DEAR FELLOW SHAREHOLDERS: Five Below’s governing documents include ultra-high “supermajority” voting requirements, preventing shareholders from making potentially advantageous governance policy amendments without the affirmative vote of 80% of all outstanding votable shares. Such requirements are widely viewed as poor governance as they diminish board accountability and inhibit shareholder rights. Further, they can disadvantageously have the effect of discouraging tender offers and of entrenching management regardless of performance. Indeed, if action is good for the company, the Board should make its case to shareholders and seek majority approval; if it cannot make its case, shareholders should be able to meaningfully exercise their rights to stop such action. Thus, we believe all matters permitted by law to be approved via simple majority should be presented to shareholders without heightened barriers. Glass Lewis agrees, concluding that “a simple majority is appropriate to approve all matters presented to shareholders.” Institutional Shareholder Services (ISS), which supports eliminating supermajority requirements, calls them “materially adverse to shareholder rights.” And major asset managers like BlackRock and Vanguard also generally support reducing or eliminating supermajority requirements. Further, just some of the major companies whose recent proxy statements tout their lack of supermajority voting provisions: 3M, Allstate, BJ’s Wholesale, BNY Mellon, Boeing, Capital One, Chevron, CVS, Danaher, Darden, Dow, Ebay, FedEx, Ford, GE, GM, GoDaddy, Goldman Sachs, Hershey, IBM, Jack in the Box, Johnson & Johnson, JPMorgan Chase, Korn Ferry, Lockheed Martin, McKesson, Motorola Solutions, Nasdaq, PG&E, Quest Diagnostics, Salesforce, United Airlines, Walmart, Western Union, and Wendy’s. Given the broad-ranging support for simple majority voting requirements, it’s perhaps unsurprising that proposals on this topic have passed in landslide votes at other companies. Just a few examples of companies where supermajority proposals filed by shareholders but opposed by management have overwhelmingly passed include Tesla, McDonald’s, Staples, Netflix, Kellogg, Hess, UNFI, FirstEnergy, and Walgreen’s. Based on the foregoing, we believe support for this request is clearly warranted. Thank you.