Dollar Tree changes shareholder meeting rules
The revisions address how shareholders request special meetings and submit nominations or other business, including expanded disclosures for people acting in concert.
Rhea-AI Filing Summary
Dollar Tree, Inc. (DLTR) amended its bylaws effective September 24, 2026. The revisions address shareholder voting and meeting procedures, including notice, record dates, proxy voting and appointment of an inspector of election. They also revise procedures for shareholder-requested special meetings and consolidate and update advance-notice rules for nominations and other business at annual meetings, with expanded disclosures covering affiliates, associates and others acting in concert. Other changes clarify director-election voting provisions, Board meeting procedures and officer roles and duties.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.03, 9.01
2 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 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Terms
record date, shareholder-requested special meetings, advance notice bylaws, majority or plurality voting, +1 more
5 terms
record date technical
"process for setting the record date"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
advance notice bylaws technical
"consolidate and update the advance notice bylaws"
Advance notice bylaws are rules a company sets that require shareholders to tell the company ahead of time if they want to nominate board candidates or add items to the agenda for a shareholder meeting. Like an RSVP deadline for changes, they give the company time to review and organize submissions, and they matter to investors because they affect how easily activists or dissident shareholders can challenge management or influence company decisions.
majority or plurality voting technical
"applicability of majority or plurality voting"
inspector of election technical
"appointing an inspector of election"
An inspector of election is an independent individual or firm appointed to oversee and verify a company’s shareholder vote, acting like a neutral referee who counts ballots, confirms voter eligibility, and certifies the official results. Investors care because the inspector’s work ensures votes on key issues — such as board members, mergers or executive pay — are tallied fairly and accurately, which protects shareholder rights and preserves confidence in corporate governance.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What bylaw changes did DLTR make?
Dollar Tree revised procedures for shareholder-requested special meetings and updated advance-notice rules for annual-meeting nominations and other business. The changes include expanded disclosures covering affiliates, associates and others acting in concert, and updates to shareholder voting and meeting procedures, Board meetings and officer roles.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 24, 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 September 24, 2026, the Board of Directors (“Board”) of Dollar Tree, Inc. (the “Company”) amended the Company’s By-Laws, effective immediately. The amendments to the By-Laws, among other things:
•make certain technical changes to the shareholder voting and meeting process that conform with Virginia law, including with respect to giving notice, setting the record date, voting by proxy, and appointing an inspector of election;
•revise certain procedures applicable to shareholder-requested special meetings, including with respect to a process for setting the record date for determining shareholders entitled to call a special meeting, the nomination deadline for special meetings at which directors are to be elected, and revocation of special meeting requests by shareholders;
•consolidate and update the advance notice bylaws for shareholder nominations and other business for annual meetings, including certain notice timing provisions, expanding disclosure requirements to cover affiliates, associates and others acting in concert, and the deadline for shareholder nominees to submit questionnaires;
•update and clarify the date for determining applicability of majority or plurality voting for director elections, provisions relating to calling special Board meetings and remote participation in Board meetings; and
•revise certain provisions relating to officer roles and duties.
In addition, the amendments to the By-Laws include certain other technical, ministerial, and conforming changes.
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.
| Exhibit No. | Description of Exhibit | |||||||
| 3.1 | Amended and Restated By-Laws of Dollar Tree, Inc. (effective September 24, 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: September 25, 2026 | By: | /s/ John S. Mitchell, Jr. | ||||||
| John S. Mitchell, Jr. | ||||||||
| Chief Legal Officer | ||||||||