Dollar Tree (NASDAQ: DLTR) cuts board to 10, shareholders back pay and KPMG
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Dollar Tree, Inc. reported results from its 2026 annual shareholder meeting and a bylaw change. The board amended its By-Laws to reduce the number of directors from eleven to ten. Shareholders elected ten director nominees, each receiving over 165 million votes in favor, with several above 170 million.
Shareholders approved, on an advisory basis, the compensation of the company’s named executive officers, with 159,741,531 votes for and 10,923,913 against. They also ratified the Audit Committee’s appointment of KPMG LLP as independent registered public accounting firm for fiscal 2026. A shareholder proposal to establish a right to act by written consent did not pass, receiving 8,920,820 votes for and 161,555,808 against.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.03, 5.07, 9.01
3 items
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Board size: 10 directors
Highest director support: 170,864,971 votes for
Say-on-pay approval: 159,741,531 votes for
+3 more
6 metrics
Board size
10 directors
By-Laws amended from eleven to ten directors on June 16, 2026
Highest director support
170,864,971 votes for
Election of Michael C. Creedon, Jr.
Say-on-pay approval
159,741,531 votes for
Advisory vote on executive compensation
Auditor ratification for KPMG
163,833,056 votes for
Independent registered public accounting firm for fiscal 2026
Written consent proposal support
8,920,820 votes for
Shareholder proposal on right to act by written consent, not approved
Opposition to written consent
161,555,808 votes against
Shareholder proposal on right to act by written consent
Key Terms
By-Laws, Broker Non-Votes, independent registered public accounting firm, written consent, +1 more
5 terms
By-Laws regulatory
"the Company amended the Company’s By-Laws to revise Article III, Section 2"
By-laws are the internal rules a corporation uses to run itself—how directors are chosen, how meetings are run, what officers do, and how voting and record-keeping work. For investors, by-laws matter because they shape who controls decisions, how easily management can be changed, and what rights shareholders have; think of them as the company’s operating manual that can influence governance, risk and the value of your stake.
Broker Non-Votes financial
"Director Nominee | Votes For | Votes Against | Abstain | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
written consent regulatory
"shareholder proposal requesting a shareholder right to act by written consent"
A written consent is a formal, signed document in which shareholders or directors approve a corporate action without holding a live meeting, similar to signing a petition instead of gathering in person. It matters to investors because it can speed decisions, create a clear legal record of approval, and affect control or governance outcomes — for example enabling changes that would otherwise require a vote at a meeting.
advisory basis financial
"The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers"
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 16, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (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 | ||||||
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 16, 2026, 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 eleven (11) to ten (10). 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 16, 2026. The final voting results for each matter voted on by shareholders at the 2026 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. | 170,864,971 | 120,553 | 35,288 | 5,378,553 | ||||||||||
| William W. Douglas, III | 170,035,321 | 933,701 | 51,790 | 5,378,553 | ||||||||||
| Cheryl W. Grisé | 167,273,014 | 3,581,392 | 166,406 | 5,378,553 | ||||||||||
| Daniel J. Heinrich | 170,685,466 | 295,577 | 39,769 | 5,378,553 | ||||||||||
| Paul C. Hilal | 169,323,644 | 1,656,669 | 40,499 | 5,378,553 | ||||||||||
| Timothy A. Johnson | 170,828,627 | 140,589 | 51,596 | 5,378,553 | ||||||||||
| Edward J. Kelly, III | 165,901,567 | 5,074,275 | 44,970 | 5,378,553 | ||||||||||
| Diane E. Randolph | 170,799,384 | 181,559 | 39,869 | 5,378,553 | ||||||||||
| Bertram L. Scott | 170,369,296 | 609,044 | 42,472 | 5,378,553 | ||||||||||
| Stephanie P. Stahl | 166,778,231 | 4,068,313 | 174,268 | 5,378,553 | ||||||||||
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 1, 2026.
| Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||
| 159,741,531 | 10,923,913 | 355,368 | 5,378,553 | ||||||||
3.The shareholders ratified the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| Votes For | Votes Against | Abstain | ||||||
| 163,833,056 | 12,526,088 | 40,221 | ||||||
4.The shareholders did not approve the shareholder proposal requesting a shareholder right to act by written consent.
| Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||
| 8,920,820 | 161,555,808 | 544,184 | 5,378,553 | ||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |||||||
| 3.1 | By-Laws of Dollar Tree, Inc. (as amended effective June 16, 2026). | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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 23, 2026 | By: | /s/ John S. Mitchell, Jr. | ||||||
| John S. Mitchell, Jr. | ||||||||
| Chief Legal Officer | ||||||||
FAQ
What governance change did Dollar Tree (DLTR) make on June 16, 2026?
Dollar Tree amended its By-Laws to reduce its board size from eleven directors to ten. This change was implemented through a revision to Article III, Section 2, effective June 16, 2026.
Were Dollar Tree (DLTR) director nominees elected at the 2026 annual meeting?
Yes. All ten director nominees were elected for one-year terms. Each nominee received more than 165 million votes for, with some, such as Timothy A. Johnson, exceeding 170 million votes in favor.
Who is Dollar Tree’s (DLTR) independent auditor for fiscal 2026?
Shareholders ratified the Audit Committee’s appointment of KPMG LLP as Dollar Tree’s independent registered public accounting firm for fiscal 2026, with 163,833,056 votes for, 12,526,088 against, and 40,221 abstentions.
Did Dollar Tree (DLTR) change its By-Laws filing in this report?
Yes. The report notes amended By-Laws effective June 16, 2026 and includes the complete amended By-Laws as Exhibit 3.1, which is incorporated by reference into the report.