of Certain Officers; Compensatory Arrangements of Certain Officers

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. from October 2010 through January 2011 and Chief Merchandising Officer for Wal-Mart Canada from 2009 through October 2010. He also held prior leadership roles at Kraft Foods Inc., H.E. Butt Grocery Company, Albertson’s Inc, and Supervalu, Inc.

Mr. Mac Naughton will receive a base salary of $1,000,000. He will be eligible to participate in the Company’s annual bonus plan, with a target payout of 50% of his annual base salary if certain bonus criteria are met. Mr. Mac Naughton is expected to receive 50% of his 2016 bonus no later than the spring of 2017. Mr. Mac Naughton also will be eligible for an annual equity incentive grant and a grant under the Company’s Long Term Performance Plan, each subject to achievement of performance criteria and approval by the Compensation Committee of the Board of Directors.

In addition, Mr. Mac Naughton will receive a cash payment of $500,000 within 30 days of his start date, subject to repayment in whole or in part if he leaves the Company within two years following such payment. He also will receive (i) $1,000,000 of restricted stock units that vest on the second anniversary of the grant date if performance criteria set by the Compensation Committee are met and (ii) $4,000,000 of stock options that vest in 25% increments on the second, third, fourth and fifth anniversaries of the grant date.

Item 7.01. Regulation FD Disclosure.

On January 5, 2017, the Company issued a press release announcing Mr. Mac Naughton’s appointment. 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.

99.1 Press Release dated January 5, 2017, issued by Dollar Tree, Inc.

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.

DOLLAR TREE, INC. (NASDAQ:DLTR) Recent Trading Information

DOLLAR TREE, INC. (NASDAQ:DLTR) closed its last trading session down -0.97 at 77.09 with 3,104,953 shares trading hands.