Dollar Tree

On September 5, 2023, Dollar Tree, Inc. (the “Company”) appointed Aditya Maheshwari, age 49, as Senior Vice President and Chief Accounting Officer of the Company. Mr. Maheshwari replaces Kathleen E. Mallas, who resigned as the Company’s principal accounting officer in May 2023. Since 2019, Mr. Maheshwari has served as Chief Accounting Officer, Corporate Controller, Treasurer and Senior Vice President-Finance, of Under Armour, Inc., a leading apparel company that develops, markets and distributes performance apparel, footwear and accessories for men, women and youth. Previously, Mr. Maheshwari served as Chief Accounting Officer and Senior Vice President-Finance of OpenText Corporation from 2016 to 2019. Mr. Maheshwari is a Chartered Professional Accountant (Ontario, Canada), Certified Public Accountant (Colorado, United States of America) and Chartered Accountant (India). Mr.

On August 15, 2023, the Board of Directors of Dollar Tree, Inc. (the “Company”) appointed Diane Randolph as a director of the Company, effective immediately. Ms. Randolph was appointed to the Board of Directors to fill the vacancy created by the increase in the size of the Board, as discussed in

On April 12, 2023, Dollar Tree, Inc. (the “Company”) received notification from Kathleen E. Mallas that she intends to resign as the Company’s principal accounting officer effective on or about May 31, 2023. Ms. Mallas’ departure is not due to any disagreement with the Company on any matter relating to the Company’s financial statements, internal control over financial reporting or accounting policies or practices. The Company is currently recruiting for a replacement for Ms. Mallas.

of the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 24, 2023 to report on the compensation arrangements for Richard W. Dreiling in connection with his appointment as Executive Chairman and Chief Executive Officer of Dollar Tree, Inc. (the “Company”).

On January 22, 2023, the Board of Directors of Dollar Tree, Inc. (the “Company”) appointed Richard W. Dreiling, age 69, as Chief Executive Officer of the Company, effective January 29, 2023. Mr. Dreiling, who has served as Executive Chairman of the Board of Directors since March 2022, will continue to serve in that capacity in addition to serving as Chief Executive Officer. Mr. Dreiling succeeds Michael A. Witynski, whose separation from the Company and resignation as a director is effective January 28, 2023. Mr. Dreiling previously served as Chief Executive Officer of Dollar General Corporation, the nation’s largest small-box discount retailer, from January 2008 to June 2015. Mr. Dreiling served as Chairman of Dollar General Corporation from December 2008 until January 2016 and as Senior Advisor from June 2015 until January 2016. Before joining Dollar General, Mr.

On October 3, 2022, Jeffrey A. Davis commenced employment as Chief Financial Officer of Dollar Tree, Inc. (the “Company”). Mr. Davis replaces Kevin S. Wampler, who will remain with the Company as an advisor until Mr. Wampler’s expected separation from the Company in April 2023. The foregoing transition in leadership of the Company was previously reported in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on August 25, 2022.

On September 26, 2022, Dollar Tree, Inc. (the “Company”) announced the appointment of Michael C. Creedon, Jr., age 46, as Chief Operating Officer of the Company, effective October 3, 2022. Mr. Creedon most recently served as Executive Vice President, U.S. Stores of Advance Auto Parts, Inc. (“Advance”), a leading automotive aftermarket parts provider in North America, from March 2021 to September 2022, and as President, U.S. Stores of Advance from May 2020 to March 2021. Mr. Creedon also served as President, North Division of Advance from February 2017 to May 2020. Mr. Creedon holds a bachelor’s degree from Middlebury College and earned a certificate in Finance from the University of Chicago Graduate School of Business. Mr. Creedon will receive an annual base salary of $850,000, subject to annual adjustment. Mr.

On August 22, 2022, the Board of Directors of Dollar Tree, Inc. (the “Company”) appointed Jeffrey A. Davis, age 59, as Chief Financial Officer of the Company, effective upon commencement of his employment with the Company on a date to be mutually agreed. Kevin S. Wampler will continue in his current role as Chief Financial Officer until Mr. Davis begins employment with the Company, and thereafter will assist with the transition until Mr. Wampler’s expected separation from the Company in April 2023. Since October 2018, Mr. Davis has served as the Chief Financial Officer of Qurate Retail Group, Inc., a leading retailer and media conglomerate comprised of seven retail brands including QVC, HSN and Zulily. From July 2017 until September 2018, Mr. Davis served as Executive Vice President and Chief Financial Officer of J. C.

On June 28, 2022, Dollar Tree, Inc. (the “Company”) announced a number of executive transitions to meet the evolving needs of its business following a strategic review by Michael A. Witynski, President and Chief Executive Officer of the Company, and Richard W. Dreiling, Executive Chair. These executive transitions include the following: · Kevin S. Wampler will continue in his current role as Chief Financial Officer until a successor begins serving, and will continue with the Company following such transition date until April 30, 2023, during which time he will provide such transition or other duties as requested by the Company. Mr. Wampler’s transition is not due to any disagreement with the Company on any matter relating to the Company’s financial reporting, policies or practices. The Company is currently recruiting for a replacement for Mr. Wampler.

As previously disclosed, on March 8, 2022, Richard W. Dreiling, age 68, was appointed as Executive Chairman and as a director of Dollar Tree, Inc. (the “Company” or “Dollar Tree”) effective as of March 16, 2022, in connection with Dollar Tree’s entry into a Stewardship Framework Agreement with affiliates of Mantle Ridge LP, an investment fund. On March 19, 2022, the Company entered into an Executive Agreement (the “Agreement”) with Mr. Dreiling governing his service as Executive Chairman, which provides a term of five years. Mr. Dreiling will be entitled to an annual base salary of not less than $1,000,000, subject to review annually for increase in the sole discretion of the Board of Directors of Dollar Tree (the “Board”). Mr.

As previously disclosed, on March 8, 2022, the Company entered into a Stewardship Framework Agreement, dated March 8, 2022 (the “ Agreement ”) with affiliates of Mantle Ridge LP (“ Mantle Ridge ”), an investment fund. Pursuant to the Agreement, and as previously announced, effective as of March 16, 2022, (i) each of Bob Sasser, Arnold S. Barron, Gregory M. Bridgeford, Lemuel E. Lewis, Carrie A. Wheeler and Thomas E. Whiddon (the “ Retiring Directors ”) retired from the Board, and (ii) each of Richard W. Dreiling, Paul C. Hilal, Edward J. Kelly, III, Cheryl W. Grisé, Daniel J. Heinrich, Mary A. Laschinger and Bertram L. Scott (collectively, the “ New Directors ”) joined the Board, with Messrs. Dreiling, Hilal, and Kelly serving as Executive Chairman, Vice Chairman, and Lead Independent Director of the Board, respectively.

The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Retirement of Certain Directors In connection with entry into the Agreement, on March 8, 2022, each of the Retiring Directors tendered their retirements from the Board (and any Committees thereof), effective as of the Board Reconstitution Time. None of the Retiring Directors have retired as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Appointment of Executive Chairman On March 8, 2022, Mr. Dreiling, age 68, was appointed as Executive Chairman and as a director of the Company, effective as of the Board Reconstitution Time. Mr. Dreiling retired in June 2015 from Dollar General Corporation, the nation’s largest small-box discount retailer, as Chief Executive Officer, a position he held since January 2008. Mr.

Amendments to Executive Agreements On February 26, 2022, the Compensation Committee of the Board of Directors of Dollar Tree, Inc. (the “Company”) authorized the Company’s entry into letter agreements with each of its executive officers at the level of “Chiefs,” including named executive officers Michael Witynski, Kevin Wampler and Thomas O’Boyle, Jr., in each case amending the Executive Agreement between the Company and the applicable executive to extend the period during which the Company will provide base salary continuation and reimbursement of monthly health insurance premiums from 12 months to 24 months in the event the executive’s employment is terminated without “Cause” (as defined in the Executive Agreement) or on account of the executive’s death or disability. Mr. Witynski executed the foregoing letter agreement on March 1, 2022.

On February 18, 2022, Dollar Tree, Inc. (the “Company”) announced that Bob Sasser intends to retire from his role as Executive Chairman of the Company’s Board of Directors prior to the Company’s 2022 Annual Meeting of Shareholders. Mr. Sasser has served as Executive Chairman of the Board of Directors since 2017.

(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.

Effective March 11, 2021, the Board of Directors of the Company appointed Ms. Park as a member of the Audit Committee of the Board of Directors.

On December 3, 2020, the Board of Directors of Dollar Tree, Inc. (the “Company”) appointed Winnie Park as a director of the Company, effective immediately. Ms. Park was appointed to the Board of Directors to fill the vacancy created by the increase in size of the Board, as discussed in

On September 23, 2020, the Board of Directors of Dollar Tree, Inc. (the “Company”) appointed Michael A. Witynski, the President and Chief Executive Officer of the Company, to the Board of Directors, effective immediately, to fill the vacancy created by the departure of Gary M. Philbin, who resigned as a director and executive of the Company effective September 23, 2020. Mr. Philbin’s planned resignation as a director and his temporary continuation of service as an executive of the Company to assist with the transition in leadership of the Company following his retirement as Chief Executive Officer on July 20, 2020, were previously announced by the Company in a Current Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 2020. Under current Board policies, Mr.

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.

As previously reported in a Form 8-K filed with the Securities and Exchange Commission on December 13, 2019 by Dollar Tree, Inc. (the “Company”), Michael A. Witynski succeeded Duncan Mac Naughton as President of Family Dollar Stores, Inc., effective December 9, 2019. The Company and Mr. Mac Naughton entered into an Agreement, dated December 22, 2019 (the “Agreement”), which provides, among other things, for Mr. Mac Naughton’s general release of the Company and its subsidiaries from any and all claims and his agreement to comply with certain restrictive covenants regarding non-competition, non-solicitation, non-disparagement, non-disclosure and confidentiality. The Agreement reaffirms the Company’s obligation under a prior agreement for the payment of certain severance benefits to Mr. Mac Naughton, including salary continuation payments for a period of 12 months following separation.

Appointment of Executive Officers On December 9, 2019, the Board of Directors of Dollar Tree, Inc. (the “Company”) approved the following executive management transitions, effective immediately: • Michael A. Witynski has been appointed as President of the Company, Dollar Tree Stores, Inc., and Family Dollar Stores, Inc.; • Richard McNeely has been appointed as Chief Merchandising Officer of the Company, Dollar Tree Stores, Inc., and Family Dollar Stores, Inc.; and • Thomas R. O’Boyle, Jr. has been appointed as Chief Operating Officer of the Company, Dollar Tree Stores, Inc., and Family Dollar Stores, Inc. In connection with the foregoing appointments, Gary M. Philbin, who was appointed as the Company’s President and Chief Executive Officer in September 2017, will continue to serve as Chief Executive Officer of the Company. The additional information set forth below regarding Messrs.

(b) On November 19, 2019, Dollar Tree, Inc. (the “Company”) announced that Conrad M. Hall intends to retire from service on the Board of Directors of the Company effective at the 2020 Annual Meeting of Shareholders. Mr. Hall has served as a director of the Company since January 2010.

Effective March 14, 2019, the Board of Directors of the Company appointed Ms. Wheeler as a member of the Audit Committee of the Board of Directors. Important Information and Where to Find It. The Company intends to file a proxy statement and associated white proxy card with the SEC in connection with the solicitation of proxies for the Company’s 2019 Annual Meeting of Shareholders (the “2019 Annual Meeting”). Details concerning the nominees of the Company’s Board of Directors for election at the 2019 Annual Meeting will be included in the proxy statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

On March 5, 2019, Dollar Tree, Inc. (the “Company”) appointed Carrie A. Wheeler to the Company’s Board of Directors, effective immediately. Ms. Wheeler is being appointed to the Board of Directors to fill the vacancy created on the Board of Directors by the increase in size of the Board of Directors, as discussed in

Effective February 13, 2019, the Board of Directors of the Company appointed Mr. Dickson as a member of the Compensation Committee of the Board of Directors.

On December 6, 2018, Dollar Tree, Inc. (the “Company”) appointed Thomas W. Dickson to the Company’s Board of Directors to fill the vacancy created by the previously announced retirement of Mary Anne Citrino as a director effective December 31, 2018. Mr. Dickson’s appointment as a director becomes effective immediately upon Ms. Citrino’s resignation as a director on December 31, 2018. Mr. Dickson will serve for a term expiring at the next annual meeting of stockholders of the Company or until his successor is duly elected and qualified. Mr. Dickson, age 63, has served as Chief Executive Officer of Harris Teeter Supermarkets, Inc., a leading regional supermarket chain located primarily in the Southeastern and Mid-Atlantic United States, from February 1997 until January 2014, and also served as Chairman of the Board of Harris Teeter from March 2006 until January 2014.

On October 3, 2018, the Compensation Committee of the Board of Directors of Dollar Tree Stores, Inc. adopted a revised form of the Company’s change in control Retention Agreement for certain executive officers, including named executive officers, that provides for a severance payment to the executive officer under certain circumstances in the event of a termination of employment following a change in control of the Company. The revisions to the original form of change in control Retention Agreement, which was adopted by the Compensation Committee on March 14, 2007, update the tax provisions applicable to severance payments under the agreement and make certain other non-material clarifying and technical changes. A copy of the revised change in control Retention Agreement is attached as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

(b) On July 28, 2018, Mary Anne Citrino, one of the directors of Dollar Tree, Inc. (the “Company”), notified the Company’s Chairman, Bob Sasser, of her intention to resign as a director effective on December 31, 2018.

On March 15, 2018, Dollar Tree, Inc. (the “Company”) appointed Jeffrey Naylor to the Company’s Board of Directors, effective immediately. Mr. Naylor is being appointed to the Board of Directors to fill the vacancy created on the Board of Directors by the increase in size of the Board of Directors, as discussed in

On January 11, 2018, Dollar Tree, Inc. (the “Company”) appointed Stephanie Stahl to the Company’s Board of Directors, effective immediately. Ms. Stahl will serve for a term expiring at the next annual meeting of stockholders of the Company or until her successor is duly elected and qualified. Ms. Stahl will be eligible to receive compensation for her service on the Board of Directors consistent with that provided to all non-employee directors, which is described under the caption “Information about the Board of Directors-Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 5, 2017, as adjusted by the Board of Directors from time to time. Ms.

On September 18, 2017, Dollar Tree, Inc. (the “Company”) announced certain executive management transitions, including the appointment of Bob Sasser as Executive Chairman of the Board of Directors, Gary M. Philbin as President and Chief Executive Officer and director and Macon F. Brock, Jr. as Chairman Emeritus effective September 18, 2017. Specifically, in connection with the foregoing events, and to assist with Mr. Philbin’s transition to the President and Chief Executive Office role, on September 18, 2017, the Board of Directors appointed Mr. Sasser as Executive Chairman of the Board of Directors, having served as Chief Executive Officer and director since 2004. Also in connection with the foregoing events, Mr. Philbin was appointed as the Company’s President and Chief Executive Officer and as a director of the Company on September 18, 2017. Mr.

On January 5, 2017, Dollar Tree, Inc. (the “Company”) announced the appointment of Duncan Mac Naughton as President of Family Dollar, effective December 30, 2016. Mr. Mac Naughton reports directly to Gary Philbin, who has been promoted. In addition to Mr. Mac Naughton, the Chief Operating Officer and Chief Merchandising Officer of Dollar Tree will now report to Mr. Philbin as Enterprise President of the Company. Shared Services for both banners as well as Mr. Philbin will continue to report to Bob Sasser, Chief Executive Officer. Mr. Mac Naughton, age 54, had been Chief Executive Officer of Mills Fleet Farm since February 2016. Previously, he served in various roles at Wal-Mart Stores, Inc., including Chief Merchandising Officer of Wal-Mart U.S. from January 2011 through November 2014, Executive Vice President of Merchandising for Wal-Mart U.S.

On May 9, 2016, Dollar Tree, Inc. (the “Company”) filed a Current Report on Form 8-K under

On May 5, 2016, the Board of Directors of Dollar Tree, Inc. (the “Company”) appointed Gregory M. Bridgeford to the Board of Directors, effective immediately. Mr. Bridgeford, age 61, served as the Chief Customer Officer of Lowe's Companies, Inc. from 2012 to 2014 until his retirement. His employment with Lowe's began in 1982 where he held various senior level positions, including Executive Vice President of Business Development (2004-2012), Senior Vice President of Business Development (1999-2004), Senior Vice President of Marketing (1998-1999), Senior Vice President and General Merchandising Manager (1994-1998), Vice President of Merchandising (1989-1994), Vice President of Corporate Development (1986 - 1989), and Director of Corporate Development (1982-1986). The Board of Directors anticipates naming Mr.

(b) On April 19, 2016, Howard R. Levine, a director of Dollar Tree, Inc. (the “Company”), announced his resignation from the Board of Directors of the Company, effective immediately. There are no disagreements between Mr. Levine and the Company. (e) Mr. Levine had been subject to restrictions on the sale of Company stock contained in a retention letter, dated as of July 27, 2014, which was executed in anticipation of the merger. These restrictions have been eased to allow him to sell no more than 500,000 shares during any five-trading-day period because he no longer serves as an officer or director.

On March 18, 2016, Dollar Tree, Inc. (“Company”) made a one-time grant of 62,484 performance-based restricted stock units to Gary Philbin. The award, which was approved by the Compensation Committee of the Board of Directors, cliff vests in five years assuming 100% of the performance goal is satisfied. The performance goal is cumulative operating income of the Family Dollar banner over three years. Mr. Philbin is the President of the combined enterprise, Dollar Tree, Inc., and the President and Chief Operating Officer of Family Dollar Stores, Inc. (“Family Dollar”). Mr. Philbin was named to his current position at Family Dollar in July 2015 when the Company closed on its acquisition of Family Dollar. He joined Dollar Tree as Senior Vice President, Stores in December 2001, and was later promoted to Chief Operating Officer in March 2007 and to President in June 2013. Mr.