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 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 February1997 until January2014, and also served as Chairman of the Board of Harris Teeter from March2006 until January2014. Prior to becoming Chief Executive Officer, Mr.Dickson served as Executive Vice President of Harris Teeter from February1996 to February1997. From February1994 to February1996, Mr.Dickson served as President of American & Efird, Inc., a wholly owned subsidiary of Harris Teeter, and from February1991 to February1994 he served as Executive Vice President of American & Efird, Inc. He served as Chairman of the Board of The Pantry, Inc. from April2014 until its sale in March2015. Mr. Dickson currently serves on the Board of Directors of Brixmor Property Group Inc., a publicly traded real estate investment trust, where he is a member of the Compensation Committee. Mr.Dickson also served on the Board of Directors of Conagra Brands, Inc. from December 2016 to September 2018, where he was a member of the Nominating, Governance and Public Affairs Committee. He also served on the Board of Directors of CST Brands, Inc. from March 2016 to June 2017, where he was a member of the Nominating and Governance Committee. Mr.Dickson attained a B.A. and M.B.A. from the University of Virginia.
The Board of Directors anticipates naming Mr. Dickson to serve on one or more committees of the Board of Directors, but at the time of this Form 8-K, the Board of Directors has not determined the committee(s) to which he will be named. The Company will file an amendment to this Form 8-K naming those committees once they are determined.
Mr. Dickson 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 3, 2018, as adjusted by the Board of Directors from time to time.
There was no arrangement or understanding between Mr. Dickson 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. Dickson, or any member of his immediate family, had, or will have, a direct or indirect material interest.
Item 7.01. Regulation FD Disclosure.
On December 11, 2018, the Company issued a press release announcing the foregoing appointment to the 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.
99.1Press release dated December 11, 2018, issued by Dollar Tree, Inc.
DOLLAR TREE INC ExhibitEX-99.1 2 ex991pressreleasedirectora.htm EXHIBIT 99.1 DIRECTOR APPOINTMENT PRESS RELEASE Exhibit Exhibit 99.1Dollar Tree Appoints Thomas W. Dickson to Its Board of DirectorsCHESAPEAKE,…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.
