8-K 1 a8k2017annualshareholdersm.htm 8-K BYLAWS AMENDMENT AND 2017 ANNUAL SHAREHOLDER MEETING RESULTS Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 16, 2017 (June 15, 2017)

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DOLLAR TREE, INC.
(Exact name of registrant as specified in its charter)

Virginia
0-25464
26-2018846
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

500 Volvo Parkway
Chesapeake, Virginia 23320
(Address of principal executive offices) (Zip Code)

(757) 321-5000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o




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

(a) Effective June 16, 2017, the Board of Directors (the "Board") of Dollar Tree, Inc. (the "Company") amended Article III, Section 3 of its bylaws to include a proxy access bylaw. Under the proxy access bylaw, a shareholder, or a group of up to 20 shareholders, owning at least three percent of the Company's outstanding common stock continuously for at least three years, will be able to nominate and include in the Company's proxy materials director nominees which shall not exceed the greater of two directors or 20 percent of the Board (rounded down), provided that the shareholders and nominees have complied with the requirements set forth in the Company's bylaws and applicable law.

The foregoing description of the changes in the Company's bylaws, as amended and restated by the Board, is qualified in its entirety by reference to the full text of such amended and restated bylaws, a copy of which is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company’s Annual Meeting of Shareholders was held on June 15, 2017. 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 Board of Directors:

Director Nominee
Votes For
Votes Against
Abstain
Broker Non-Votes
Arnold S. Barron
198,519,633

674,833

93,342

12,490,893

Gregory M. Bridgeford
198,611,597

577,850

98,361

12,490,893

Macon F. Brock, Jr.
197,407,910

1,750,173

129,725

12,490,893

Mary Anne Citrino
196,006,905

3,189,010

91,893

12,490,893

H. Ray Compton
190,505,692

8,688,480

93,636

12,490,893

Conrad M. Hall
198,547,290

647,544

92,974

12,490,893

Lemuel E. Lewis
197,687,628

1,506,626

93,554

12,490,893

Bob Sasser
197,747,185

1,449,459

91,164

12,490,893

Thomas A. Saunders III
188,707,887

10,487,151

92,770

12,490,893

Thomas E. Whiddon
196,449,099

2,741,831

96,878

12,490,893

Carl P. Zeithaml
197,524,710

1,666,541

96,557

12,490,893


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 on May 5, 2017.

Votes For
191,493,093

Votes Against
6,849,289

Abstain
945,113

Broker Non-Votes
12,491,206






3.
The shareholders approved, on an advisory basis, a one-year frequency of future advisory votes on our Executive Compensation program. The Board has accepted the recommendation of the shareholders and will hold future advisory votes annually.

One year
182,205,829

Two years
128,799

Three years
16,814,499

Abstain
138,368

Broker Non-Votes
12,491,206


4.
The shareholders ratified the appointment, by the Audit Committee, of KPMG LLP as Dollar Tree, Inc.’s Independent Registered Public Accounting firm for 2017.

Votes For
209,292,543

Votes Against
2,378,608

Abstain
107,550


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1 Bylaws of Dollar Tree, Inc. (as amended and restated, effective June 16, 2017)








SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
 
 
 
DOLLAR TREE, INC.
  
  
  
Date: June 16, 2017
By:  
/s/ Kevin S. Wampler
 
Kevin S. Wampler
 
Chief Financial Officer






EXHIBITS

Exhibit     3.1 - Bylaws of Dollar Tree, Inc. (as amended and restated, effective June 16, 2017)