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, Richard W. Dreiling, age 68, was
appointed as Executive Chairman and as a director of Dollar Tree, Inc. (the
"Company" or "Dollar Tree") effective as of March 16, 2022, in connection with
Dollar Tree's entry into a Stewardship Framework Agreement with affiliates of
Mantle Ridge LP, an investment fund.
On March 19, 2022, the Company entered into an Executive Agreement (the
"Agreement") with Mr. Dreiling governing his service as Executive Chairman,
which provides a term of five years. Mr. Dreiling will be entitled to an annual
base salary of not less than $1,000,000, subject to review annually for increase
in the sole discretion of the Board of Directors of Dollar Tree (the "Board").
Mr. Dreiling will be eligible to participate in employee welfare and benefit
plans and programs of the Company as are made available to the Company's senior
level executives and to its employees generally. Mr. Dreiling will also be
entitled to use of the Company aircraft, provided that Mr. Dreiling is required
to reimburse the Company for the full incremental costs associated with any
non-business use. The Company will also reimburse Mr. Dreiling for his lodging
while in Chesapeake, Virginia.
Pursuant to the Agreement, Mr. Dreiling was granted a one-time award of options
to purchase 2,252,587 shares of Company common stock with an exercise price per
share of $157.17, reflecting the closing price of a share of Dollar Tree common
stock on March 18, 2022 (the "Option Award"). The Option Award was granted as an
"employment inducement grant" within the meaning of Rule 5635(c)(4) of the
NASDAQ Listing Rules. The Option Award has a ten year term and is scheduled to
vest in equal installments on each of the first five anniversaries of the grant
date, subject to Mr. Dreiling's continued employment with the Company through
each vesting date.
Upon a termination of Mr. Dreiling's employment by the Company without cause or
by Mr. Dreiling for good reason (each of "cause" and "good reason" have the
meaning set forth in the Agreement) (a "Qualifying Termination"), Mr. Dreiling
will receive, subject to continued compliance with the restrictive covenants in
the Agreement and execution and non-revocation of a separation agreement
containing a release of claims, (i) continued base salary for 24 months
following termination (or, if shorter, through the end of the term) and (ii)
accelerated vesting of an additional number of options of the Option Award that
would have vested through the 365th day after Mr. Dreiling's termination had his
employment not terminated and assuming daily vesting of the Option Award (the
"365 Day Vesting"), or, in the case of a Qualifying Termination within six
months prior to, or two years following, a change in control (as defined in the
Agreement), accelerated vesting of the pro rata portion of the Option Award that
would have vested at the next anniversary of the Option Award's date of grant
(the "Equity Acceleration Benefit"), plus accelerated vesting of one additional
tranche of the Option Award. Upon termination of Mr. Dreiling's employment due
to his death or disability (as defined in the Agreement), Mr. Dreiling will be
eligible to receive the 365 Day Vesting. Upon Mr. Dreiling's retirement (as
determined in the sole discretion of the Board), Mr. Dreiling will be eligible
to receive the Equity Acceleration Benefit.
The employment agreement contains certain covenants by which Mr. Dreiling is
bound, including covenants not to compete with or solicit employees of the
Company for a specified period following the termination of Mr. Dreiling's
employment.
The foregoing description does not purport to be complete and is qualified in
its entirety by reference to the Agreement and the Nonstatutory Stock Option
Agreement pursuant to which the Option Award was granted, which are attached as
Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K
and incorporated into this Item 5.02 by reference.
Item 7.01. Regulation FD Disclosure.
On March 21, 2022, the Company issued a press release announcing the grant of
the Option Award to Mr. Dreiling pursuant to the Agreement. A copy of the press
release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
The information contained in this item, including that incorporated by
reference, is being furnished to the Securities and Exchange Commission. Such
information shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
Section. The information shall not be deemed incorporated by reference into any
registration statement or other document filed pursuant to the Securities Act of
1933, except as expressly set forth by specific reference in such filing.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Executive Agreement, effective March 19, 2022, by Richard W. Dreiling and the
Company (portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of
Regulation S-K).
10.2 Nonstatutory Stock Option Agreement, effective March 19, 2022, by Richard W.
Dreiling and the Company.
99.1 Press release dated March 21, 2022 issued by Dollar Tree, Inc.
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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