Washington, D.C. 20549


Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 13, 2023
(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
500 Volvo Parkway
Chesapeake, Virginia23320
(Address of principal executive offices)(Zip Code)

(757) 321-5000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock, par value $.01 per shareDLTRNASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders of Dollar Tree, Inc. (the “Company”) was held on June 13, 2023. The final voting results for each matter voted on by shareholders at the 2023 Annual Meeting are as follows:

1.The shareholders elected the following individuals to the Company’s Board of Directors, each to serve as a director for a one-year term:

Director NomineeVotes ForVotes AgainstAbstainBroker Non-Votes
Richard W. Dreiling187,198,549 6,509,206 1,041,420 7,430,737 
Cheryl W. Grisé
176,041,593 18,530,275 177,307 7,430,737 
Daniel J. Heinrich193,975,012 594,493 179,670 7,430,737 
Paul C. Hilal189,451,119 5,066,685 231,371 7,430,737 
Edward J. Kelly, III189,630,342 4,939,114 179,719 7,430,737 
Mary A. Laschinger189,787,796 4,783,342 178,037 7,430,737 
Jeffrey G. Naylor190,103,538 4,466,321 179,316 7,430,737 
Winnie Y. Park189,690,887 4,880,915 177,373 7,430,737 
Bertram L. Scott191,478,214 3,091,214 179,747 7,430,737 
Stephanie P. Stahl194,176,642 394,761 177,772 7,430,737 

2.The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers disclosed pursuant 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 by the Company on May 2, 2023.

Votes ForVotes AgainstAbstainBroker Non-Votes
111,624,130 82,673,704 451,341 7,430,737 

3.The shareholders approved, on an advisory basis, a one-year frequency of future advisory votes on the compensation of the Company’s named executive officers. The Board has accepted the recommendation of the shareholders and will hold future advisory votes annually.

One YearTwo YearsThree YearsAbstain
191,332,920 297,600 3,002,732 115,923 

4.The shareholders ratified the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2023.

Votes ForVotes AgainstAbstain
194,259,960 7,816,846 103,106 

5.The shareholders did not approve the shareholder proposal requesting that the Board issue a report on economic and social risks of Company compensation and workforce practices and any impact on diversified shareholders.

Votes ForVotes AgainstAbstainBroker Non-Votes
13,326,234 180,297,929 1,125,012 7,430,737 


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 14, 2023By:  /s/ Jeffrey A. Davis
 Jeffrey A. Davis
 Chief Financial Officer