Washington, D.C. 20549






Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934



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Five Below, Inc.

(Name of Registrant as Specified in its Charter)

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See the reverse side of this notice to obtain proxy materials and voting instructions. *** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on <mtgdate>. You are receiving this communication because you hold shares in the above named company. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. Meeting Information Meeting Type: <mtgtype> For holders as of: <recdate> Date: Time: <mtgtime> Location: 0000293639_1 R1.0.1.25 FIVE BELOW, INC. FIVE BELOW, INC. 1818 MARKET STREET SUITE 2000 PHILADELPHIA, PA 19103 Annual Meeting April 26, 2016 June 21, 2016 June 21, 2016 9:00 AM EDT Pepper Hamilton LLP 3000 Two Logan Square 18th and Arch Streets Philadelphia, PA 19103 five below


Please Choose One of the Following Voting Methods Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to Have the information that is printed in the box marked by the arrow available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. How To Vote Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. 0000293639_2 R1.0.1.25 1. Notice & Proxy Statement 2. Annual Report Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before June 07, 2016 to facilitate timely delivery.


Voting items 0000293639_3 R1.0.1.25 The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees 1A Catherine E. Buggeln 1B Michael F. Devine III 1C Ronald L. Sargent 1D Daniel J. Kaufman 1E Richard L. Markee The Board of Directors recommends you vote FOR proposals 2, 3, 4 and 5. 2. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the current fiscal year ending January 28, 2017. 3. To approve the Company’s Amended and Restated Equity Incentive Plan. 4. To approve the Company’s 2016 Performance Bonus Plan. 5. To approve, by non-binding vote, the Company’s Named Executive Officer compensation. NOTE: The shares represented by this proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder(s). If no direction is made, this proxy will be voted FOR the election of the nominees listed under proposal 1 above and FOR proposals 2, 3, 4 and 5. If any other matters properly come before the meeting, the persons named in this proxy will vote in their discretion.


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