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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:
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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).
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e) At the 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”) of Dollar Tree, Inc. (the “Company”) held on June
10, 2021, the Company’s shareholders, upon recommendation of the Board of Directors of the Company, approved and adopted the Company’s 2021 Omnibus Incentive Plan (the “Plan”).The Plan replaces and supersedes the Dollar Tree, Inc. 2011 Omnibus Incentive Plan, as amended and restated, except that all outstanding awards that were granted under the prior plan continue to be governed under the terms and conditions of the prior plan and applicable award agreements. A copy of the Plan is attached to this report as Exhibit 10.1 and is incorporated
herein by reference.
A description of the material terms and conditions of the Plan was previously reported under the heading “Summary of the Plan” in Proposal No. 4 on pages 109-116 of the Company’s definitive Proxy Statement for the 2021 Annual Meeting filed on Schedule 14A with the Securities and Exchange Commission on April 23, 2021 (the “Proxy Statement”). The description of the Plan set forth in the Proxy Statement is qualified in its entirety by reference to the full text of the Plan attached hereto as Exhibit 10.1.
In connection with the approval of the Plan by shareholders
at the 2021 Annual Meeting, the Compensation Committee of the Board of Directors approved certain forms of award agreements to be used in connection with the Plan.Copies of the forms of award agreements are attached to this report as Exhibits 10.2, 10.3, 10.4 and 10.5 and are incorporated herein by reference.
The Board of Directors of the Company also approved an amendment to Section 1.3 of the Company’s 2013 Director Deferred Compensation Plan, as amended and restated effective December 31, 2016, to revise the definition of “Omnibus Incentive
Plan” to include the Plan as a successor to the 2011 Omnibus Incentive Plan, which expired as to new awards in March 2021. A copy of the 2013 Director Deferred Compensation Plan, as amended and restated effective June 10, 2021, is attached to this report as Exhibit 10.6 and is incorporated herein by reference.
The Board of Directors of the
Company approved an amendment to Article III, Section 2 of the Company’s By-Laws to reduce the size of the Board from thirteen directors to eleven directors, effective immediately prior to the convening of the 2021 Annual Meeting on June 10, 2021.The reduction in the size of the Board was approved in connection with the retirements of Thomas A. Saunders III and Carl P. Zeithaml from service on the Board at the Annual Meeting.
In addition, the Board of Directors of the Company approved an amendment to the
Company’s By-Laws, effective June 10, 2021, to add a new Article X which provides, among other things, that, unless the Company otherwise consents in writing, the federal and state courts in the Commonwealth of Virginia shall be the sole and exclusive forum for certain actions or proceedings, including (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting breach of fiduciary duty claims, (iii) any action asserting claims arising under the Virginia Stock Corporation Act, the Company’s Articles
of Incorporation or By-Laws, (iv) any action or proceeding to interpret, apply, enforce or determine the validity of the Company’s Articles of Incorporation or By-Laws, (v) any action or proceeding regarding indemnification or advancement or reimbursement of expenses arising out of the Articles of Incorporation, By-Laws or otherwise, (vi) any action asserting a claim governed by the internal affairs doctrine or (vii) any action asserting one or
more “internal corporate claims,” as that term is defined in subsection C of Section 13.1-624 of the Virginia Stock Corporation Act, in all cases to the fullest extent permitted by law.Article X of the By-Laws further provides that, unless the Company otherwise consents in writing, the United States federal district courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The
Company’s 2021 Annual Meeting was held on June 10, 2021. The final voting results for each matter voted on by shareholders at the 2021 Annual Meeting are as follows:
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
182,247,252
18,518,132
58,102
9,761,458
Gregory M. Bridgeford
187,187,034
13,578,546
57,906
9,761,458
Thomas
W. Dickson
189,568,072
11,197,165
58,249
9,761,458
Lemuel E. Lewis
180,491,727
20,272,768
58,991
9,761,458
Jeffrey G. Naylor
186,893,874
13,871,320
58,292
9,761,458
Winnie
Y. Park
190,101,477
10,665,793
56,216
9,761,458
Bob Sasser
186,161,034
14,509,726
152,726
9,761,458
Stephanie P. Stahl
186,322,518
14,438,129
62,839
9,761,458
Carrie
A. Wheeler
188,333,770
12,436,025
53,691
9,761,458
Thomas E. Whiddon
178,429,865
22,335,047
58,574
9,761,458
Michael A. Witynski
189,415,766
11,349,743
57,977
9,761,458
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 23, 2021.
Votes For
Votes Against
Abstain
Broker
Non-Votes
180,317,433
19,730,654
775,399
9,761,458
3.The shareholders ratified the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2021.
Votes
For
Votes Against
Abstain
202,710,174
7,734,376
140,394
4.The shareholders approved the Dollar Tree, Inc. 2021 Omnibus Incentive Plan.
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.
