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:
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Director Nominee
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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Michael C. Creedon, Jr.
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170,864,971
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120,553
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35,288
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5,378,553
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William W. Douglas, III
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170,035,321
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933,701
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51,790
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5,378,553
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Cheryl W. GriseĢ
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167,273,014
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3,581,392
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166,406
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5,378,553
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Daniel J. Heinrich
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170,685,466
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295,577
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39,769
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5,378,553
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Paul C. Hilal
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169,323,644
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1,656,669
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40,499
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5,378,553
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Timothy A. Johnson
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170,828,627
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140,589
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51,596
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5,378,553
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Edward J. Kelly, III
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165,901,567
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5,074,275
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44,970
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5,378,553
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Diane E. Randolph
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170,799,384
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181,559
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39,869
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5,378,553
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Bertram L. Scott
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170,369,296
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609,044
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42,472
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5,378,553
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Stephanie P. Stahl
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166,778,231
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4,068,313
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174,268
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5,378,553
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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.
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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159,741,531
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10,923,913
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355,368
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5,378,553
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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.
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Votes For
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Votes Against
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Abstain
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163,833,056
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12,526,088
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40,221
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4.The shareholders did not approve the shareholder proposal requesting a shareholder right to act by written consent.
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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8,920,820
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161,555,808
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544,184
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5,378,553
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