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DOLLAR TREE, INC. (NASDAQ:DLTR) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

DOLLAR TREE, INC. (NASDAQ:DLTR) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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 Companys 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 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)

About DOLLAR TREE, INC. (NASDAQ:DLTR)
Dollar Tree, Inc. is an operator of discount variety stores. The Company operates approximately 13,851 discount variety retail stores. The Company’s segments include Dollar Tree and Family Dollar. The Dollar Tree segment operates discount variety stores offering merchandise at a fixed price. The Family Dollar segment operates a chain of general merchandise retail discount stores providing consumers with a selection of merchandise in neighborhood stores. Its stores operate under the names of Dollar Tree, Family Dollar, Dollar Tree Canada, Deals and Dollar Tree Deals. The Dollar Tree segment includes its operations under the Dollar Tree, Dollar Tree Canada, Deals and Dollar Tree Deals brands, over 10 distribution centers in the United States and over two in Canada, and a Store Support Center in Chesapeake, Virginia. The Family Dollar segment consists of its operations under the Family Dollar brand, over 11 distribution centers and a Store Support Center in Matthews, North Carolina.

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