Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on March 8, 2022, the Company entered into a
Stewardship Framework Agreement, dated March 8, 2022 (the "Agreement") with
affiliates of Mantle Ridge LP ("Mantle Ridge"), an investment fund.
Pursuant to the Agreement, and as previously announced, effective as of March
16, 2022, (i) each of Bob Sasser, Arnold S. Barron, Gregory M. Bridgeford,
Lemuel E. Lewis, Carrie A. Wheeler and Thomas E. Whiddon (the "Retiring
Directors") retired from the Board, and (ii) each of Richard W. Dreiling, Paul
C. Hilal, Edward J. Kelly, III, Cheryl W. Grisé, Daniel J. Heinrich, Mary A.
Laschinger and Bertram L. Scott (collectively, the "New Directors") joined the
Board, with Messrs. Dreiling, Hilal, and Kelly serving as Executive Chairman,
Vice Chairman, and Lead Independent Director of the Board, respectively. The
Company will subsequently nominate each of the New Directors, as well as Michael
A. Witynski, Thomas W. Dickson, Jeffrey G. Naylor, Winnie Y. Park and Stephanie
P. Stahl, to stand for election at the 2022 annual meeting of shareholders of
the Company. None of the Retiring Directors have retired as a result of any
disagreement with the Company on any matter relating to the Company's
operations, policies or practices.
In addition, in connection with the Agreement, the following previously
announced appointments to the committees of the Board became effective as of
March 16, 2022: (i) Messrs. Heinrich and Scott and Ms. Park as members of the
Audit Committee, with Mr. Naylor serving as Chair, (ii) Mr. Hilal, Ms.
Laschinger, Mr. Dickson and Ms. Park as members of the Compensation Committee,
with Ms. Grisé serving as Chair, (iii) Mr. Hilal, Ms. Grisé, Ms. Stahl and Mr.
Dickson as members of the Nominating and Governance Committee, with Mr. Kelly
serving as Chair, (iv) Messrs. Hilal, Naylor and Kelly as members of the Finance
Committee, with Mr. Heinrich serving as Chair, and (v) Mr. Kelly, Ms. Laschinger
and Mr. Scott as members of the Sustainability and Corporate Social
Responsibility Committee, with Ms. Stahl serving as Chair.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
In connection with the Agreement, and as previously announced, on March 8, 2022
the Board approved amendments to its Bylaws, to, among other things, (i) set
forth updated roles and responsibilities for the positions of Executive
Chairman, Vice Chairman and Lead Independent Director, and (ii) increase the
size of the Board to 12 members. These amendments became effective on March 16,
2022.
The above summary does not purport to be complete and is qualified in its
entirety by reference to the Bylaws, a copy of which is filed as Exhibit 3.1 to
this Amendment No. 1 to the Current Report on Form 8-K and is incorporated
herein by reference.
Cautionary Statements Regarding Forward-Looking Information
This communication may contain certain "forward-looking statements" as that term
is used in the Private Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by the fact that they address future events,
developments and results and do not relate strictly to historical facts. Any
statements contained herein that are not statements of historical facts may be
deemed to be forward-looking statements. Forward-looking statements include,
without limitation, statements preceded by, followed by or including words such
as "believe," "anticipate," "expect," "intend," "plan," "view," "target" or
"estimate," "may," "will," "should," "predict," "possible," "potential,"
"continue," "strategy," and similar expressions. Although Dollar Tree believes
that the expectations reflected in these forward-looking statements are
reasonable, these statements are not guarantees of future performance and
involve risks and uncertainties, which are subject to change based on various
important factors (some of which are beyond Dollar Tree's control). Moreover,
new risks and uncertainties emerge from time to time and it is not possible for
Dollar Tree to predict all risks and uncertainties that could have an impact on
its forward-looking statements. More detailed information about these factors
may be found in filings made by Dollar Tree with the SEC, including Annual
Reports on Form 10-K and Quarterly
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Reports on Form 10-Q. Dollar Tree is under no obligation to, and expressly
disclaims any such obligation to, update or alter forward-looking statements,
whether as a result of new information, future events, or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
3.1 Amended and Restated By-Laws of Dollar Tree, Inc., effective March 16, 2022
(incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K
filed with the Securities and Exchange Commission on March 8, 2022).
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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