[8-K] Dollar Tree Inc. Reports Material Event

Rhea-AI Filing Summary

Dollar Tree has announced significant corporate governance changes following its Annual Meeting of Shareholders on June 19, 2025. The company amended its By-Laws to reduce the size of its Board of Directors from 12 to 11 members.

Key shareholder voting results include:

• Board Elections: All 11 director nominees were successfully elected, with Diane E. Randolph receiving the highest approval (178.1M votes)
• Executive Compensation: Shareholders approved the "say-on-pay" proposal with 168.6M votes in favor (94.5% approval)
• Auditor Ratification: KPMG LLP was confirmed as the independent auditor for fiscal year 2025
• Employee Stock Purchase Plan: The 2025 Employee Stock Purchase Plan was approved with strong support (177.7M votes in favor)

The filing demonstrates strong shareholder support for management initiatives, though some directors like Edward J. Kelly III and Cheryl W. Grisé faced relatively higher opposition votes compared to their peers.

Positive

• Strong shareholder approval for board members with most directors receiving over 95% approval votes
• Shareholders approved new Employee Stock Purchase Plan with overwhelming support (177.7M votes for vs 603K against)
• Board restructuring for increased efficiency by reducing size from 12 to 11 directors

Negative

• Significant opposition to executive compensation package with 9.5M votes against (5.4% of votes cast)
• Notable dissent on appointment of KPMG as auditors with 13.2M votes against (7.1% of total votes)
• Two directors (Edward J. Kelly, III and Cheryl W. Grisé) faced relatively high opposition with over 5M votes against each

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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 19, 2025

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 $0.01 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 June 19, 2025, Dollar Tree, Inc. (the “Company”) amended the Company’s By-Laws to revise Article III, Section 2 of the By-Laws to decrease the number of directors from twelve (12) to eleven (11). The complete text of the By-Laws, as amended, is attached as Exhibit 3.1 to this report 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 19, 2025. The final voting results for each matter voted on by shareholders at the 2025 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
Michael C. Creedon, Jr.			177,719,376			577,778			69,965			9,838,225
William W. Douglas, III			177,717,674			578,136			71,309			9,838,225
Cheryl W. Grisé			172,444,637			5,726,573			195,909			9,838,225
Daniel J. Heinrich			177,734,180			561,109			71,830			9,838,225
Paul C. Hilal			174,214,309			4,083,881			68,929			9,838,225
Timothy A. Johnson			177,543,085			752,102			71,932			9,838,225
Edward J. Kelly, III			168,890,342			9,403,418			73,359			9,838,225
Jeffrey G. Naylor			175,979,955			2,314,689			72,475			9,838,225
Diane E. Randolph			178,121,296			170,864			74,959			9,838,225
Bertram L. Scott			177,183,294			1,114,790			69,035			9,838,225
Stephanie P. Stahl			175,200,588			2,999,269			167,262			9,838,225

2.The shareholders approved, on an advisory basis, the compensation of the Company’s 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 6, 2025.

Votes For			Votes Against			Abstain			Broker Non-Votes
168,595,855			9,544,393			226,871			9,838,225

3.The shareholders ratified the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2025.

Votes For			Votes Against			Abstain
174,873,864			13,261,678			69,802

4.The shareholders approved the adoption of the Dollar Tree, Inc. 2025 Employee Stock Purchase Plan.

Votes For			Votes Against			Abstain			Broker Non-Votes
177,699,996			603,672			63,451			9,838,225

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

3.1			By-Laws of Dollar Tree, Inc. (as amended effective June 19, 2025).
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 20, 2025			By:			/s/ Jonathan B. Leiken
						Jonathan B. Leiken
						Chief Legal Officer

FAQ

What key changes were made to DLTR's Board of Directors in June 2025?

Dollar Tree (DLTR) amended its By-Laws on June 19, 2025, to decrease the number of directors from twelve (12) to eleven (11). All eleven director nominees were successfully elected to serve one-year terms, with Diane E. Randolph receiving the highest approval with 178,121,296 votes in favor.

How did DLTR shareholders vote on executive compensation in the June 2025 meeting?

Shareholders approved the named executive officers' compensation (say-on-pay) with 168,595,855 votes in favor, 9,544,393 votes against, and 226,871 abstentions. This advisory vote was based on compensation disclosures in the Proxy Statement filed on May 6, 2025.

Did DLTR shareholders approve the 2025 Employee Stock Purchase Plan?

Yes, shareholders overwhelmingly approved the adoption of the Dollar Tree, Inc. 2025 Employee Stock Purchase Plan with 177,699,996 votes in favor, 603,672 votes against, and 63,451 abstentions.

Who received the lowest shareholder support among DLTR's director nominees in 2025?

Edward J. Kelly, III received the lowest shareholder support among director nominees with 168,890,342 votes in favor and 9,403,418 votes against, though he was still successfully elected to the board.

Was DLTR's auditor KPMG LLP ratified for fiscal year 2025?

Yes, shareholders ratified the Audit Committee's appointment of KPMG LLP as Dollar Tree's independent registered public accounting firm for fiscal year 2025, with 174,873,864 votes in favor, 13,261,678 votes against, and 69,802 abstentions.