotte Russe Holding Inc. and previously served as a director of lululemon athletica inc., Dufry AG, Kirkland’s Inc., Party City Holdings, Inc. and a number of privately held businesses. Mr. Mussafer’s experience serving as a director of public and private businesses and his affiliation with Advent,companies led to the conclusion that he should serve as a director of Five Below.

David Schlessinger. Mr. Schlessinger, 59,60, is the co-founder of Five Below and hasChairman Emeritus of our board. Mr. Schlessinger previously served as our Executive Chairman since February 2005. Mr. Schlessinger previously servedfrom 2005 until January 31, 2015 and as our President from 2002 to 2005. Mr. Schlessinger has been a director of Five Below since our incorporation in 2002. Previously, Mr. Schlessinger founded Zany Brainy, Inc., a retail children’s educational products company, in 1991 and served as Zany

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Brainy’s Chief Executive Officer until 1996 and as its Chairman until 1998. He also founded Encore Books, a retail bookstore chain, in 1973 and served as its Chairman and Chief Executive Officer until 1986. Mr. Schlessinger previously served as a director of Destination Maternity Corporation.Corporation from 2002 to 2011. Mr. Schlessinger’s extensive experience in the management, operations and finance of a retail business as well as his knowledge of our companythe Company as a founder has led to the conclusion that he should serve as a director of Five Below.

Thomas G. Vellios. Mr. Vellios, 59,60, is the co-founder of Five Below and Executive Chairman and has served as one of our directors since our incorporation in 2002. Mr. Vellios previously served as our Chief Executive Officer from 2002 until January 31, 2015. Mr. Vellios also served as our President and Chief Executive Officer since 2005. Mr. Vellios has been a director of Five Below since our incorporation in 2002.from 2005 until June 2014. Previously, Mr. Vellios served as President, Chief Executive Officer and a director of Zany Brainy, Inc. Prior to joining Zany Brainy, Mr. Vellios served as Senior Vice President, General Merchandise Manager at Caldor, a regional discount chain and a division of the May Company. Mr. Vellios previously served as a director of Hot Topic, Inc. Mr. Vellios’ extensive experience in the retail industry, his experience with the management, operations and finance of a retail business, and his knowledge of our companythe Company as a founder has led to the conclusion that he should serve as a director of Five Below.

Nominees for Election to the Board of Directors for a One-Year Term Expiring at the 2016 Annual Meeting

Catherine E. Buggeln. Ms. Buggeln, 54, has served as a director since March 2015. Ms. Buggeln has been a consultant to various retailers since 2004. Since 2012, Ms. Buggeln has exclusively provided consulting services to Irving Place Capital Management, L.P., a private equity firm focused on making equity investments in middle-market companies. Ms. Buggeln formerly served as the Senior Vice President of Strategic Planning and New

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Business Development at Coach, Inc., a leading marketer of modern classic American accessories, from 2001 to 2005. Ms. Buggeln is a director of Ascena Retail Group, Inc., where she serves on the audit and compensation committees, and Vitamin Shoppes, Inc., where she serves on the nominating and governance committee. She also previously served as a director of The Timberland Company in 2011. Ms. Buggeln’s extensive experience in the retail industry, in both managerial and director roles, led to the conclusion that she should serve as a director of Five Below.

Nominees for Election to the Board of Directors for a Two-Year Term Expiring at the 2017 Annual Meeting

Joel D. Anderson. Mr. Anderson, 50, has served as a director since February 2015, when he was appointed to serve as our President and Chief Executive Officer. Prior to becoming our President and Chief Executive Officer, Mr. Anderson was our President and Chief Operating Officer from July 2014 until January 31, 2015. Prior to joining Five Below, Mr. Anderson served as President and Chief Executive Officer of Walmart.com, an e-commerce website, from 2011 until 2014 and as the divisional Senior Vice President of the Northern Plains division of Wal-mart Stores, Inc., a global retailer, from 2010 to 2011. Prior to joining Wal-mart Stores, Inc., Mr. Anderson was President of the retail and direct business units for Lenox Group, Inc., a designer, distributor, wholesaler and retailer of fine quality tableware, collectible and other giftware products. Mr. Anderson’s experience in the retail industry as well as his position as our President and Chief Executive Officer led to the conclusion that he should serve as a director of Five Below.

Kathleen S. Barclay. Ms. Barclay, 59, has served as a director since March 2015. Ms. Barclay has served as the Senior Vice President of Human Resources for The Kroger Co., a grocery supermarket company, since 2009. Prior to joining The Kroger Co., Ms. Barclay served in many leadership roles at General Motors Corporation, a multinational automotive corporation, from 1985 to 2010. Most recently she served as General Motors Corporation’s Vice President of Global Human Resources and General Motors University from 1998 to 2009. Ms. Barclay’s management experience with a large-scale retailer led to the conclusion that she should serve as a director of Five Below.

Members of the Board of Directors Continuing in Office for a Term Expiring at the 2016 Annual Meeting

Michael F. Devine, III.Mr. Devine, 55,56, has served as a director since March 2013. Mr. Devine is the former Executive Vice President and Chief Financial Officer and Executive Vice President of Coach, Inc., a leading marketer of modern classic American accessories. Mr. Devine served as Chief Financial Officer since December 2001 and Executive Vice President and Chief Financial Officer since August 2007 both until his retirement in August 2011. Prior to joining Coach, Mr. Devine served from 2000 to 2001, as Senior Vice President and Chief Financial Officer of Mothers Work, Inc., the world’s largestnow Destination Maternity Corporation, a designer, manufacturer and retailer of maternity apparel. Mr. Devine currently serves as a director and member of the audit committees of Deckers Outdoor Corporation and Express, Inc. Mr. Devine previously served as a director and member of the audit committee of Nutrisystem, Inc. Mr. Devine’s extensive experience in the retail industry, as both an executive officer and director, led to the conclusion that he should serve as a director of Five Below.

Ronald L. Sargent. Mr. Sargent, 58,59, has served as a director since 2004. Mr. Sargent has served as the Chief Executive Officer of Staples, Inc., an office supply company, since 2002 and as Chairman of its board of directors since 2005. Prior to becoming Chairman and Chief Executive Officer, Mr. Sargent held a variety of executive positions at Staples, Inc. since joining the company in 1989. Mr. Sargent currently serves as a director of The Kroger Co. and previously served as a director of The Home Depot, Inc. and Mattel, Inc. Mr. Sargent’s experience as an executive officer and director of Staples, Inc. as well as his extensive experience in the retail industry led to the conclusion that he should serve as a director of Five Below.

Members of the Board of Directors Continuing in Office for a Term Expiring at the 2017 Annual Meeting

Thomas M. Ryan. Mr. Ryan, 62, has served as a director since 2011. In 2011, Mr. Ryan became an operating partner of Advent as a part of its Operating Partner Program. Prior to joining our board of directors,

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Mr. Ryan served as the Chairman of the board of directors, President and Chief Executive Officer of CVS Caremark Corporation, now CVS Health, a retail pharmacy and healthcare corporation, until he retired in 2010. Mr. Ryan became the Chief Executive Officer of CVS Corporation in 1998 and he also served as the Chairman of the board of directors of CVS Corporation from 1999 to 2007. Mr. Ryan also served as the chairman of CVS Health’s board of directors from 2007 to 2011. Mr. Ryan currently serves as a director of Yum! Brands, Inc. and Vantiv, Inc. and previously served as a director of Bank of America Corporation. Mr. Ryan’s experience in the retail industry, as both an executive officer and director of a large retail company, led to the conclusion that he should serve as a director of Five Below.

In addition to the information presented above regarding each director’s specific experiences, qualifications, attributes and skills, we believe that all of our directors have a reputation for integrity and adherence to high ethical standards. Each of our directors has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to us and our board. Finally, we value our directors’ experience on other company boards and board committees.

There are no family relationships among any of our directors or executive officers.

Board Composition

Our business and affairs are managed under the direction of our board of directors, which currently consists of eightnine members. Our articles of incorporation and bylaws provide that our board of directors will consist of a number of directors, not less than three nor more than eleven, to be fixed exclusively by resolution of the board of directors.

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Our articles of incorporation provides for a staggered, or classified, board of directors consisting of three classes of directors, each serving staggered three-year terms, which, assuming the election of Mses. Buggeln and Barclay and Mr. Anderson at the Annual Meeting, is as follows:

Upon expiration of the term of a class of directors, directors for that class will be elected for a three-year term at the annual meeting of shareholders in the year in which that term expires. Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation, retirement, disqualification or removal. Any vacancies on our board of directors will be filled only by the affirmative vote of a majority of the directors then in office. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The classification of our board of directors will make it more difficult for a third party to acquire control of us.

Our directors were originally selected pursuant to the terms of a shareholders agreement executed in connection with our 2010 transaction, in which Advent acquired a majority interest in the Company. In accordance with this agreement, as subsequently amended, the holders of our capital stock agreed to vote their shares in favor of the election to our board of directors of five individuals designated by holders of our Series A 8% convertible preferred stock and three designated by our holders of common stock. Accordingly, Messrs. Mussafer, Collins, Crawford, Ryan and Howard D. Ross, the designees of holders of our Series A 8% convertible preferred stock, and Messrs. Sargent, Schlessinger and Vellios, the designees of holders of our common stock, were elected to our board of directors. Mr. Ross resigned from our board of directors in March of 2013. The material provisions of the shareholders agreement were terminated in connection with our initial public offering.

Director Independence

Our board of directors observes all applicable criteria for independence established by The NASDAQ Stock Market LLC and other governing laws and applicable regulations. No director will be deemed to be independent unless our board of directors determines that the director has no relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Messrs. Collins, Devine, Mussafer, Ryan and Sargent and Mses. Buggeln and Barclay are independent as defined under the corporate governance rules of The NASDAQ Stock Market LLC. Of these independent directors, our board has determined that: (i) Messrs. Devine, Ryan and Sargent, who comprise our audit

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committee; (ii) Messrs. CollinsMs. Barclay and Mr. Ryan, who comprise our compensation committee; and (iii) Messrs. Mussafer and Sargent and Ms. Buggeln, who comprise our nominating and corporate governance committee, each satisfy the independence standards for those committees established by the applicable rules and regulations of the SEC and The NASDAQ Stock Market LLC. Our board of directors also determined that Andrew W. Crawford,Steven J. Collins, who resigned in March 2015 as a member of our board of directors whose term will expire at the Annual Meeting and a member of theour compensation and nominating and corporate governance committees until his term expires, iscommittee, was independent as defined under the corporate governance rules of The NASDAQ Stock Market LLC and satisfiessatisfied the independence standards for the compensation and nominating and corporate governance committeescommittee established by the applicable rules and regulations of the SEC and The NASDAQ Stock Market LLC.

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Board Leadership Structure and Board’s Role in Risk Oversight

Our board of directors has no policy with respect to the separation of the offices of Chief Executive Officer and Chairman of the board of directors. It is the board of directors’ view that rather than having a rigid policy, the board of directors, with the advice and assistance of the nominating and corporate governance committee, and upon consideration of all relevant factors and circumstances, will determine, as and when appropriate, whether the two offices should be separate. Currently, our leadership structure separates the offices of Chief Executive Officer and Chairman of the board of directors with Mr. VelliosAnderson serving as our Chief Executive Officer and Mr. SchlessingerVellios serving as Executive Chairman of the board. We believe this is appropriate as it provides Mr. VelliosAnderson with the ability to focus on our day-to-day operations while allowing Mr. SchlessingerVellios to lead our board of directors in its fundamental role of providing advice to and oversight of management. In addition, as Executive Chairman, Mr. SchlessingerVellios remains involved in key matters affecting our business and in implementing our growth strategy.

Our board of directors plays an active role in overseeing management of our risks. Our board of directors regularly reviews information regarding our credit, liquidity and operations, as well as the risks associated with each. Our compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. Our audit committee oversees management of financial risks. Our nominating and corporate governance committee is responsible for managing risks associated with the independence of the board of directors. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our full board of directors plans to keepkeeps itself regularly informed regarding such risks through committee reports and otherwise.

Compensation Risk Analysis

The compensation committee is aware that compensation arrangements, if not properly structured, may encourage inappropriate risk-taking. In designing our compensation programs, the compensation committee seeks to mitigate such risk by providing a meaningful portion of total compensation in the form of equity incentives that are earned over multiple years (to encourage an appropriately long-term focus).

Moreover, while the compensation committee continues to evaluate the implementation of a formal stock ownership guideline for our management team, we note that our Named Executive Officers (as defined below) already maintain a substantial equity ownership position, through direct stock ownership and/or the ownership of option and restricted stock unit awards. We believe that this ownership position provides significant incentives to ensure that the management team’s actions, and the actions of all those reporting to them, are focused on the creation of sustainable shareholder value and the avoidance of excessive risk.

In fiscal 2014, the compensation committee approved the new form of restricted stock unit agreement that provides for the repayment of vested shares or cancellation of unvested shares pursuant to certain awards if it is determined by the compensation committee that gross negligence, intentional misconduct or fraud by the grantee caused or partially caused the Company to restate all or a portion of its financial statements.

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Committees of the Board of Directors

The standing committees of our board of directors include: the audit committee, the compensation committee and the nominating and corporate governance committee. The composition and responsibilities of each standing committee is described below. Members will serve on these committees until their resignation or until otherwise determined by our board of directors. Current copies of the charters for each of these committees are available on our website,www.fivebelow.com, under the “Investor Relations” section.

Audit Committee

Our audit committee oversees our corporate accounting and financial reporting process. The audit committee has the following responsibilities, among other things, as set forth in the audit committee charter:

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Our audit committee consists of Messrs. Devine, Ryan and Sargent. Mr. Devine serves as the chairperson of the audit committee. Mr. Devine was elected as a member of the audit committee and to serve as chairperson of the audit committee in March 2013 following Howard D. Ross’s resignation from both positions.2013. All of the members of the audit committee are independent for purposes of serving on the audit committee and meet the requirements for financial literacy under the applicable rules and regulations of the SEC and The NASDAQ Stock Market LLC. Our board has determined that Mr. Devine is an audit committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication defined under the applicable rules of The NASDAQ Stock Market LLC.

Compensation Committee

Our compensation committee reviews and recommends policies relating to compensation and benefits of our officers and employees. The compensation committee has the following responsibilities, among other things, as set forth in the compensation committee’s charter:

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Our compensation committee consists of Messrs. Collins, CrawfordMs. Barclay and Mr. Ryan. Mr. Ryan serves as the chairperson of the compensation committee. Mr. Ryan was elected chairperson of the compensation committee in March 2013. Prior to his election, Mr. Collins served as the chairperson of the compensation committee. All of the members of the compensation committee are determined to be independent under applicable rules and regulations of the SEC and The NASDAQ Stock Market LLC. Mr. Crawford’s term on our board of directors will expire at the Annual Meeting, at which time he will no longer be a member of the compensation committee. The compensation committee has the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the compensation committee may deem appropriate in its sole discretion.

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Nominating and Corporate Governance Committee

The nominating and corporate governance committee is responsible for making recommendations regarding candidates for directorships and the size and composition of our board. Among other matters, the nominating and corporate governance committee is responsible for the following as set forth in the nominating and corporate governance committee charter:

Our nominating and corporate governance committee consists of Ms. Buggeln and Messrs. Crawford, Mussafer and Sargent. Mr. Sargent serves as the chairperson of the nominating and corporate governance committee. Mr. Sargent was elected chairperson of the nominating and corporate governance committee in March 2013. Prior to his election, Mr. Mussafer served as the chairperson of the nominating and corporate governance committee. All of the members of the nominating and corporate governance committee are determined to be independent under applicable rules and regulations of the SEC and The NASDAQ Stock Market LLC. Mr. Crawford’s term on our board of directors will expire at the Annual Meeting, at which time he will no longer be a member ofIn 2014, the nominating and corporate governance committee.committee engaged Spencer Stuart, an outside search firm, to help identify potential director candidates and to assist by providing background information and assessments of qualifications on potential candidates.

Meetings and Attendance

During fiscal 2013,2014, there were fourfive meetings of the board of directors, fiveseven meetings of the audit committee, three meetings of the compensation committee and one meeting of the nominating and corporate governance committee. Each of our directors except for Mr. Collins, attended at least 75% of the aggregate meetings of the board of directors and the committees of the board of directors on which he served during fiscal 2013.2014. In addition, the

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independent directors meet in executive session at least twice per year without the presence of management. The chairman of the nominating and corporate governance committee chairs these executive sessions of independent directors.

Our board of directors expects its members to attend the annual meetings of shareholders. All of our directors attended the Annual Meeting2014 annual meeting of Shareholders held on May 30, 2013.shareholders. The Company expects that all of its directors will attend this year’s Annual Meeting.

Director Compensation

In fiscal 2013,2014, each of our non-employee directors who is not affiliated with Advent was paid the following pursuant to our Compensation Policy for Non-Employee Directors:

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Each non-employee director has the option to receive some or all of his or her cash retainer in the form of shares of our common stock. Directors do not receive a fee for attending meetings, but they are entitled to reimbursement of travel expenses relating to their service.

Consistent with the recommendations ofIn April 2015, our compensation consultant, Hay Group (“Hay”),committee and board of directors approved an amendment to our Compensation Policy for Non-Employee Directors to permit any directors affiliated with Advent to participate in the policy. In addition, our Compensation Policy for Non-Employee Directors was revised effective March 2014amended to provide that any former employee who served on the board of directors at the time of the termination of such person’s employment with the following modifications applicableCompany will not be eligible to non-employee directorreceive compensation starting with fiscal 2014:

employment termination occurred. Other than the modifications identified above, the Compensation Policy for Non-Employee Directors for fiscal 20142015 is identical to the fiscal 20132014 policy. Pursuant to the amended policy, Mr. Mussafer is entitled to receive a pro-rated portion of the annual cash retainer for fiscal 2015 commencing on March 10, 2015 and an annual equity grant at the Annual Meeting.

The following table sets forth information on compensation of all our non-employee directors for fiscal 2013:2014:

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Additionally, inIn March 2014, our board of directors adopted Stock Ownership Guidelines for non-employee directors upon consulting with, and the recommendation of, Hay.Hay Group. Pursuant to the guidelines, each non-employee director is required to own shares of our common stock having an aggregate fair market value equal to or greater than three (3) times the highest annual cash retainer payable to a non-employee director in the preceding calendar year pursuant to the Compensation Policy for Non-Employee Directors. For purposes of the guidelines, the highest annual cash retainer will include any cash retainer payable in a given calendar year the payment of which is deferred to a later calendar year and the value of shares or other property received in lieu of a cash retainer in a given calendar year. Current non-employeeNon-employee directors at the time the Stock Ownership Guidelines were adopted will have five (5) years from the adoption of the guidelines to attain the specified

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level of equity ownership. Any non-employee director elected following the adoption of the guidelines will have five (5) years from the date of such election to attain the specified level of equity ownership. For purposes of the guidelines, a non-employee director’s holdings include: shares held outright by the non-employee director; vested restricted shares and shares subject to vested but unsettled restricted stock units held by the non-employee director; and shares otherwise beneficially owned by the non-employee director. Our board of directors may waive compliance with the guidelines on a case by case basis, but it is anticipated that waivers will be rare and in the event of such a waiver, the board of directors will develop alternative ownership guidelines that reflect the intent of these guidelines and the non-employee director’s personal circumstances.

Compensation Committee Interlocks and Insider Participation

During the past fiscal year, Messrs. Crawford, Collins Crawford, and Ryan served as members of the compensation committee. EachWe have indemnification agreements with each of our directors, including Messrs. Crawford, Collins Crawford, and Ryan, has relationshipswhich provide such directors with us that require disclosurecontractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted under Item 404 of Regulation S-K under the Securities Exchange Act of 1934, as amended, or Exchange Act.Pennsylvania law. See “Certain Relationships and Related Party Transactions” for more information.

None of these individuals was at any time an officer or an employee of Five Below. In addition, none of our executive officers currently serves, or in fiscal 20132014 served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

Communications with the Board of Directors

Shareholders may initiate in writing any communication with our board of directors or any individual director by sending the correspondence to our Corporate Secretary, c/o Five Below, Inc., 1818 Market Street, Suite 2000, Philadelphia, Pennsylvania 19103. This centralized process assists our board of directors in

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reviewing and responding to shareholder communications in an appropriate manner. Any communication should not exceed 500 words in length and must be accompanied by the following information:

All communications that comply with the above procedural requirements will be relayed to the appropriate member of the board of directors. We will not forward any communications:

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Director Nomination Process

Minimum Qualifications of Directors

The nominating and corporate governance committee of the board of directors is responsible for facilitating director assessments, identifying skills and expertise that candidates should possess, and screening, selecting and recommending candidates for approval of the board of directors. The nominating and corporate governance committee may solicit recommendations for nominees from other members of the board and management. Our nominating and corporate governance committee may also retain professional search firms to identify candidates. The nominating and corporate governance committee seeks to identify, as candidates for director, persons with a reputation for and record of integrity and good business judgment. The nominating and corporate governance committee considers the nature of the expertise and experience required for the performance of the duties of a director of the Company, and such matters as the candidate’s relevant business and industry experience, professional background, age, current employment, community service and other board service. The nominating and corporate governance committee shall also consider the racial, ethnic and gender diversity of the Board.board.

At a minimum, each director will be expected to:

In addition, the committee may consider the following criteria, among others the committee shall deem appropriate, in recommending candidates for election to the board of directors:

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Due consideration will be given to the board’s overall balance of diversity of perspectives, backgrounds and experiences.

If the committee decides, on the basis of its preliminary review of a candidate, to proceed with further consideration of a candidate, the committee will assemble information concerning the background and qualifications of the candidate. The committee may solicit the views of the Company’s senior management and other members of the board of directors regarding the qualifications and suitability of candidates. A member or

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members of the committee will then interview the candidate. The committee may also elect to contact other sources as it deems appropriate to solicit additional information on the candidate. Based on all available information and relevant considerations, the committee will select a candidate who, in the view of the committee, is most suited for membership on the board.

Shareholder Nominations of Directors and Other Business

Our bylaws provide procedures by which a shareholder may nominate individuals for election to our board of directors at any meeting of shareholders or bring business before an annual meeting of shareholders. A shareholder desiring to nominate a director for election to our board of directors, or to bring any other proper business before an annual meeting of shareholders, should deliver a written notice to our Corporate Secretary at our principal executive offices at 1818 Market Street, Suite 2000, Philadelphia, Pennsylvania 19103, no later than the 60^th day nor earlier than the 90^th day prior to the first anniversary of the preceding year’s annual meeting of shareholders. In the event that the date of the annual meeting of shareholders is more than 30 days before or more than 60 days after the anniversary of the preceding year’s annual meeting of shareholders, notice by the shareholder must be so received not earlier than the 90^th day prior to the annual meeting of shareholders and not later than the later of the 60^th day prior to the annual meeting of shareholders or the 15^th day following the day on which public announcement of the date of the meeting is first made by the Company. In the event that a special meeting of shareholders is called at which directors are to be elected pursuant to the notice of that meeting, a shareholder desiring to nominate a director for election to our board of directors at that meeting should deliver a notice to our Corporate Secretary at our principal executive offices at 1818 Market Street, Suite 2000, Philadelphia, Pennsylvania 19103, not later than the later of the 60^th day prior to that meeting or the 15^th day after the public announcement of the date of the meeting and of the nominees proposed by the board to be elected at such meeting nor earlier than the 90^th day prior to that special meeting.

A shareholder’s notice shall set forth:

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Candidates proposed by shareholders in accordance with the procedures set forth in the Company’s bylaws will be considered by the committee under criteria similar to the evaluation of other candidates set forth above in “Minimum Qualifications of Directors,”, except that the committee may consider, as one of the factors in its evaluation of shareholder recommended nominees, the size and duration of the interest of the recommending shareholder or shareholder group in the equity of the Company. The committee may also consider the extent to which the recommending shareholder intends to continue holding its interest in the Company.

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Code of Business Conduct and Ethics

Our code of business conduct and ethics applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The code of business conduct and ethics is available on our website atwww.fivebelow.com. Disclosure regarding any amendments to the code, or any waivers of its requirements for an executive officer or director, will be included in a current report on Form 8-K within four business days following the date of the amendment or waiver, unless posting such information on our website will then satisfy the rules of The NASDAQ Stock Market LLC.

Corporate Governance Guidelines

Our board of directors has adopted corporate governance guidelines that serve as a flexible framework within which our board of directors and its committees operate. These guidelines cover a number of areas including the size and composition of the board, board membership criteria and director qualifications, director responsibilities, board agenda, roles of the Chairman of the board and Chief Executive Officer, meetings of independent directors, committee responsibilities and assignments, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. A copy of our corporate governance guidelines is available on our website atwww.fivebelow.com.

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AUDIT COMMITTEE REPORT

The audit committee of the board of directors assists the board of directors in performing its oversight responsibilities for our financial reporting process and audit process as more fully described in the audit committee’s charter. Management has the primary responsibility for the financial statements and the reporting process. Our independent registered public accounting firm is responsible for performing an independent audit of our financial statements and internal control over financial reporting in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) and to issue reports thereon.

In the performance of its oversight function, the audit committee reviewed and discussed our audited consolidated financial statements and reporting process for the fiscal year ended February 1, 2014,January 31, 2015, including internal controls over financial reporting, with management and with our independent registered public accounting firm. In addition, the audit committee discussed with our independent registered public accounting firm the matters required to be discussed by the Public Company Accounting Oversight Board Auditing Standard No. 16,Communications with Audit Committees. The audit committee has also received and reviewed the written disclosures and the letter from our independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board regarding the accounting firm’s communications with the audit committee concerning independence and has discussed with our independent registered public accounting firm that firm’s independence and considered whether any non-audit services provided by the independent registered public accounting firm are compatible with maintaining its independence.

Based on the review and discussions with management and our independent registered public accounting firm described above, the audit committee recommended to the board of directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended February 1, 2014January 31, 2015 filed with the SEC.

Audit Committee

Michael F. Devine, III, Chairman

Thomas M. Ryan

Ronald L. Sargent

The foregoing report of the audit committee does not constitute soliciting material and shall not be deemed filed, incorporated by reference into or a part of any other filing by the Company (including any future filings) under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the Company specifically incorporates such report by reference therein.

COMPENSATION COMMITTEE REPORT

We have reviewed and discussed the Compensation Discussion and Analysis with management. Based on our review and discussion with management, the compensation committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation Committee

Thomas M. Ryan, Chairman

Steven J. Collins

Andrew W. CrawfordKathleen S. Barclay

The foregoing report of the compensation committee does not constitute soliciting material and shall not be deemed filed, incorporated by reference into or a part of any other filing by the Company (including any future filings) under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the Company specifically incorporates such report by reference therein.

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EXECUTIVE OFFICERS

Kenneth R. Bull. Mr. Bull, 51,52, has served as our Chief Financial Officer and Treasurer since 2012. He joined the Company as Senior Vice President, Finance in 2005 and was later appointedhas also served as our Secretary and Treasurer. In 2012, he was promoted to Chief Financial Officer.Secretary. Previously, Mr. Bull was the Finance Director and Treasurer for Urban Outfitters, Inc., a specialty lifestyle merchandising retailer, from 1999 to 2003, and the Vice President, Finance and Controller for Asian American Partners d/b/a Eagle’s Eye, a wholesaler and retailer of women’s and children’s better apparel from 1991 to 1999.

Eric M. Specter. Mr. Specter, 57, joined the Company as Chief Administrative Officer in July 2014. Prior to joining the Company, Mr. Specter served as Executive Vice President and Chief Integration Officer of Ascena Retail Group, Inc. (“Ascena”), a specialty clothing, shoes and accessories retailer, from 2012 to 2014. Previously, Mr. Specter served as Executive Vice President and Chief Financial Officer of Charming Shoppes, Inc., a specialty apparel retailer, from 1997 until it was acquired by Ascena in 2012.

Michael F. Romanko. Mr. Romanko, 49, joined the Company as Executive Vice President of Merchandising in January of 2015. Prior to joining the Company, Mr. Romanko served as Chief Design Officer of Patriarch Partners, LLC, a private equity firm, since 2013. Previously, Mr. Romanko was a Partner at Qbbs Global LLC, a retail strategy consulting firm, from 2009 to 2013.

Biographies for Messrs. SchlessingerVellios and VelliosAnderson are included under the heading “Board of Directors.”

Our executive officers are appointed by our board of directors and serve until their successors have been duly appointed and qualified or their earlier resignation or removal.

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COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This compensation discussion and analysis provides an overview of our executive compensation program together with a description of the material factors underlying the decisions that resulted in the compensation provided with respect to fiscal 20132014 to our principal executive officer, our principal financial officer and our twothree other most highly compensated executive officers in 2013.2014. These individuals are referred to collectively as the Named Executive Officers.

The following table identifies the Named Executive Officers, as well as the positions held by such individuals:individuals during fiscal 2014:

Executive Summary

Overview

Our compensation philosophy for our Named Executive Officers is driven by the need to recruit, develop, motivate and retain top talent both in the shortshort- and long-term and align the interests of Named Executive Officers and shareholders. We strive to accomplish this by providing a portion of overall pay in the form of performance-based compensation, primarily through our annual and long-term incentive programs. Our executive pay program provides significant emphasis on variable or “at risk” compensation, each of which is linked to key drivers of shareholder value creation. The compensation committee reviews the Company’s executive compensation program on an ongoing basis, including our compensation philosophy and objectives.

Elements of Our Executive Compensation and Benefits Programs

We provide compensation to our Named Executive Officers through a combination of the following:

Purpose and Philosophy

We follow several principles in the development and administration of the above four main elements of our executive compensation program. In establishing executive compensation, we believe that:

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The competitiveness of our executive compensation program is not targeted at a specific market level for any individual element of compensation or for the program in its entirety. However, we generally set target compensation opportunities to be competitive with other retail companies of similar size, complexity and business model. While providing market competitive levels of compensation is a core consideration, our decision-making also incorporates our annual performance, impact of the employee’s performance on our business results and internal equity considerations. In instances where Company and individual performance significantly exceed the agreed-upon objectives, we would expect to pay above-market compensation.

Role of the Compensation Committee

As described in more detail under “Board of Directors—Committees of the Board of Directors—Compensation Committee,” the compensation committee operates under a written charter, which sets forth the roles and responsibilities of the compensation committee regarding executive compensation.

Messrs. Collins, Crawford and Ryan are members of the compensation committee, all of whom are independent under the rules and regulations of the SEC and The NASDAQ Stock Market LLC.

Role of Executives in Establishing Compensation

Our board of directors has delegated administration of our executive compensation program to the compensation committee. Our Chief Executive Officer and our Executive Chairman provide recommendations regarding the design of our compensation programs to the compensation committee for all Named Executive Officers, excluding themselves. Upon the compensation committee’s approval, the execution of the elements of the executive compensation programs is the responsibility of the Chief Financial Officer and/or his delegees.

Consideration of Most Recent Shareholder Advisory Vote on Executive Compensation

At our 2013 annual meeting, we conducted our first “Say-On-Pay” shareholder advisory vote, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The compensation committee appreciates that approximately 92% of the shares voting approved of our executive compensation and believes, therefore, that our shareholders are supportive of our current executive compensation practices. Nevertheless, the compensation committee continues to refine our executive compensation practices in its ongoing effort to ensure that those practices support our overall corporate goals and values.

In line with the recommendation by the Company’s shareholders at the Company’s 2013 annual meeting, the board of directors decided that it will include an advisory shareholder vote on executive compensation in its proxy materials triennially until the next shareholder vote on the frequency of an advisory vote on executive compensation. Thus, the next “Say-On-Pay” shareholder advisory vote to be conducted by the Company will occur at the Company’s 2016 annual meeting.

Compensation Consultant, Peer Group Comparison & Benchmarking

From time to time, the compensation committee has worked internally to informally ascertain best practices in the design of our executive compensation programs but has not utilized any benchmarking in designing or setting executive compensation during the time that we were privately held or at any time during fiscal 2013. The compensation committee has generally been focused on incentivizing and rewarding internal results and did not generally engage in any peer group or market review in the design of our executive compensation programs for fiscal 2013.

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During fiscal 2013, in anticipationThe portion of setting compensation strategies for fiscal 2014, the compensation committee engaged Hay to conduct a market review and to provide assistance, guidance and considerations with respect to, among other things, the following topics: (i) board of directors compensation pay levels and structure for fiscal 2014, (ii) our compensation philosophy to be utilized on a going-forward basis (as described above) and (iii) short-term and long-term incentive compensation strategy and design for fiscal 2014.

The compensation committee has concluded that Hay’s work for us does not raise any conflict of interest. The compensation committee has also considered the independence of Hay. Because of policies and procedures Hay and the compensation committee have in place, the compensation committee is confident that the advice it receives from executive compensation consultants at Hay is objective and not influenced by Hay’s or its affiliates’ relationships with the Company or its officers. These policies and procedures include the following:

Relative Size of Major Compensation Elements

The combination of base salary, annual cash incentives and long-term equity incentives comprises the main elements of the compensation ofpay is driven by our Named Executive Officers. In setting executive compensation, the compensation committee considers the aggregate compensation payable to a Named Executive Officerprinciples and the form of that compensation. The compensation committee seeks to achieve the appropriate balance between immediate cash rewards and long-term financial incentives for the achievement of both annual and long-term financial and non-financial objectives.

The compensation committee may decide,objectives as appropriate, to modify the mix of base salary, annual cash incentives, long-term equity incentives and retirement/perquisites to best fit awell as each Named Executive Officer’s specific circumstances. For example, the compensation committee may make the decision to award more cashrole and not award an equity grant. This provides more flexibilitystrategic value to the compensation committee to reward executive officers appropriatelyorganization as they near retirement, when they may only be able to partially fulfillfurther described in the vesting required for equity options. The compensation committee may also increase the amount of equity option grants to an executive officer if the total number of career equity option grants does not adequately reflect the executive’s current position with us or if an above-market compensation package is necessary to attract and retain critical talent. The compensation committee will generally determine to set or adjust the types of compensatory incentive either upon hire of a Named Executive Officer or prior to the commencement of a fiscal year, as appropriate. However, the compensation committee reserves the right to adjust compensatory items during the course of a fiscal year to respond to changes in our performance or as may be needed to retain key personnel. Additionally, the compensation committee may decide to make equity grants, as appropriate, throughout the fiscal year, which may increase the executive’s allocation of compensation toward long-term equity incentives in any given fiscal year.

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Base SalaryFiscal 2014 Highlights

We provide Named Executive Officers with base salaries to compensate them for services rendered during the year. The compensation committee believes that competitive salaries must be paid in order to attract and retain high-quality executives. The compensation committee annually reviews base salary for executive officers and makes adjustments only when necessary based on the executive’s and our performance.

On September 28, 2011, Messrs. Schlessinger’s and Vellios’ employment letter agreements were each amended to reflect base salary increases and to provide that annual review of the base salaries of each of Messrs. Schlessinger and Vellios would not be required to occur again until fiscal 2014 (although the compensation committee reserved the right to modify such salaries if the performance of either executive so warranted). Accordingly, such amendments increased Mr. Schlessinger’s annual base salary from $400,000 to $600,000 and Mr. Vellios’ annual base salary from $600,000 to $700,000. Based on these increases, it was the intention of the compensation committee that the base salaries of each of Messrs. Schlessinger and Vellios would remain at such levels until at least 2014. Therefore, the base salaries of each of Messrs. Schlessinger and Vellios were unchanged in fiscal 2013.

Effective March 24, 2013, the compensation committee increased Mr. Bull’s annual base salary from $325,000 to $338,000. Mr. Johnston joined us as our Chief Operating Officer on June 4, 2012 and entered into an employment agreement with an annual base salary of $400,000. Mr. Johnston’s base salary was not increased during fiscal 2013.

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See “—Long-term Equity Incentive Compensation.”

Post-2014 Changes

Changes to Management

Effective February 1, 2015, the following changes occurred with respect to our executive officers:

Changes to Annual Incentive Plan

On March 10, 2015, the board of directors and the compensation committee jointly approved the performance targets and the potential bonus payouts for the Named Executive Officers for fiscal 2015 under the Incentive Bonus Plan. For fiscal 2015, the compensation committee determined that in addition to adjusted operating income, the annual cash bonus opportunity for each of the Named Executive Officers would be based in part on certain net sales targets and the compensation committee set certain individual goals for Messrs. Specter and Romanko.

See “—Post-Fiscal 2014 Items” below for more details regarding the changes to our compensation program after fiscal 2014.

Purpose and Philosophy

We follow several principles in the development and administration of the above elements of our executive compensation program. In establishing executive compensation, we believe that:

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The competitiveness of our executive compensation program is not targeted at a specific market level for any individual element of compensation or for the program in its entirety. However, we generally set target compensation opportunities to be competitive with other retail companies of similar size, complexity and business model. While providing market competitive levels of compensation is a core consideration, our decision-making also incorporates our annual performance and the impact of the employee’s performance on our business results. In instances where Company and individual performance significantly exceed the agreed-upon objectives, we would expect to pay above-market compensation.

Role of the Compensation Committee

As described in more detail under “Board of Directors—Committees of the Board of Directors—Compensation Committee,” the compensation committee operates under a written charter, which sets forth the roles and responsibilities of the compensation committee regarding executive compensation.

Mr. Ryan and Ms. Barclay are members of the compensation committee, both of whom are independent as defined under the corporate governance rules of The NASDAQ Stock Market LLC and satisfied the independence standards for the compensation committee established by the applicable rules and regulations of the SEC and The NASDAQ Stock Market LLC. During the past fiscal year, Mr. Crawford, whose term expired at the 2014 annual meeting of shareholders, and Mr. Collins, who resigned in March 2015 also served as members of the compensation committee. Each of Messrs. Crawford and Collins was independent as defined under the corporate governance rules of The NASDAQ Stock Market LLC and satisfied the independence standards for the compensation committee established by the applicable rules and regulations of the SEC and The NASDAQ Stock Market LLC.

Role of Executives in Establishing Compensation

Our board of directors has delegated administration of our executive compensation program to the compensation committee. Our compensation committee reviews the performance of our Chief Executive Officer and makes determinations and decisions on his compensation program, including the components, mix and targeted amounts thereof. In addition, our Chief Executive Officer provides recommendations regarding the design of our compensation programs to the compensation committee for all Named Executive Officers, excluding himself. Upon the compensation committee’s approval, the execution of the elements of the executive compensation programs is the responsibility of the Chief Financial Officer and/or his delegees.

Consideration of Most Recent Shareholder Advisory Vote on Executive Compensation

At our 2013 annual meeting, we conducted our first “Say-On-Pay” shareholder advisory vote, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The compensation committee appreciates that approximately 92% of the shares voting approved of our executive compensation and believes, therefore, that our shareholders are supportive of our current executive compensation practices. Nevertheless, the compensation committee continues to refine our executive compensation practices in its ongoing effort to ensure that those practices support our overall corporate goals and values.

In line with the recommendation by the Company’s shareholders at our 2013 annual meeting of shareholders, the board of directors decided that it will include an advisory shareholder vote on executive

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compensation in its proxy materials triennially until the next shareholder vote on the frequency of an advisory vote on executive compensation. Thus, the next “Say-On-Pay” shareholder advisory vote to be conducted by the Company will occur at our 2016 annual meeting of shareholders.

Compensation Consultant and Peer Group Comparison

During fiscal 2013, in anticipation of setting compensation strategies for fiscal 2014, the compensation committee engaged Hay Group, as its independent compensation consultant, to conduct a market review and to provide assistance, guidance and considerations with respect to, among other things, the following topics: (i) board of directors compensation pay levels and structure for fiscal 2014, (ii) our compensation philosophy to be utilized on a going-forward basis (as described above) and (iii) short-term and long-term incentive compensation strategy and design for fiscal 2014.

In connection with this engagement, Hay Group worked with the compensation committee and the Company’s management to develop the following peer group:

Our peer group consists of 16 similarly-situated companies within the retail industry. The compensation committee (in conjunction with Hay Group) performed a comprehensive competitive assessment of the various elements of our compensation program for both employees and directors vis-à-vis the above peer group. Additionally, Hay Group and the compensation committee conducted a thorough review of peer and broader retail industry annual incentive and long-term incentive programs and practices and developed guiding principles for our fiscal 2014 annual incentive and long-term incentive design. Specifically, the compensation committee utilized the newly created peer group and information from Hay Group in connection with the following actions: (i) revising the Compensation Policy for Non-Employee Directors effective fiscal 2014, (ii) designing Stock Ownership Guidelines for non-employee directors, (iii) revising our long-term incentive practices to add long-term PRSUs, and (iv) designing competitive market-based compensation packages for the Named Executive Officers (Mr. Anderson, Mr. Specter and Mr. Romanko) hired in fiscal 2014.

The compensation committee continued to engage the services of Hay Group as a compensation consultant during fiscal 2014 in connection with the ongoing administration and integration of the various compensation design changes initially discussed during fiscal 2013 and approved by the compensation committee in March of 2014. In addition, the compensation committee utilized the services of Hay Group in fiscal 2014 in connection with designing the PRSU award for Mr. Vellios.

The compensation committee has examined the independence of Hay Group under factors contained in the NASDAQ listing standards and determined that Hay Group is independent and concluded that its work for us does not raise any conflict of interest. The compensation committee has also considered the independence of Hay Group. Because of policies and procedures Hay Group and the compensation committee have in place, the compensation committee is confident that the advice it receives from executive compensation consultants at Hay Group is objective and not influenced by Hay Group’s or its affiliates’ relationships with the Company or its officers. These policies and procedures include the following:

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Relative Size of Major Compensation Elements

In setting executive compensation, the compensation committee considers the aggregate compensation payable to a Named Executive Officer, the form of that compensation, and the mix of the elements of the Named Executive Officer’s compensation. The compensation committee seeks to achieve the appropriate balance between immediate cash rewards and long-term financial incentives for the achievement of both annual and long-term financial and non-financial objectives.

The compensation committee may decide, as appropriate, to modify the mix of base salary, annual cash incentives, long-term equity incentives and retirement/perquisites to best fit a Named Executive Officer’s specific circumstances. For example, the compensation committee may make the decision to award more cash and not award an equity grant. This provides more flexibility to the compensation committee to reward executive officers appropriately as they near retirement, when they may only be able to partially fulfill the vesting required for equity grants. The compensation committee may also increase the amount of equity grants to an executive officer if the total number of career equity grants does not adequately reflect the executive’s current position with us or if an above-market compensation package is necessary to attract and retain critical talent. The compensation committee will generally determine to set or adjust the types of compensatory incentive either upon hire of a Named Executive Officer or prior to the commencement of a fiscal year, as appropriate. However, the compensation committee reserves the right to adjust compensatory items during the course of a fiscal year to respond to changes in our performance or as may be needed to retain key personnel. Additionally, the compensation committee may decide to make equity grants, as appropriate, throughout the fiscal year, which may increase the executive’s allocation of compensation toward long-term equity incentives in any given fiscal year.

Base Salary

We provide Named Executive Officers with base salaries to compensate them for services rendered during the year. The compensation committee believes that competitive salaries must be paid in order to attract and retain high-quality executives. The compensation committee annually reviews base salary for executive officers and makes adjustments only when necessary based on the executive’s and the Company’s performance. The following table reflects the base salaries for each of our Named Executive Officers for fiscal years 2013 and 2014, as applicable:

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See “Executive Compensation—Summary Compensation Table” for more information about the actual amounts earned by each Named Executive Officer for fiscals 2013 and 2014, as applicable.

Annual Incentive Compensation

We provide cash incentive awards to Named Executive Officers for achieving (subject to minimum or threshold achievement) and exceeding our annual financial goals, which are generally based on the attainment of certain pre-established performance criteria under the Five Below, Inc. 2012 Performance Bonus Plan, or the Incentive Bonus Plan. The Incentive Bonus Plan is administered by the compensation committee, which makes its award determinations based upon the attainment of the performance criteria previously determined and approved by the compensation committee for that fiscal year. Awards under the Incentive Bonus Plan are designed to motivate and compensate executives for the achievement of our annual business objectives.

The target bonus opportunities for each of our Named Executive Officers for fiscal 2014 were as follows:

In June 2014, our compensation committee approved the performance targets and the potential bonus payouts for the Named Executive Officers for fiscal 2014 under the Incentive Bonus Plan. The compensation committee determined that a main business objective was to continue to increase our adjusted operating income. For fiscal 2014, the compensation committee determined that adjusted operating income would be calculated by adjusting our operating income to exclude the impact of stock-based compensation expense that relates to the cancellation of stock options granted to the Company’s founders in fiscal year 2010 to purchase 2,020,620 shares of common stock, in exchange for the grant of an equal number of restricted shares that vest through March 2014 and on-going expense recognition of the awards over the remaining vesting period. Accordingly, for fiscal 2014, our compensation committee determined that our executive officers were to receive no payments under the Incentive Bonus Plan, unless our adjusted operating income (determined prior to giving effect to any bonuses potentially payable under the Incentive Bonus Plan) exceeded a threshold goal of $80.099 million. The applicable performance targets and potential payouts under the Incentive Bonus Plan for fiscal 2014 are as follows:

The incentive bonus for fiscal 2014 would not be interpolated if the Company’s adjusted operating income is between any of the relevant goal thresholds.

The compensation committee focused its annual bonus program on adjusted operating income because it believed that there is a strong relationship between growth in operating income and growth in shareholder value.

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The compensation committee separately determined that exceeding our target goal of $85.330 million, set forth as Target 2, above, in adjusted operating income was an aggressive, although attainable target. The compensation committee set a maximum performance target of $90.170 million in adjusted operating income, which the compensation committee determined was indicative of truly outstanding performance. In addition, the compensation committee determined that 25% of Messrs. Bull’s and Specter’s bonuses would be based on the achievement of certain personal goals.

On March 10, 2015, the compensation committee and the board reviewed our Incentive Bonus Plan results for fiscal 2014 performance and determined that the Company’s adjusted operating income (determined prior to giving effect to any bonuses potentially payable under the Incentive Bonus Plan) was $80.264 million. Because the threshold adjusted operating income performance target of $80.099 million was achieved, each Named Executive Officer (other than Mr. Romanko who was not eligible for a fiscal 2014 bonus) received an incentive bonus under the Incentive Bonus Plan for fiscal 2014 equal to 30% of such Named Executive Officer’s applicable target bonus opportunity. The actual amount of each incentive bonus payable to Named Executive Officers is shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table below.

Long-term Equity Incentive Compensation

Equity awards are a vital piece of our total compensation package and are designed to support our long-term strategy, provide a mechanism to attract and retain talent and to create a commonality of interest between management and our shareholders. Awards under the Five Below, Inc. Amended and Restated Equity Incentive Plan, or the Equity Incentive Plan, are intended to compensate Named Executive Officers for sustained long-term performance that is aligned with shareholder interests and to encourage retention through vesting schedules. Long-term equity incentive awards may take a variety of forms, such as stock options, restricted stock grants and restricted stock unit grants. Levels, mix, and frequency of awards are determined by the compensation committee. Such awards are designed to reflect a recipient’s level of responsibility and performance.

While initial hire and promotion grants are targeted to be at competitive levels, actual award values will reflect our actual long-term performance (through stock price appreciation and achievement of long-term performance goals). Service-based restricted stock awards may also be granted as appropriate to recognize performance and provide ownership and/or retention focus. Long-term incentives have the capacity to be the largest component of executive compensation if our performance and stock price exceed our expectations.

Overview of Fiscal 2014 Long-term Equity Incentive Awards

For fiscal years prior to fiscal 2014, annual equity awards to our Named Executive Officers consisted solely of stock option awards with time-based vesting over a period of four years. Based on review of the long-term incentive programs of companies in our peer group and the recommendation of Hay Group, the annual equity grant program for Named Executive Officers was revised for fiscal 2014 such that 50% of the long-term incentive was provided in the form of stock options and 50% of such incentive was provided in the form PRSUs.

In fiscal 2014, the Committee introduced PRSUs as a component of equity awards to the Named Executive Officers to incorporate multi-year metrics into our executive compensation program and to further align the interests of our Named Executive Officers with shareholders. Each PRSU represents the right to receive one share of our common stock, upon satisfaction of specified performance conditions. In each case, the performance condition is based on the Company’s cumulative adjusted operating income for fiscal years 2014, 2015 and 2016 (the “Performance Period”). Named Executive Officers are eligible to receive 50% to 150% of the target number of PRSUs awarded if at least the specified threshold level of adjusted operating income is achieved. The number of PRSUs earned will be interpolated proportionately to determine the number of shares deliverable for any attainment of the performance goal that is between the applicable threshold and the target levels or between the target and the maximum levels.

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The compensation committee chose adjusted operating income as a measure because it believed that there is a strong relationship between growth in operating income and growth in shareholder value. For purposes of the PRSUs granted in fiscal 2014, the compensation committee determined that for the Performance Period operating income will be adjusted to exclude stock compensation expense related to restricted stock granted to David Schlessinger and Thomas Vellios prior to fiscal 2014. In addition, the compensation committee determined that if certain events were to occur during the Performance Period that result in expenses or income for the Company, operating income for purposes of the PRSUs granted in fiscal 2014 will be further adjusted for the purpose of determining whether the Company has achieved its performance targets. These adjustments include the following:

A new business venture is any business that is not the Company’s brick and mortar business operated under the Five Below name and located in the United States. A new business venture could include an on-line business, any business located outside of the United States, and any business operating under a name other than Five Below.

The compensation committee and management believe that achievement of the target levels of performance for cumulative adjusted operating income will be challenging, but achievable with significant effort and skill, and maximum levels of performance would be indicative of truly outstanding performance.

Fiscal Year 2014 Awards

Awards to Mr. Bull

On June 24, 2014, the compensation committee approved grants of non-qualified stock options and PRSUs for Mr. Bull. Mr. Bull was awarded 9,392 stock options with 50% of the option grant vesting two years after the vesting commencement date and the remaining 50% vesting in 25% increments on each of the third and fourth anniversaries of the vesting commencement date, subject to Mr. Bull’s continued employment with the Company. In addition, Mr. Bull was awarded a PRSU award with a target number of PRSUs of 4,520 which will vest as of the last day of the Performance Period contingent on the Company’s achievement of specified levels of cumulative adjusted operating income for fiscal years 2014, 2015 and 2016, and are subject to his continued service during the Performance Period.

The following reflects the number of PRSUs Mr. Bull will be entitled to upon achievement of threshold, target and maximum levels of cumulative adjusted operating income over the respective Performance Period:

Mr. Bull’s option award and PRSU award will become fully vested upon the occurrence of a change in control of the Company (with PRSUs vesting at target level). 25% of Mr. Bull’s option award will become vested if Mr. Bull’s employment is terminated due to his death or disability following the first anniversary of the vesting commencement date but prior to the second anniversary of the vesting commencement date. Additionally, in the event of Mr. Bull’s termination due to his death or disability, a pro-rata portion of his PRSUs will become vested, based on his service during the Performance Period and subject to satisfaction of applicable performance goals.

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Awards to Mr. Anderson

On July 21, 2014, Mr. Anderson was granted non-qualified stock options and PRSUs in connection with his commencement of employment with us. Mr. Anderson was awarded 36,269 stock options with 50% of the option grant vesting two years after the vesting commencement date and the remaining 50% vesting in 25% increments on each of the third and fourth anniversaries of the vesting commencement date, subject to Mr. Anderson’s continued employment with the Company. In addition, Mr. Anderson was awarded a PRSU award with a target number of PRSUs of 17,441 which will vest as of the last day of the Performance Period contingent on the Company’s achievement of specified levels of cumulative adjusted operating income for fiscal years 2014, 2015 and 2016, and are subject to his continued service during the Performance Period.

The following reflects the number of PRSUs Mr. Anderson will be entitled to upon achievement of threshold, target and maximum levels of cumulative adjusted operating income over the respective Performance Period:

Moreover, while the compensation committee continues to evaluate the implementation of a formal stock ownership guideline for our management team, we note that our Named Executive Officers already maintain a substantial direct stock ownership position. We believe that this ownership position provides significant incentives to ensure that the management team’s actions, and the actions of all those reporting to them, are focused on the creation of sustainable shareholder value and the avoidance of excessive risk.

The compensation committee continues to evaluate the implementation of a clawback policy and intends to adopt such a policy after the SEC provides further guidance on that issue.

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		Threshold				Target				Maximum
Number of PRSUs that vest upon attainment of Performance Goal			8,721				17,441				26,162

Mr. Anderson’s option award and PRSU award will become fully vested upon the occurrence of a change in control of the Company (with PRSUs vesting at target level). 25% of Mr. Anderson’s option award will become vested if Mr. Anderson’s employment is terminated due to his death or disability following the first anniversary of the vesting commencement date but prior to the second anniversary of the vesting commencement date. Additionally, in the event of Mr. Anderson’s termination due to his death or disability, a pro-rata portion of his PRSUs will become vested, based on his service during the Performance Period and subject to satisfaction of applicable performance goals.

On July 21, 2014, Mr. Anderson was awarded 66,860 time-based restricted stock units (the “Replacement Grant”) to compensate him for compensation that he would be forfeiting upon terminating service with his previous employer. The time-based award vests as follows: (i) one-third of such units vested on January 1, 2015, (ii) an additional one-third of such units will vest on the earlier of (a) the later of (1) October 1, 2015 or (2) 30 days after Mr. Anderson relocates to the Philadelphia, PA metropolitan area, and (b) January 1, 2016, and (iii) an additional one-third of such units will vest on January 1, 2016. Each vesting event is subject to the Mr. Anderson’s continued employment through the applicable vesting date. However, in the event that Mr. Anderson’s employment is terminated by us without cause or by Mr. Anderson for good reason on or prior to February 24, 2016, the time-vested restricted stock units will continue to vest on the otherwise applicable vesting dates as if Mr. Anderson remained employed through such dates. In the event of a change in control of the Company, the Replacement Grant will become fully vested.

In addition, on July 21, 2014, Mr. Anderson was awarded 29,069 time-based restricted stock units and 29,069 PRSUs in order to incentivize Mr. Anderson to continue his employment after the other equity awards granted to him in connection with the commencement of his employment have vested, subject to the achievement of the necessary performance goals, as applicable. 50% of the time-based restricted stock units vest on December 1, 2017 and an additional 50% of such units vest on December 1, 2018, subject in each case to Mr. Anderson’s continued employment through the applicable vesting date. 50% of the PRSUs will vest on February 3, 2018 based on the attainment of an earnings growth performance goal for the Company’s 2017 fiscal year to be established by the compensation committee no later than the first anniversary of the grant date and 50% of the PRSUs will vest on February 2, 2019 based on the attainment of an earnings growth performance goal for the Company’s 2018 fiscal year to be established by the compensation committee no later than the first anniversary of the grant date, subject in each case to Mr. Anderson’s continued employment through the applicable vesting date. In the event of a change in control of the Company, both the time-based restricted stock units and the PRSUs become fully vested. Additionally, in the event of Mr. Anderson’s termination due to his death or disability, a pro-rata portion of the PRSUs will become vested, based on his service during the performance period and subject to satisfaction of applicable performance goals.

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Awards to Mr. Specter

In connection with Mr. Specter’s commencement of employment on July 28, 2014, Mr. Specter was granted 80,000 stock options and 10,000 time-based restricted stock units. Each award to Mr. Specter vests 50% two years after the vesting commencement date with the remaining 50% vesting in 25% increments on each of the third and fourth anniversaries of the vesting commencement date, subject to Mr. Specter’s continued employment with the Company.

Each award will become fully vested upon the occurrence of a change in control of the Company and 25% of each award will become vested if Mr. Specter’s employment is terminated due to his death or disability following the first anniversary of the vesting commencement date but prior to the second anniversary of the vesting commencement date.

Awards to Mr. Romanko

In connection with Mr. Romanko’s commencement of employment on January 19, 2015, Mr. Romanko was granted 24,908 stock options and 11,771 time-based restricted stock units. Each award to Mr. Romanko vests 50% two years after the vesting commencement date with the remaining 50% vesting in 25% increments on each of the third and fourth anniversaries of the vesting commencement date, subject to Mr. Romanko’s continued employment with the Company.

Each award will become fully vested upon the occurrence of a change in control of the Company and 25% of each award will become vested if Mr. Romanko’s employment is terminated due to his death or disability following the first anniversary of the vesting commencement date but prior to the second anniversary of the vesting commencement date.

Award to Mr. Vellios

On December 19, 2014, the compensation committee approved an award of 309,039 PRSUs to Mr. Vellios.

The following reflects the number of PRSUs Mr. Vellios will be entitled to upon achievement of threshold and target levels of adjusted operating income for each of 2015, 2016 and 2017, payable on the last day of the applicable fiscal year:

For each applicable vesting date, the compensation committee will interpolate proportionately to determine the PRSUs vested for any achieved level of adjusted operating income between the threshold and the target. At the end of each of the 2015, 2016 and 2017 fiscal years, any units that do not vest based upon the Company’s achieved level of adjusted operating income for that fiscal year are forfeited. The compensation committee and management believe that achievement of the threshold levels of performance for adjusted operating income will be challenging, but achievable with significant effort and skill, and target levels of performance would be indicative of truly outstanding performance.

Mr. Vellios’ PRSU award provides that in the event of a change in control of the Company, Mr. Vellios will be entitled to accelerated vesting of the full award (except any portion thereof which had previously been forfeited). In addition, if Mr. Vellios ceases to be employed by the Company as a result of his death or disability, the PRSU award will remain outstanding and Mr. Vellios will vest in a prorated portion of the units subject to achievement of the award targets.

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Retirement, Health and Welfare Benefits and Other Perquisites

Our Named Executive Officers are entitled to participate in all of our employee benefit plans, including medical, dental, vision, group life and disability insurance, the Five Below, Inc. Employee Stock Purchase Plan, and the Five Below 401(k) Retirement Savings Plan. We provide vacation and paid holidays to our Named Executive Officers. Generally, our Named Executive Officers participate in these plans and programs on the same or similar basis as are offered to our other senior employees.

Employment Agreements

We have entered into employment agreements with each of our Named Executive Officers. These agreements are summarized and the benefits potentially payable under these agreements are more fully described below in the section entitled “Executive Compensation—Potential Payments Upon Termination or Change of Control.”

The compensation committee believes that severance and change in control arrangements, when properly tailored, are appropriate and necessary. Specifically, the compensation committee has concluded that such commitments are appropriate to retain the continued service of the Named Executive Officers and to recruit other potential executive candidates. Further, in the case of any potential change in control, the compensation committee has concluded that such commitments are necessary to enable our Named Executive Officers to evaluate objectively the benefits to shareholders of the proposed transaction, notwithstanding any potential effects on their own job security.

The compensation committee also believes that reasonable severance and change in control benefits should be (1) established with reference to an executive’s position and current cash compensation opportunities, not with reference to his or her tenure, (2) conditioned upon execution of a release of claims against the Company and its affiliates, and (3) conditioned on the executive’s commitment not to compete with the Company for a reasonable period following any cessation of his or her employment.

No Named Executive Officer of the Company has a right to receive a tax gross-up related to the impact of the excise tax under Section 280G of the Internal Revenue Code.

Joel D. Anderson Employment Letter Agreement

We entered into an employment letter agreement with our President and Chief Executive Officer, Joel D. Anderson, on June 8, 2014 (the “Anderson Agreement”). The Anderson Agreement provides for an annual base salary of $700,000, subject to review for increase commencing with the Company’s 2016 fiscal year, an annual target performance bonus of 100% of Mr. Anderson’s base salary (with a maximum annual performance bonus of 120% of Mr. Anderson’s base salary), and the opportunity to receive equity compensation awards and to participate in the benefit plans offered by the Company. In addition, the Anderson Agreement provides for a relocation bonus of $250,000 paid upon Mr. Anderson’s relocation to the greater Philadelphia, PA metropolitan area and a temporary travel and housing monthly allowance of up to $7,500 for Mr. Anderson’s first year of employment.

Mr. Anderson is eligible to receive an annual equity grant subject to the same terms and conditions as equity grants made to our other senior executive officers.

If we were to terminate Mr. Anderson’s employment without “Cause” or if Mr. Anderson terminates his employment for “Good Reason,” in each case, on or prior to January 20, 2016, then, subject to his execution of a release of claims, he would be entitled to receive: (a) 24 months of base salary continuation paid in accordance with our normal payroll practices; (b) up to 24 months of payments equal to the applicable monthly COBRA premium; and (c) continued vesting of the Replacement Grant described above. If Mr. Anderson’s employment is

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terminated by us without “Cause” or if Mr. Anderson terminates his employment for “Good Reason,” in each case, after January 20, 2016, the references to “24 months” in the preceding sentence will be replaced by references to “12 months” and Mr. Anderson would not be entitled to the continued vesting of the Replacement Grant.

The terms Cause and Good Reason are more fully described below under “—Potential Payments Upon Termination or Change of Control.”

Additionally, pursuant to the Anderson Agreement, Mr. Anderson is subject to non-competition and non-solicitation provisions during the term of his employment with us until (i) he no longer receives salary continuation payments (as set forth above), if the executive’s employment is terminated without Cause or the executive terminates his employment for Good Reason or (ii) 24 months after any other termination of employment.

Eric M. Specter Employment Letter Agreement

We entered into an employment letter agreement with our Chief Administrative Officer, Eric M. Specter, on May 21, 2014 (the “Specter Agreement”). The Specter Agreement provides for an annual base salary of $475,000, subject to an automatic increase to $500,000 commencing with the Company’s 2015 fiscal year and further subject to review for increase commencing with the Company’s 2016 fiscal year, an annual target performance bonus of 50% of Mr. Specter’s base salary (with a maximum annual performance bonus of 60% of Mr. Specter’s base salary), and the opportunity to receive equity compensation awards and to participate in the benefit plans offered by the Company. In addition, the Specter Agreement provides for a signing bonus of $190,000 payable in two equal installments on August 4, 2014 and August 4, 2015 subject to his continued employment.

Commencing with the Company’s 2015 fiscal year, Mr. Specter will be eligible to receive an annual equity grant with a targeted grant value of $400,000, with such annual grant subject to the same terms and conditions as equity grants made to our other senior executive officers.

If we were to terminate Mr. Specter’s employment without “Cause” or if Mr. Specter terminates his employment for “Good Reason,” then, subject to his execution of a release of claims, he would be entitled to receive: (a) 12 months of base salary continuation paid in accordance with our normal payroll practices; and (b) up to 12 months of payments equal to the applicable monthly COBRA premium.

The terms Cause and Good Reason are more fully described below under “—Potential Payments Upon Termination or Change of Control.”

Additionally, pursuant to the Specter Agreement, Mr. Specter is subject to non-competition and non-solicitation provisions during the term of his employment with us until 24 months after any termination of employment.

Michael F. Romanko Employment Offer Letter

We entered into an employment offer letter with our Executive Vice President, Merchandising, Michael F. Romanko, on December 10, 2014 (the “Romanko Agreement”). The Romanko Agreement provides for an annual base salary of $450,000, an annual target performance bonus opportunity of 50% of Mr. Romanko’s base salary commencing in the Company’s 2015 fiscal year, and the opportunity to receive equity compensation awards and to participate in the benefit plans offered by the Company. Mr. Romanko is also entitled to payment of certain relocation related expenses pursuant to the Romanko Agreement, provided that such relocation expenses must be repaid to the Company in the event that Mr. Romanko’s employment is terminated by us for “cause” (as defined in the Romanko Agreement) or by Mr. Romanko voluntarily within the first 12 months of employment.

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Commencing with the Company’s 2016 fiscal year, Mr. Romanko will be eligible to receive an annual equity grant with a targeted grant value of $300,000, with such annual grant subject to the same terms and conditions as equity grants made to our other senior executive officers.

Additionally, pursuant to the Romanko Agreement, Mr. Romanko is subject to non-competition and non-solicitation provisions during the term of his employment with us until 12 months after any termination of employment.

Post-Fiscal 2014 Items

Changes to Management

Effective February 1, 2015, the following changes occurred with respect to our executive officers:

In connection with his appointment as Executive Chairman, Mr. Vellios entered into an amendment to his existing employment letter agreement (the “Vellios Amendment”). Pursuant to the Vellios Amendment and effective February 1, 2015, Mr. Vellios’ base salary was reduced to $600,000 (subject to review for increase commencing with our 2016 fiscal year) and his target and maximum annual bonus opportunities were set at 50% of his annual base salary, subject to satisfaction of pre-established Company performance goals applicable to our senior executive officers under our annual management cash bonus plan.

The Anderson Agreement was also amended in connection with Mr. Anderson’s appointment as Chief Executive Officer (the “Anderson Amendment”). The Anderson Amendment clarified that, effective February 1, 2015, Mr. Anderson would report to the board of directors and perform duties required as President and Chief Executive Officer, and eliminated certain severance rights.

Changes to Annual Incentive Plan

On March 10, 2015, the board of directors and the compensation committee jointly approved the performance targets and the potential bonus payouts for the Named Executive Officers for fiscal 2015 under the Incentive Bonus Plan. For fiscal 2015, the compensation committee determined that the Named Executive Officers will be entitled to receive an annual cash bonus under the Incentive Bonus Plan depending on our performance against certain metrics described below.

For Messrs. Vellios, Anderson and Bull, the annual cash bonus will be comprised of two components:

For Messrs. Specter and Romanko, the annual cash bonus will be comprised of three components:

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The compensation committee has determined that if certain events were to occur that result in expenses or income for the Company, operating income will be adjusted for the purpose of determining whether the Company has achieved its performance targets. These adjustments include the following: (i) all expenses (net of reimbursements) incurred as part of a public offering of the Company’s securities, whether by the Company or by selling shareholders or both; (ii) expenses incurred related to acquisition transaction costs; (iii) income/expense incurred due to a change in accounting principles; (iv) external expenses incurred during the start-up period (covering all periods up to the first day that sales are generated) for any new business venture; and (v) any other adjustments that may be approved by the compensation committee. A new business venture is any business that is not the Company’s brick and mortar business operated under the Five Below name and located in the United States. A new business venture could include an on-line business, any business located outside of the United States, and any business operating under a name other than Five Below.

With respect to each of the metrics described above, except the individual goals, a cash bonus can be earned at three different achievement levels. The cash bonus percentages for each Named Executive Officer, with the exception of Messrs. Anderson and Vellios, are 20% of base salary for threshold performance, 50% of base salary for target performance and 60% of base salary for maximum performance. Mr. Anderson’s bonus percentages are 40% of base salary for threshold performance, 100% of base salary for target performance and 120% of base salary for maximum performance. Mr. Vellios’ bonus opportunity is 20% of base salary for threshold performance and 50% of base salary for target and maximum performance. The compensation committee and management believe that achievement of the target levels of performance for adjusted operating income and net sales will be challenging, but achievable with significant effort and skill, and maximum levels of performance would be indicative of truly outstanding performance. The individual goals for Messrs. Specter and Romanko have only one achievement level, which is factored into each individual’s overall annual cash bonus.

The cash bonuses will be interpolated proportionately to determine the amount of bonuses deliverable for any attainment of a performance goal that is between the applicable threshold and the target levels or between the target and the maximum levels.

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EXECUTIVE COMPENSATION

The following table shows the annual compensation paid to or earned by the executive officers for fiscal years 2013, 2012 and 2011:

Summary Compensation Table

The following table shows the annual compensation paid to or earned by the Named Executive Officers for fiscal years 2014, 2013 and 2012:

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Grants of Plan-Based Awards

The following table shows all grants of awards in fiscal 20132014 to each of the executive officers named in the Summary Compensation Table:

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Outstanding Equity Awards at Year End Fiscal 20132014

The following table details information concerning unexercised stock options, stock options that have not vested, stock awards that have not vested, and stock awards that have not vestedbeen earned for each of the executive officers named in the Summary Compensation Table as of February 1, 2014:January 31, 2015: