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") of
Dollar Tree, Inc. (the "Company") held on June 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 the Dollar 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 the Securities and Exchange Commission on April 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 effective December 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 in March 2021. A copy of the 2013 Director
Deferred Compensation Plan, as amended and restated effective June 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 on June 10, 2021. The reduction in the size of the Board
was approved in connection with the retirements of Thomas A. Saunders III and
Carl 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, effective June 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 the Commonwealth 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.

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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,
effective June 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 on June 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
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 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 KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2021.



                       Votes For       Votes Against      Abstain
                    202,710,174       7,734,376         140,394



4.The shareholders approved the Dollar 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 of Dollar Tree, Inc., as amended effective June 10, 2021
    10.1   Dollar 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 Dollar Tree, Inc. 2013 Director Deferred Compensation Plan, as amended and restated

effective June 10, 2021

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

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