Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
The Board of Directors of Dollar Tree, Inc. (the "Company") has promoted Michael
A. Witynski to President and Chief Executive Officer of the Company, effective
July 20, 2020. Mr. Witynski replaces Gary M. Philbin, who announced his
retirement as the Company's Chief Executive Officer after more than 40 years in
retail. Mr. Philbin, the Company's Chief Executive Officer since September 2017,
will continue to serve as an executive of the Company through September 23, 2020
to assist with the transition. In addition, Mr. Philbin provided notice to the
Board of Directors on July 15, 2020 that he intends to resign as a director of
the Company effective September 23, 2020.
Mr. Witynski, age 57, has served as Enterprise President of the Company since
December 2019, where he was responsible for leading the merchandising, store
operations, and supply chain functions for the Dollar Tree and Family Dollar
brands. Previously, he served as the President and Chief Operating Officer of
Dollar Tree Stores from June 2017 to December 2019. He previously served as the
Chief Operating Officer from July 2015 to June 2017. He served as the Senior
Vice President of Stores from August 2010 to July 2015. Prior to joining Dollar
Tree, he held senior leadership roles in merchandising, marketing, private
brands and operations at Shaw's Supermarkets and Supervalu, Inc. during his
29-year career in the grocery industry.
In connection with his appointment as President and Chief Executive Officer of
the Company, effective July 20, 2020, Mr. Witynski's annual base salary will
increase to $1,300,000 and target payout amount for his annual incentive cash
bonus will increase to 150% of his base salary.
Mr. Witynski also will receive special equity incentive awards for the 2020
fiscal year with an aggregate value of $2,600,000. Of this amount, 75% of the
award will be in the form of performance stock units ("PSUs"), the vesting of
which is subject to (a) the Company achieving the one-year performance criteria
established for the annual 2020 PSU awards and (b) Mr. Witynski remaining
employed with the Company until the respective annual vesting dates, with one
third of such PSUs vesting on each successive anniversary of the special grant
date. The remaining 25% of the award will be in the form of a long-term
performance plan ("LTPP") award of restricted stock units, the vesting of which
is subject to (a) the Company achieving the three-year performance criteria
established for the annual 2020 LTPP awards and (b) Mr. Witynski remaining
employed with the Company until the third anniversary of the original grant date
for the annual 2020 LTTP.
There are no family relationships between Mr. Witynski and any director or
executive officer of the Company, nor are there any transactions between
Mr. Witynski or any member of his immediate family and the Company, or any of
its subsidiaries, that would be reportable as a related party transaction under
the rules of the Securities and Exchange Commission.
Item 7.01. Regulation FD Disclosure.
On July 20, 2020, the Company issued a press release announcing the foregoing
executive management transition. A copy of the press release is attached to this
report as Exhibit 99.1 and is incorporated herein by this 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release dated July 20, 2020 issued by Dollar Tree, Inc.
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104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL.
A WARNING ABOUT FORWARD-LOOKING STATEMENTS: This filing contains
"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 or results and do not
relate strictly to historical facts. Any statements contained in this filing
that are not statements of historical fact 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. For example, our forward-looking statements include
statements regarding the continued service of Mr. Philbin to assist with the
management transition and the expected compensation of Mr. Witynski as President
and Chief Executive Officer. These statements are subject to risks and
uncertainties. For a discussion of the risks, uncertainties and assumptions that
could affect our future events, developments or results, you should carefully
review the "Risk Factors," "Business" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" sections in our Annual Report
on Form 10-K filed March 20, 2020, our Form 10-Q for the most recently ended
fiscal quarter and other filings we make from time to time with the Securities
and Exchange Commission. We are not obligated to release publicly any revisions
to any forward-looking statements contained in this filing to reflect events or
circumstances occurring after the date of this report and you should not expect
us to do so.
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