Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 13, 2020, the Board of Directors of Dollar Tree, Inc. (the "Company") approved certain amendments to the Company's By-Laws (the "Amended By-Laws"), which became effective immediately upon the Board's approval.

The Amended By-Laws permit the Company's stockholder meetings to be held solely or in part by means of remote communication, as determined by the Board of Directors in its sole discretion. Prior to the amendment, the By-Laws required stockholder meetings to be held at a physical location. The Amended By-Laws also make certain other clarifying and conforming changes regarding stockholder meetings and permit directors to participate remotely in all Board and committee meetings.

The Amended By-Laws were adopted by the Board primarily to provide the Company with additional flexibility in conducting the Company's stockholder meetings, including the 2020 annual meeting of stockholders, as a result of the current circumstances presented by the coronavirus, or COVID-19, pandemic.

In addition, the Board amended the Company's By-Laws to reduce the size of the Board from thirteen directors to twelve directors, effective immediately prior to the convening of the 2020 annual meeting of stockholders, in anticipation of the retirement of Conrad M. Hall from service on the Board. Mr. Hall's retirement as a director of the Company upon the expiration of his term at the 2020 annual meeting of stockholders was previously reported by the Company on a Form 8-K filed on November 19, 2019.

The foregoing summary of the Amended By-Laws does not purport to be complete and is qualified in its entirety by reference to the Amended By-Laws, a copy of which is attached to this report as Exhibit 3.1 and is incorporated herein by reference. The Amended By-Laws attached to this report contain only those amendments that were effective on April 13, 2020. The amendment to the By-Laws to reflect the reduction in the size of the Board will be filed on a subsequent Form 8-K once the amendment has become effective.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1 By-Laws of Dollar Tree, Inc., as amended effective April 13, 2020.

104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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