UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
| (Address of Principal Executive Offices) (Zip Code) |
Registrant’s telephone number, including area code:
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On September 18, 2024, Five Below, Inc. (the “Company”) and Michael F. Romanko, the Company’s Chief Merchandising Officer, entered into an agreement (the “Cessation Agreement”) providing for Mr. Romanko’s retirement and the cessation of his employment with the Company, effective as of November 17, 2024.
Under the Cessation Agreement, Mr. Romanko will remain available to the Company through May 17, 2025 to assist in the transition of his duties and, in exchange for his execution of a general release of claims, will receive a lump sum payment of $821,445.53, equal to 12 months of his base salary and the cost of 12 months of COBRA coverage.
After Mr. Romanko’s exit, Andy Kunselman, SVP, General Merchandsing Manager and lead executive of the Company’s merchandising organization, will report directly to Kenneth R. Bull, interim President and Chief Executive Officer and Chief Operating Officer. Interim Executive Chairman of the Board, Tom Vellios, will continue advising Mr. Bull and the executive leadership team, including with respect to the Company’s merchandising operations and initiatives.
The foregoing description of the Cessation Agreement is not complete and is subject to, and qualified in its entirety by, the terms of the Cessation Agreement, a form of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Cessation Agreement, dated September 18 2024, by and between Five Below, Inc. and Michael F. Romanko. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 18, 2024 | Five Below, Inc. | |||||
| By: | /s/ Kristy Chipman | |||||
| Name: | Kristy Chipman | |||||
| Title: | Chief Financial Officer & Treasurer | |||||