0000935703 false--02-03 0000935703 2023-09-19 2023-09-19
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): September 19, 2023
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.
On September 19, 2023, the Board of Directors of Dollar Tree, Inc. (the “Company”) amended the Company’s By-Laws, effective immediately.
The amendments to the By-Laws, among other things, revised certain provisions of Article V to (i) allow the Board of Directors and, in some cases, the Chief Executive Officer, additional flexibility to designate the officer positions of the Company from time to time, (ii) authorize the Chief Executive Officer to appoint and remove certain officers, (iii) remove the requirement that the Chief Executive Officer be appointed from among the Board members, (iv) delete the descriptions of certain minor officer positions, and (v) clarify an officer’s ability to delegate some or all of the duties and powers.
The Company also revised Article VI of the By-Laws to make certain conforming changes and to update the officers authorized to act on behalf of the Company to align with the Company’s current organizational structure.
The foregoing description of the amendments to the Company’s By-Laws is not intended to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated By-Laws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

3.1 | By-Laws of Dollar Tree, Inc. (as amended effective September 19, 2023).
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: September 20, 2023 | By: | /s/ Jeffrey A. Davis
| Jeffrey A. Davis
| Chief Financial Officer