false--01-30 0000935703 0000935703 2020-06-11 2020-06-11
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 11, 2020
DOLLAR TREE, INC.
(Exact name of registrant as specified in its charter)

Virginia | 0-25464 | 26-2018846
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.)

500 Volvo Parkway |
Chesapeake, | Virginia | 23320
(Address of principal executive offices) | (Zip Code)

(757) 321-5000
(Registrant’s telephone number, including area code)
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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading symbol(s) | Name of each exchange on which registered
Common Stock, par value $.01 per share | DLTR | NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously reported by Dollar Tree, Inc. (the “Company”) in a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 15, 2020, the Board of Directors of the Company on April 13, 2020 approved an amendment to the Company’s By-Laws (the “Amended By-Laws”) to reduce the size of the Board from thirteen directors to twelve directors, effective immediately prior to the convening of the 2020 Annual Meeting of Shareholders. The reduction in the size of the Board was approved in connection with the retirement of Conrad M. Hall from service on the Board at the Annual Meeting.
The Amended By-Laws became effective on June 11, 2020. A copy of the Amended By-Laws is attached to this report as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders of the Company was held on June 11, 2020. The following items were voted on by shareholders and listed below are the final voting results:

1. | The shareholders elected the following individuals to the Company’s Board of Directors, each to serve as a director for a one-year term:

Director Nominee | Votes For | Votes Against | Abstain | Broker Non-Votes
Arnold S. Barron | 186,395,090 |  | 16,517,775 |  | 67,361 |  | 10,255,184 |
Gregory M. Bridgeford | 192,433,831 |  | 10,479,510 |  | 66,885 |  | 10,255,184 |
Thomas W. Dickson | 194,661,480 |  | 8,251,578 |  | 67,168 |  | 10,255,184 |
Lemuel E. Lewis | 183,721,189 |  | 19,194,101 |  | 64,936 |  | 10,255,184 |
Jeffrey G. Naylor | 191,938,723 |  | 10,975,534 |  | 65,969 |  | 10,255,184 |
Gary M. Philbin | 187,076,306 |  | 15,842,425 |  | 61,495 |  | 10,255,184 |
Bob Sasser | 180,597,493 |  | 22,320,785 |  | 61,948 |  | 10,255,184 |
Thomas A. Saunders III | 182,568,087 |  | 20,345,280 |  | 66,859 |  | 10,255,184 |
Stephanie P. Stahl | 189,633,821 |  | 13,285,120 |  | 61,285 |  | 10,255,184 |
Carrie A. Wheeler | 194,686,948 |  | 8,233,038 |  | 60,240 |  | 10,255,184 |
Thomas E. Whiddon | 177,545,995 |  | 25,366,195 |  | 68,036 |  | 10,255,184 |
Carl P. Zeithaml | 186,365,677 |  | 16,546,100 |  | 68,449 |  | 10,255,184 |

2. | The shareholders approved, on an advisory basis, the compensation of the named executive officers disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and related narrative discussion set forth in the Proxy Statement filed by the Company on April 24, 2020.

Votes For | Votes Against | Abstain | Broker Non-Votes
186,828,394 |  | 15,907,256 |  | 244,576 |  | 10,255,184 |

3. | The shareholders ratified the appointment, by the Audit Committee, of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2020.

Votes For | Votes Against | Abstain
206,536,897 |  | 6,617,407 |  | 81,106 |

4. | The shareholders approved the shareholder proposal on greenhouse gas emissions goals.

Votes For | Votes Against | Abstain | Broker Non-Votes
143,482,246 |  | 51,676,583 |  | 7,821,397 |  | 10,255,184 |

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
3.1 By-Laws of Dollar Tree, Inc., as amended effective June 11, 2020.
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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.

| DOLLAR TREE, INC.
Date: June 12, 2020 | By: | /s/ Kevin S. Wampler
| Kevin S. Wampler
| Chief Financial Officer