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(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:
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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
iCommon Stock, par value $.01 per share
iDLTR
iNASDAQ
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 i☐
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. ☐
At the 2022 annual meeting of stockholders (the “2022 Annual Meeting”) of Dollar Tree, Inc. (the “Company”)
held on June 30, 2022, the Company’s stockholders, upon recommendation of the Board of Directors of the Company, approved an amendment to add Article IX to the Company’s Articles of Incorporation (“Articles”) relating to the right to call special meetings of stockholders (the “Amendment”).The Amendment provides, among other things, a right of stockholders owning 15% or more of the voting power of the then outstanding shares of Company common stock to call a special meeting of stockholders for any purpose that could be
considered at an annual meeting of stockholders, including the election and/or removal of any director or directors of the Company.
The Company filed Articles of Amendment to the Articles of Incorporation of Dollar Tree, Inc. relating to such Amendment with the Virginia State Corporation Commission on July 1, 2022. The Articles of Amendment are expected to become effective on July 1, 2022, and will be filed as an exhibit to the Company’s
Form 10-Q for the second quarter of fiscal 2022.
In connection with the adoption of the Amendment, the Board of Directors of the Company previously approved amendments to Article II, Section 3 of the Company’s Amended and Restated By-Laws (the “By-Laws”), the effectiveness of which were contingent upon shareholder approval of the Amendment at the 2022 Annual Meeting. These By-Law amendments implement the Amendment to the
Company’s Articles by establishing the process and requirements by which stockholders may call a special meeting of stockholders.The By-Law amendments are effective July 1, 2022.
As amended, Article II, Section 3 of the By-Laws provides, among other things, that special meetings of the Company’s stockholders (i) may be called by the Board of Directors, or by the chairman or vice chairman of the Board of Directors, or the chief executive officer of the Company;
and (ii) shall be called by the chairman of the Board or the secretary of the Company upon the written request of one or more stockholders that own, or who are acting on behalf of persons who own, shares representing fifteen percent (15%) or more of the voting power of the then outstanding shares of common stock entitled to vote on the matter or matters to be brought before the proposed special meeting.
Article II, Section 3 of the amended By-Laws further provides that special meetings requested by stockholders shall be held not more than ninety (90) days after the date on which the special meeting request is delivered to the chairman of the Board of Directors or to the secretary of the
Company, that the record date for a special meeting shall not be more than seventy (70) days prior to the date of such special meeting, and that nominations of persons for election to the Board of Directors at a special meeting of stockholders may be made by stockholders in accordance with the notice and other requirements set forth in the amended By-Laws.All business to be transacted at any special meeting of stockholders shall be limited to the purpose or purposes stated in the Company’s notice of the special meeting.
Prior to these amendments, Article II, Section 3 of the By-Laws provided
that special meetings of the stockholders may be called only by the Board of Directors, the chairman of the Board or the chief executive officer of the Company, whenever deemed necessary.
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 5.07. Submission of Matters to a Vote of Security Holders.
The Company’s 2022 Annual Meeting was held on June 30, 2022. The final voting results for each matter voted on by stockholders at the 2022 Annual Meeting are as follows:
1.The stockholders 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
Thomas W. Dickson
183,627,252
11,324,232
64,745
7,395,790
Richard W. Dreiling
189,676,035
5,282,914
57,280
7,395,790
Cheryl
W. Grisé
192,703,626
2,251,574
61,029
7,395,790
Daniel J. Heinrich
194,428,289
520,700
67,240
7,395,790
Paul C. Hilal
192,530,670
2,378,798
106,761
7,395,790
Edward
J. Kelly, III
193,715,469
1,244,679
56,081
7,395,790
Mary A. Laschinger
194,174,268
780,676
61,285
7,395,790
Jeffrey G. Naylor
192,080,157
2,871,176
64,896
7,395,790
Winnie
Y. Park
192,064,669
2,890,285
61,275
7,395,790
Bertram L. Scott
191,566,517
3,387,672
62,040
7,395,790
Stephanie P. Stahl
189,861,775
5,094,142
60,312
7,395,790
Michael
A. Witynski
194,467,882
490,950
57,397
7,395,790
2.The stockholders 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 May 18, 2022.
Votes
For
Votes Against
Abstain
Broker Non-Votes
167,969,608
26,072,330
974,291
7,395,790
3.The stockholders ratified the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2022.
Votes
For
Votes Against
Abstain
193,708,656
8,637,679
65,684
4.The stockholders approved an amendment to add Article IX to the Company’s Articles of Incorporation relating to the right to call special meetings of stockholders.
Votes
For
Votes Against
Abstain
Broker Non-Votes
194,269,883
554,662
191,684
7,395,790
5.The shareholder proposal requesting that the Board of Directors issue a report on climate transition planning was approved by the stockholders.
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.
