DOLLAR TREE, INC. (NASDAQ:DLTR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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 Item 5.03 below. Mr. Naylor 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. Naylor will be eligible to receive compensation for his 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.
Mr. Naylor, age 59, is currently semi-retired, and spends his time consulting, serving on corporate boards, and advising private equity firms on potential transactions. Prior to his retirement in 2014, Mr. Naylor was a senior executive at The TJX Companies, Inc., where he held various senior level positions including Chief Financial Officer (2004-2013), Chief Administrative Officer (2009-2013) and Senior Advisor (2013-2014). Prior to joining The TJX Companies, Inc., Mr. Naylor served as Chief Financial Officer of Big Lots, Inc. (2001-2004) and has held various senior financial positions with Limited Brands, Sears, Roebuck and Co., and Kraft Foods, Inc. Mr. Naylor began his career with Deloitte Haskins & Sells, and is a Certified Public Accountant. Mr. Naylor currently serves on the Boards of Directors of Synchrony Financial, Emerald Expositions, and Wayfair Inc.
Effective June 14, 2018, Mr. Naylor will become a member of the Audit Committee of the Board of Directors.
There was no arrangement or understanding between Mr. Naylor and any other person with respect to his appointment to the Board of Directors. There have been no transactions, nor are there any currently proposed transactions, in which the Company was or is to be a participant and in which Mr. Naylor, or any member of his immediate family, had, or will have, a direct or indirect material interest.
Item 5.03. Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.
On March 15, 2018, in connection with the foregoing events, the Board of Directors of the Company amended the Company’s bylaws (the “Bylaws”), effective immediately. The amendment revises Article III, Section 2 of the Bylaws to increase the number of directors from twelve (12) to thirteen (13).
The text of the Bylaws as amended is attached as Exhibit 3.1 to this report and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On March 16, 2018, the Company issued a press release announcing the foregoing appointment to its Board of Directors of the Company. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by this reference.
The information contained in this item, including that incorporated by reference, is being furnished to the Securities and Exchange Commission. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information shall not be deemed incorporated by reference into any registration statement or other document filed to the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
3.1Amended Bylaws of Dollar Tree, Inc.
99.1Press release dated March 16, 2018, issued by Dollar Tree, Inc.
DOLLAR TREE INC ExhibitEX-3.1 2 ex31amendedbylaws.htm EXHIBIT 3.1 AMENDED BYLAWS OF DOLLAR TREE,…To view the full exhibit click here
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.