FIVE BELOW, INC

The proposal asks the board to amend any provisions in the company’s governing documents that require greater-than-simple-majority approval so they instead require a majority of votes cast (or another simple-majority standard permitted by law). The proponent notes the proxy statement currently includes supermajority thresholds (citing an 80% example) and argues such standards limit shareholder influence, entrench management and can discourage beneficial transactions. The supporting statement cites governance advisors and large asset managers who favor eliminating supermajority requirements and lists companies that do not have such provisions. If adopted, the proposal would direct the board to initiate the amendment process necessary to implement the voting standard changes.