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

As previously reported by Dollar Tree, Inc. (the "Company") in a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 15, 2020, the Board of Directors of the Company on April 13, 2020 approved an amendment to the Company's By-Laws (the "Amended 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 Shareholders. The reduction in the size of the Board was approved in connection with the retirement of Conrad M. Hall from service on the Board at the Annual Meeting.

The Amended By-Laws became effective on June 11, 2020. A copy of the Amended By-Laws is attached to this report as Exhibit 3.1 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 11, 2020. The following items were voted on by shareholders and listed below are the final voting results:

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:

Director Nominee Votes For Votes Against Abstain Broker Non-Votes Arnold S. Barron 186,395,090 16,517,775 67,361 10,255,184 Gregory M. Bridgeford 192,433,831 10,479,510 66,885 10,255,184 Thomas W. Dickson 194,661,480 8,251,578 67,168 10,255,184 Lemuel E. Lewis 183,721,189 19,194,101 64,936 10,255,184 Jeffrey G. Naylor 191,938,723 10,975,534 65,969 10,255,184 Gary M. Philbin 187,076,306 15,842,425 61,495 10,255,184 Bob Sasser

             180,597,493     22,320,785   61,948        10,255,184

Thomas A. Saunders III 182,568,087 20,345,280 66,859 10,255,184 Stephanie P. Stahl 189,633,821 13,285,120 61,285 10,255,184 Carrie A. Wheeler 194,686,948 8,233,038 60,240 10,255,184 Thomas E. Whiddon 177,545,995 25,366,195 68,036 10,255,184 Carl P. Zeithaml 186,365,677 16,546,100 68,449 10,255,184





2.  The shareholders approved, on an advisory basis, the compensation of the
    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 April 24,
    2020.



 Votes For   Votes Against  Abstain  Broker Non-Votes
186,828,394     15,907,256  244,576        10,255,184



3.  The shareholders ratified the appointment, by the Audit Committee, of KPMG
    LLP as the Company's independent registered public accounting firm for fiscal
    year 2020.



 Votes For   Votes Against  Abstain
206,536,897      6,617,407   81,106

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4.  The shareholders approved the shareholder proposal on greenhouse gas
    emissions goals.



 Votes For   Votes Against   Abstain   Broker Non-Votes
143,482,246     51,676,583  7,821,397        10,255,184

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1 By-Laws of Dollar Tree, Inc., as amended effective June 11, 2020.

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

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