Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) At the 2021 Annual Meeting of Shareholders (the "2021 Annual Meeting") ofDollar Tree, Inc. (the "Company") held onJune 10, 2021 , the Company's shareholders, upon recommendation of the Board of Directors of the Company, approved and adopted the Company's 2021 Omnibus Incentive Plan (the "Plan"). The Plan replaces and supersedes theDollar Tree, Inc. 2011 Omnibus Incentive Plan, as amended and restated, except that all outstanding awards that were granted under the prior plan continue to be governed under the terms and conditions of the prior plan and applicable award agreements. A copy of the Plan is attached to this report as Exhibit 10.1 and is incorporated herein by reference. A description of the material terms and conditions of the Plan was previously reported under the heading "Summary of the Plan" in Proposal No. 4 on pages 109-116 of the Company's definitive Proxy Statement for the 2021 Annual Meeting filed on Schedule 14A with theSecurities and Exchange Commission onApril 23, 2021 (the "Proxy Statement"). The description of the Plan set forth in the Proxy Statement is qualified in its entirety by reference to the full text of the Plan attached hereto as Exhibit 10.1. In connection with the approval of the Plan by shareholders at the 2021 Annual Meeting, the Compensation Committee of the Board of Directors approved certain forms of award agreements to be used in connection with the Plan. Copies of the forms of award agreements are attached to this report as Exhibits 10.2, 10.3, 10.4 and 10.5 and are incorporated herein by reference. The Board of Directors of the Company also approved an amendment to Section 1.3 of the Company's 2013 Director Deferred Compensation Plan, as amended and restated effectiveDecember 31, 2016 , to revise the definition of "Omnibus Incentive Plan" to include the Plan as a successor to the 2011 Omnibus Incentive Plan, which expired as to new awards inMarch 2021 . A copy of the 2013 Director Deferred Compensation Plan, as amended and restated effectiveJune 10, 2021 , is attached to this report as Exhibit 10.6 and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Board of Directors of the Company approved an amendment to Article III, Section 2 of the Company's By-Laws to reduce the size of the Board from thirteen directors to eleven directors, effective immediately prior to the convening of the 2021 Annual Meeting onJune 10, 2021 . The reduction in the size of the Board was approved in connection with the retirements of Thomas A. Saunders III andCarl P. Zeithaml from service on the Board at the Annual Meeting. In addition, the Board of Directors of the Company approved an amendment to the Company's By-Laws, effectiveJune 10, 2021 , to add a new Article X which provides, among other things, that, unless the Company otherwise consents in writing, the federal and state courts in theCommonwealth of Virginia shall be the sole and exclusive forum for certain actions or proceedings, including (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting breach of fiduciary duty claims, (iii) any action asserting claims arising under the Virginia Stock Corporation Act, the Company's Articles of Incorporation or By-Laws, (iv) any action or proceeding to interpret, apply, enforce or determine the validity of the Company's Articles of Incorporation or By-Laws, (v) any action or proceeding regarding indemnification or advancement or reimbursement of expenses arising out of the Articles of Incorporation, By-Laws or otherwise, (vi) any action asserting a claim governed by the internal affairs doctrine or (vii) any action asserting one or more "internal corporate claims," as that term is defined in subsection C of Section 13.1-624 of the Virginia Stock Corporation Act, in all cases to the fullest extent permitted by law. Article X of the By-Laws further provides that, unless the Company otherwise consents in writing,the United States federal district courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933. -------------------------------------------------------------------------------- The foregoing descriptions of the amendments to the Company's By-Laws are not intended to be complete and are qualified in their entirety by reference to the complete text of such amendments set forth in the Company's amended By-Laws, effectiveJune 10, 2021 , a copy of which 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 Company's 2021 Annual Meeting was held onJune 10, 2021 . The final voting results for each matter voted on by shareholders at the 2021 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:
Director Nominee Votes For Votes Against Abstain Broker Non-Votes Arnold S. Barron 182,247,252 18,518,132 58,102 9,761,458 Gregory M. Bridgeford 187,187,034 13,578,546 57,906 9,761,458 Thomas W. Dickson 189,568,072 11,197,165 58,249 9,761,458 Lemuel E. Lewis 180,491,727 20,272,768 58,991 9,761,458 Jeffrey G. Naylor 186,893,874 13,871,320 58,292 9,761,458 Winnie Y. Park 190,101,477 10,665,793 56,216 9,761,458 Bob Sasser 186,161,034 14,509,726 152,726 9,761,458 Stephanie P. Stahl 186,322,518 14,438,129 62,839 9,761,458 Carrie A. Wheeler 188,333,770 12,436,025 53,691 9,761,458 Thomas E. Whiddon 178,429,865 22,335,047 58,574 9,761,458 Michael A. Witynski 189,415,766 11,349,743 57,977 9,761,458 2.The shareholders approved, on an advisory basis, the compensation of the named executive officers disclosed pursuant to the compensation disclosure rules of theSecurities 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 onApril 23, 2021 . Votes For Votes Against Abstain Broker Non-Votes 180,317,433 19,730,654 775,399 9,761,458
3.The shareholders ratified the Audit Committee's appointment of
Votes For Votes Against Abstain 202,710,174 7,734,376 140,394 4.The shareholders approved theDollar Tree, Inc. 2021 Omnibus Incentive Plan. Votes For Votes Against Abstain Broker Non-Votes 193,369,338 7,345,092 109,056 9,761,458
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
3.1 By-Laws ofDollar Tree, Inc. , as amended effectiveJune 10, 2021 10.1Dollar Tree, Inc. 2021 Omnibus Incentive Plan 10.2 Performance-Based Restricted Stock Unit Agreement 10.3 Long-Term Performance Plan Award Agreement 10.4 Restricted Stock Unit Agreement (Standard) 10.5 Non-Employee Director Nonstatutory Stock Option Agreement
10.6
effective
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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