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

On June 14, 2022, the Board of Directors (the "Board") of Dollar Tree, Inc. (the "Company") approved amendments to the Amended and Restated By-Laws of the Company (the "By-Laws") to enhance the Company's proxy access provision pursuant to which stockholders meeting certain requirements can nominate director candidates for inclusion in the Company's proxy statement, and to make certain other technical and conforming changes. The amendments to the By-Laws were effective immediately.

The Company's proxy access provision previously provided that the maximum number of stockholder nominees that may appear in the Company's proxy statement with respect to an annual meeting of stockholders was limited to the greater of (x) two (2) directors or (y) the largest whole number that does not exceed twenty percent (20%) of the number of directors in office as of the last day on which a proxy access notice may be delivered. The amended By-Laws increase the foregoing twenty percent (20%) limitation to twenty-five percent (25%). The By-Laws also eliminate the previous restriction in the proxy access provision that limited the aggregate number of stockholders that were permitted to form a nominating group to no more than twenty (20). We believe these amendments are beneficial to stockholders and reflect current corporate governance best practices.

In addition, the Board on June 14, 2022 approved certain amendments to the By-Laws that will become effective only in the event that the Company's stockholders approve, at the 2022 annual meeting of stockholders, the proposed amendment to the Company's Articles of Incorporation ("Articles") to include a right of stockholders owning 15% or more of the voting power of the Company's common stock to call a special meeting of stockholders. These By-Law amendments implement the amendment to the Company's Articles by establishing the process and requirements by which stockholders may call a special meeting of stockholders. The Company intends to file a subsequent Current Report on Form 8-K reporting on these By-Law amendments (which are not included in Exhibit 3.1 attached hereto) if the proposed amendment to the Company's Articles is approved by stockholders.

The above summary does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated By-Laws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



    3.1   Amended and Restated By-Laws of Dollar Tree, Inc.
    104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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