UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.  )

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Filed by a Party other than the Registrant ☐

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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DOLLAR TREE, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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LETTER FROM
OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Dear Fellow Shareholders,

You are cordially invited to join us for our 2023 virtual annual meeting of shareholders, which will be held on Tuesday, June 13, 2023, at 9:00 a.m. Eastern Time. The meeting will be held entirely online via live webcast at www.virtualshareholdermeeting.com/DLTR2023. The Notice of Annual Meeting of Shareholders and the Proxy Statement that follow describe the business to be conducted at the meeting.

The Dollar Tree organization experienced substantial change in 2022. Seven new directors were added to the Board of Directors as part of the reconstitution of the Board in March 2022, and since that time the Board has been focused on the transformational change that is needed to drive growth and unlock long-term shareholder value. As part of this process, the Board initiated the hiring of a new team of diverse executive leaders with the knowledge, experience and dedication to aggressively implement change. I am excited about the exceptional executive leadership team that is now in place, and we are moving as quickly as possible to capture the full potential of the business. With the current economic climate driving higher income consumers into value retail, we believe we are in an excellent position to deliver the quality, value and convenience that shoppers want and expect today.

The cornerstone of our business is our people, and a key focus continues to be on supporting and enabling our associates to be successful. Under our new leadership team, we are increasing average hourly wages for store associates and making investments in field personnel. Importantly, we expect these labor and wage investments will drive improved execution in our stores and overall greater productivity and efficiency. Our associates and field personnel are critical to our transformational journey, and we are excited about these investments in our talent. We are looking to invigorate the culture of our business and not only give our associates the tools they need to perform their roles but provide them with the opportunities they deserve to grow within the Company.

To be successful, we must run well-maintained, efficient and productive stores, which drives our intense focus on store standards. When we maintain clean, fully stocked stores, our customers respond with bigger baskets and repeat visits. In addition to improving sales and the customer’s experience, improved efficiencies and productivity positively impact the work experience of our associates. Our certified GOLD (Grand Opening Look Daily) stores will serve as a clear example of what our most successful and well-run stores look like for our district and store leadership teams across all regions.

The Dollar Tree and Family Dollar banners are intensely focused on how to be the best retail destination for their unique customer bases. At Dollar Tree, our merchant team successfully managed through the transition to the $1.25 primary price point, an initiative that significantly enhances our ability to provide a meaningful assortment at extreme value to our Dollar Tree shoppers. We also added $3 and $5 Dollar Tree Plus merchandise into more than 1,800 Dollar Tree stores in 2022, and we plan to add this multiple price point product to many more stores in 2023. Separately, we have been aggressively expanding our $3, $4, and $5 frozen and refrigerated product across the Dollar Tree store base, installing additional cooler doors with an attractive selection of proteins, pizza, ice cream and more that our customers are responding to positively.

In addition to the opportunities at the Dollar Tree banner, we have a tremendous long-term opportunity to improve the operating performance at Family Dollar. In 2022, we took action to bring

 

 

Family Dollar pricing into parity with key competitors, and we continue to be pleased with our positioning from a price perspective. In addition, we have sales and margin-driving initiatives underway, albeit in the early stages to grow our SKU base and expand the number of cooler doors, providing shoppers in our communities with consumable products they rely on to feed their families. We are also incorporating more of our private brands into the merchandise mix. These products will include new labels and redefined labels, many of which are being developed in our new test kitchen in Chesapeake, Virginia.

We are also working on new initiatives to improve our technology and supply chain that are important to our future success. In order to unlock the full value creation opportunity ahead of us, we must have the right tools and technology in place to support our accelerated growth, and we are prioritizing projects that will have the greatest impact on improving our performance. We are working to enhance our supply chain efficiencies and ensure that our stores have the merchandise they need in a timely manner and can stock it easily. This will be a big step forward for our organization and especially for our store associates.

We recognize that stakeholders within our communities expect the Company to be a responsible corporate citizen and to respond to issues of concern, including diversity, equity and inclusion for all peoples, the potential impact of climate change, and other sustainability risks. The Board of Directors is committed to addressing these challenges and opportunities, and in 2022 we hired a Chief Diversity Officer and Chief Sustainability Officer to lead management’s efforts in these important areas. These executives will work with the Board’s Sustainability and Corporate Social Responsibility Committee to focus on key sustainability issues that affect the Company, such as environmental change, human capital management and workplace environment and culture matters. In addition, we continue to update our corporate sustainability reporting in 2023 to share our efforts across a range of topics, including environmental stewardship, DEI in our workforce, product safety and more. I am confident the Company is well-positioned from a governance perspective to address and manage current and future risks to our business.

Finally, I want to thank all of you for your support and confidence in the Board as we move forward to execute our strategy for long-term value creation. The long-term opportunity ahead of us is bigger than I imagined before I joined the Dollar Tree team, and I look forward to engaging with you in the months and years ahead. Whether or not you plan to attend the virtual annual meeting, your vote is important, and I encourage you to vote your shares.

Sincerely yours,

Richard W. Dreiling
Chairman and Chief Executive Officer

 

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LETTER FROM
OUR LEAD INDEPENDENT DIRECTOR

Dear Fellow Shareholders,

I am pleased to report that many significant positive changes took place at Dollar Tree in 2022. Beginning with the Board refreshment in March 2022 that brought seven new directors to the Board, the reconstituted Board embarked on a drive to bring new leadership to the Company led by Rick Dreiling, a distinguished retail executive who became Executive Chairman of the Board, and to enhance our corporate governance. The Board views the arrival of Rick as a watershed event for the Company. Under his guidance as Chairman in 2022 the Company hired an outstanding and diverse new executive leadership team with extensive retail experience dedicated to the transformational goals of the Board. As a result of this success, the Board appointed Rick as Chief Executive Officer effective January 29, 2023. The Board looks forward to his continued leadership in achieving the next chapter of growth for Dollar Tree.

SHAREHOLDER-FRIENDLY GOVERNANCE

Among the first steps taken by our Board under Rick Dreiling’s leadership was to improve our governance structure to increase our responsiveness to our shareholders. We amended our By-Laws to move the advance notice time period for shareholder nominations of directors and the proposal of certain business closer to the annual meeting date. The Board also amended the proxy access provision in our By-Laws to increase the maximum number of shareholder nominees that may appear in the Company’s proxy statement with respect to an annual meeting of shareholders and to eliminate the previous restriction that limited the aggregate number of shareholders that were permitted to form a nominating group.

The Board also proposed an amendment to the Company’s Articles of Incorporation to permit shareholders that own 15% or more of the Company’s common stock to call a special meeting. The proposal was approved by shareholders at the 2022 annual meeting.

In addition, the Board revised the charters of the Audit Committee, Nominating and Governance Committee and Compensation Committee, and established a new Finance Committee and a new, separate committee focused solely on Sustainability and Corporate Social Responsibility. We believe these changes have allowed the Board to exercise improved oversight in many critical areas, including diversity, equity and inclusion as well as greenhouse gas emission reductions.

Moreover, the Board amended our Corporate Governance Guidelines to improve Board governance, including revising the director stock ownership guidelines to increase the amount of Dollar Tree stock each director should hold to no less than five times the annual cash retainer paid to directors, and clarifying that unexercised stock options do not count toward the stock ownership requirement. The Board also changed the policy on director overboarding to provide that directors generally should not serve on more than four public company boards other than the Company.

The Board believes that these governance enhancements have not only improved our Board functions but also have empowered shareholders to engage with the Company more effectively and conveniently. Our policies represent Dollar Tree’s ongoing commitment to preserving shareholder rights, and we will continue to assess additional governance changes against emerging best practices in the future.

INCENTIVE COMPENSATION FOR OUR CHAIRMAN & CEO

Prior to the reconstitution of the Board, members of our Board leadership met with shareholders owning more than 50% of the Company’s stock to understand their perspectives on our business strategy and leadership. The dominant view of those shareholders was that the Company should do

 

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whatever was necessary to secure Rick Dreiling’s services as the Company’s top executive for a multi-year period. Without the inducement grant described below, the Board does not believe we would have achieved that objective.

In order to persuade Rick to take an active operating leadership role and employment with Dollar Tree as Executive Chairman and fully align his interests with the interests of shareholders over the long-term, the Board approved a five-year employment agreement with Rick and granted him an option to purchase 2,252,587 shares of Dollar Tree common stock at an exercise price of $157.17 per share, the closing trading price of Dollar Tree common stock on March 18, 2022. This was at the time the Company’s all-time high closing stock price and we believe already reflected the market’s optimism that Dollar Tree would achieve transformational change and materially enhance long-term shareholder value. The number of shares covered by the award represented 1% of the shares of common stock then outstanding.

The option award vests over five years and, in addition to an annual base salary of $1 million, was the only direct compensation that Rick was eligible to receive for his service as Executive Chairman in 2022 and for the five-year term of his agreement. Rick was not eligible for annual or long-term incentive awards based on his service as Executive Chairman in 2022. As a result, more than 95% of his annualized compensation was fully at risk and aligned directly with the creation of exceptional value for shareholders.

In January 2023, upon appointment as Chief Executive Officer, Rick’s annual base salary was increased to $1,350,000 to align with market median and he became eligible for an annual cash incentive bonus award. However, he continues to be ineligible for additional long-term equity incentive awards under the terms of his agreement, as amended. If in the future Rick no longer serves as CEO of the Company but remains as Executive Chairman, his annual compensation will revert to the terms of the original agreement.

In the Board’s view, options are an ideal vehicle to support the creation of long-term value for the direct benefit of shareholders. Rick’s option will have economic value only if he builds long-term shareholder value in excess of the option’s exercise price of $157.17 per share. The long-term, five-year vesting schedule and ten-year term of the option award is intended to ensure that Rick will remain focused on long-term value-creating activity, including investments in talent and leadership, culture, succession planning, technology and transformational change of the business.

The other members of the Board and I believe Rick is in a unique position to drive long-term shareholder benefit. As Chairman & CEO, Rick will be intimately involved in the operations of the Company and, because he will not participate in the Company’s long-term equity incentive plans, he will be positioned to ensure that Dollar Tree’s incentive plans incorporate metrics and targets that align directly with long-term shareholder value creation.

We want to thank you for the input and support we have received to date and we look forward to engaging with you in the future.

Sincerely yours,

Edward J. Kelly, III
Lead Independent Director

 

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QUICK INFORMATION

The following charts provide quick information about Dollar Tree’s 2023 annual meeting and our corporate governance and executive compensation practices. These charts do not contain all of the information provided elsewhere in the proxy statement; therefore, you should read the entire proxy statement carefully before voting.

Annual Meeting Information

Proposals That Require Your Vote

See “Information About the Annual Meeting and Voting” beginning on page 106 for the various ways available for submitting your vote.

We are making the Proxy Statement and the form of proxy first available to shareholders on or about May 2, 2023.

 

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Corporate Governance & Compensation Quick Facts

 

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DOLLAR TREE, INC.
500 Volvo Parkway
Chesapeake, Virginia 23320

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on
Tuesday, June 13, 2023

To Our Shareholders:

We will hold the annual meeting of shareholders of Dollar Tree, Inc. in a virtual format again this year. As a result, the entire meeting will be held online and there will be no physical location for shareholders to attend. Shareholders may participate in the annual meeting on Tuesday, June 13, 2023 at 9:00 a.m. Eastern Time by logging in at:

www.virtualshareholdermeeting.com/DLTR2023

Shareholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. During the meeting, shareholders will be able to listen, vote and submit questions from any location using any internet-connected device. You may submit questions in advance of the meeting at www.proxyvote.com after logging in with your control number. Questions may also be submitted during the annual meeting through www.virtualshareholdermeeting.com/DLTR2023. To be admitted to the annual meeting, you must enter the control number found on your proxy card, voting instruction form or notice.

The following items of business are on the agenda for the annual meeting:

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To elect ten director nominees to the Company’s Board of Directors (“Board”) as identified in the attached proxy statement, each to serve as a director for a one-year term;

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To approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers;

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To vote, in a non-binding advisory vote, on the frequency of future advisory votes on executive compensation;

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To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year 2023;

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To vote on a shareholder proposal regarding a report on economic and social risks of company compensation and workforce practices and any impact on diversified shareholders; and

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To act upon any other business that may properly come before the meeting or any adjournments or postponements thereof.

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Shareholders of record at the close of business on April 14, 2023 will receive notice of and be allowed to vote at the annual meeting.

We have elected to distribute our proxy materials primarily over the Internet rather than mailing paper copies of those materials to each shareholder. We believe this will increase shareholder value by decreasing our printing and distribution costs, reducing the potential for environmental impact by conserving natural resources, and allowing for convenient access to and delivery of materials in an easily searchable format. If you would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials that is being mailed to our shareholders on or about May 2, 2023.

Your vote is important to us. To ensure the presence of a quorum at the annual meeting, we encourage you to read the proxy statement and then vote your shares promptly by Internet, by phone or by signing, dating and returning your proxy card (if you request a paper copy). Sending in your proxy card will not prevent you from voting your shares at the annual meeting, as your proxy is revocable at your option.

By Order of the Board of Directors

John S. Mitchell, Jr.

Corporate Secretary

Chesapeake, Virginia

May 2, 2023

IMPORTANT NOTICE ABOUT THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 13, 2023

The Company’s proxy statement and annual report to shareholders for the fiscal year ended
January 28, 2023 are available at
https://corporate.dollartree.com/investors/financial-information/annual-reports-proxies.

 

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TABLE OF CONTENTS

 

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The Work of the Board

Our Board of Directors is highly engaged and focused on strategy and the best use of capital to maximize shareholder value. The Board is also committed to having highly qualified and diverse directors with varying experiences, skills and perspectives to accomplish that goal. In fiscal 2022, the Board met eighteen (18) times, the Nominating and Governance Committee met nine (9) times, the Audit Committee met eight (8) times, the Compensation Committee met nine (9) times, the Finance Committee met three (3) times and the Sustainability and Corporate Social Responsibility Committee met three (3) times.

In 2022 the Board focused on positioning the Company for continued growth and transformational change. The Board appointed Richard W. Dreiling as our new Chairman and Chief Executive Officer. Mr. Dreiling brings to our Company more than 40 years of retail industry experience at all operating levels and has a proven record of success in the dollar store segment and other segments of the retail market. The Board also refreshed the leadership team with a new Chief Financial Officer, Chief Operating Officer, Chief Supply Chain Officer, Chief Information Officer and Chief Merchandising Officer for Family Dollar, all of whom have the skills and experience needed to drive growth and improve our operating performance.

Our Board plays a critical role in overseeing enterprise risk, primarily through the work of its committees, which report matters relating to their areas of responsibility back to the full Board. In 2022, the Board created two new standing committees, a Finance Committee and Sustainability and CSR Committee. These new committees have allowed the Board to increase its focus on its strategic, finance and sustainability objectives and risks.

Director Refreshment

On March 8, 2022, we entered into a Stewardship Framework Agreement with affiliates of Mantle Ridge LP, a registered investment advisory firm and owner of approximately 5.8% of our outstanding shares. Pursuant to the Stewardship Framework Agreement, our Board of Directors was reconstituted to consist of seven new directors and five continuing directors following the retirement of six incumbent directors. In addition to the changes that occurred in March 2022, in January 2023, Mike Witynski left his position as Chief Executive Officer and resigned from the Board and Thomas Dickson will be retiring from the Board at the 2023 annual meeting of shareholders. After considering the size and composition of the Board in light of these vacancies, the Board approved an amendment to our By-Laws to reduce the size of the Board from twelve directors to ten directors effective immediately prior to the convening of the 2023 annual meeting of shareholders. Upon the reelection of the ten directors that have been renominated by the Board, the tenure profile of the Board will be comprised of seven directors having two years or less in tenure and three directors with between three and five years in tenure.

Board Commitments

Our Board is comprised of members with valuable experience gained from service on the boards of directors of other public companies, including companies in the retail industry. When making its recommendations for director nomination, the Nominating and Governance Committee considers the value of experience gained through service on other boards and conducts a rigorous review of the demands that such service may have on the director’s time. As set forth in our Corporate Governance Guidelines, as a general rule, the Nominating and Governance Committee will not recommend the election or reelection of an individual who (i) serves on more than four public company boards, or (ii) serves as the chief executive officer of a public company and serves on more than two public company boards, other than the Company. All of our nominees satisfy this rule.

 

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In 2022 our Nominating and Governance Committee oversaw an annual performance review of our Board and its members that included comprehensive interviews of our directors and considered a number of factors including meeting attendance, preparation and director engagement with the Board and management. As part of this process, the Committee and the Board assessed our nominees for reelection and affirms that each nominee has demonstrated that they are capable of devoting the necessary time to successfully meet their duties and otherwise fulfill the responsibilities required of directors in 2023, taking into account their principal occupation and membership and leadership positions on other boards.

Board Skills Matrix

The Board is committed to ensuring it has a relevant diversity of skills and experience to oversee the Company, its management, its strategic plan and the execution of that plan. The Board believes that our director nominees, as a group, represent an effective mix of skills, experiences, diversity and fresh perspectives. The table below summarizes the key skills, experiences, diversity and other qualifications of our nominees for director. The director biographies beginning on page 16 describe each nominee’s background and relevant experience in more detail.

 

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DIRECTOR BIOGRAPHIES

Biographical and other information for each of our directors nominated for election at the 2023 annual meeting of shareholders is provided below.

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THE BOARD AND ITS COMMITTEES

The Board has re-nominated 10 current directors for election at the 2023 annual meeting of shareholders to serve as directors for a one-year term.

The Board of Directors has five standing committees, each comprised solely of independent directors: the Audit Committee, the Compensation Committee, the Nominating and Governance Committee, the Finance Committee and the Sustainability and CSR Committee. These committees operate under written charters which are available on our corporate website, at www.dollartreeinfo.com/​corporate-governance.

The current Board committee assignments of our re-nominated directors are as follows:

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LD

Lead Independent Director

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C

Committee chair

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(1)

Our Board reviewed the composition of each committee and determined that all of our non-employee directors were independent within the meaning of the listing standards of the Nasdaq Stock Market and SEC regulations.

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(2)

The Board, after review of each individual’s employment experience and other relevant factors, has determined that Daniel Heinrich, Jeffrey Naylor, Winnie Park and Bertram Scott are qualified as audit committee financial experts within the meaning of SEC regulations.

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Audit Committee

The purpose of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities regarding the quality and integrity of the accounting, auditing and financial reporting practices of the Company. At each regular meeting, the Audit Committee meets in executive sessions with the Company’s independent auditors, Chief Legal Officer, Vice President—Internal Audit, Chief Financial Officer and Senior Vice President—Principal Accounting Officer to discuss accounting principles, financial and accounting controls, the scope of the annual audit, internal controls, regulatory compliance and other matters. The independent auditors have access to the Audit Committee without management present to discuss the results of their audits and their views on the adequacy of our internal controls, quality of financial reporting and other accounting and auditing matters.

The Committee’s primary duties and responsibilities include:

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monitoring our financial reporting processes and internal control systems;

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overseeing our internal and external audit processes, including participation in the planning of the audit efforts of our independent auditors, internal audit department and our finance department;

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reviewing and discussing the Company’s practices with respect to risk assessment and risk management, including financial, operational, information security, data privacy, business continuity and legal and regulatory risks;

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providing an open avenue of communication among the independent auditors, internal auditors, financial and senior management, and the Board;

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reviewing our quarterly and annual financial statements;

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reviewing related party transactions; and

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appointing and evaluating the independent auditors of our financial statements.

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The Audit Committee met eight (8) times in 2022. In addition, the Chair of the Committee conducted periodic updates with the independent auditors and/or financial management.

All members of the Audit Committee during 2022 met the independence requirements of the Nasdaq Stock Market and SEC regulations. The report of the Committee can be found beginning on page 115.

Compensation Committee

The purpose of the Compensation Committee is to assist the Board in its oversight of the Company’s executive compensation structure, including salary, incentives and benefits, in order to attract and retain key executives. The Committee also monitors the Company’s compensation policies and practices to determine whether they create risks that are reasonably likely to have a material adverse effect on the Company.

The Committee’s primary duties and responsibilities include:

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overseeing our compensation and benefit practices;

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establishing the compensation arrangements for our executive officers;

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overseeing the administration of our executive compensation plans and Employee Stock Purchase Plan;

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approving awards under our equity-based compensation arrangements;

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overseeing the Company’s strategies, policies and key metrics with respect to diversity, equity and inclusion and human capital management, talent development and retention of key personnel;

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approving the design and payouts under our incentive plans for executive officers;

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reviewing the compensation of the independent members of the Board for service on the Board and its committees and recommending any changes to the Board for approval; and

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reviewing annually the executive officers’ stock ownership levels to ensure compliance with the Company’s executive target ownership policy.

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The Compensation Committee met nine (9) times in 2022. In addition, the Chair separately engaged in numerous in-depth discussions with members of management.

All members of the Compensation Committee during 2022 met the independence requirements of the Nasdaq Stock Market and SEC regulations. The report of the Committee, together with our Compensation Discussion and Analysis and information regarding executive compensation, can be found beginning on page 50.

Nominating and Governance Committee

The purpose of the Nominating and Governance Committee is to advise the Board of Directors on the composition, organization and effectiveness of the Board and its committees and on other issues relating to the corporate governance of the Company. The Committee’s primary duties and responsibilities include:

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recommending candidates to be nominated by the Board, including the re-nomination of any currently serving director, to be placed on the ballot for shareholders to consider at the annual shareholders’ meeting;

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if the Chairman of the Board is not independent, recommending an independent director to be appointed as Lead Independent Director;

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recommending nominees to be appointed by the Board to fill interim director vacancies;

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reviewing periodically the membership and Chair of each committee of the Board and recommending committee assignments to the Board, including rotation or reassignment of any Chair or committee member;

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reviewing and resolving requests for waivers from directors of any provision of the Company’s Code of Conduct;

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monitoring significant developments in regulations and best practices concerning corporate governance and the duties and responsibilities of each director;

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leading the Board in its annual performance evaluation;

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evaluating and administering our Corporate Governance Guidelines and recommending changes to the Board;

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reviewing and overseeing our governance structure and other facets of the Company’s corporate governance, including the structure of the Board, provisions of the Company’s articles and bylaws, arrangements containing provisions that become operative in the event

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of a change in control of the Company and other documents, policies and procedures in the governance framework;

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reviewing annually the directors’ stock ownership levels to ensure compliance with our director stock ownership requirements; and

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monitoring annually the education of Board members on matters related to their service on the Board.

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In addition, the Committee oversees the Shareholder Engagement Policy, recommends to the Board any proposed changes to such policy, monitors the process for shareholders to communicate with the Board, and assesses and recommends action on any matters raised in shareholder communications relating to governance topics.

The Nominating and Governance Committee met nine (9) times in 2022. For further information on the Committee, please see “How Nominees to our Board are Selected” beginning on page 43.

All members of the Nominating and Governance Committee during 2022 met the independence requirements of the Nasdaq Stock Market.

Finance Committee

The purpose of the Finance Committee is to assist the Board in its oversight of the Company’s financial policies, strategies, capital structure and allocation. The Committee’s primary duties and responsibilities include:

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reviewing and advising the Board on the Company’s capital structure and allocation;

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reviewing and advising the Board on significant financing and related transactions;

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reviewing and advising the Board on financial considerations relating to the leasing, purchase, sale, conveyance and other acquisition and disposition of stores, facilities and real property;

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reviewing and evaluating new store openings and performance;

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reviewing and advising the Board on the annual capital budget and advising the Board on major capital projects and commitments; and

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reviewing and advising the Board on acquisitions and divestitures and supporting the Board’s review with management of previously effected acquisitions and divestitures.

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The Finance Committee met three (3) times in 2022. In addition, the Chair separately engaged in numerous in-depth discussions with members of management.

Sustainability and Corporate Social Responsibility Committee

The purpose of the Sustainability and CSR Committee is to assist the Board in its oversight of the Company’s sustainability and environment and social-related risks and strategies, external reporting, and workplace environment and culture. The Committee’s primary duties and responsibilities include:

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assisting the Board in discharging its responsibilities relating to oversight of the Company’s strategies, policies and initiatives, and assessing, monitoring and making recommendations to the Board, with respect to sustainability and corporate social responsibility matters, including those related to environmental and social issues, human rights, labor, health and

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safety, workplace environment and culture, vendor and supplier diversity, philanthropy, and community and governmental engagement and relations;

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overseeing the Company’s strategies and policies related to human capital management, including with respect to matters such as diversity, equity, and inclusion as it relates to the Company’s workforce, workplace environment and culture, and the recruiting, selection, talent development, progression and retention of the Company’s workforce;

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reviewing and discussing with management key human capital metrics for the Company’s workforce that may be used by the Company; and

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at least semi-annually, evaluating, discussing, and, as appropriate, directing the disclosure of the Company’s risks relating to corporate social responsibility and sustainability, including the environment, human rights, labor, health and safety, workforce diversity, supply chain, and similar matters affecting Company stakeholders.

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The Sustainability and CSR Committee met three (3) times in 2022.

Meetings of the Board of Directors

The Board of Directors has scheduled four regular meetings in 2023 and recently held one of these meetings in March 2023. The Board will hold special meetings when Company business requires. During 2022, the Board held eighteen (18) meetings. Informational update calls are periodically conducted during the year. Each member of the Board attended more than 75% of all Board meetings and meetings of committees of which he or she was a member.

We expect each of our directors to attend the annual meeting of our shareholders. All of the then incumbent directors were in attendance at the 2022 virtual annual meeting of our shareholders.

 

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BOARD GOVERNANCE

Our Board operates within a strong set of governance principles and practices, including:

 

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Independence

Dollar Tree is committed to principles of good corporate governance and the independence of a majority of our Board of Directors from the management of our Company. Of our eleven current directors, the following ten have been determined by our Board to be independent directors within the applicable listing standards of the Nasdaq Stock Market: Thomas W. Dickson, Cheryl W. Grisé, Daniel J. Heinrich, Paul C. Hilal, Edward J. Kelly, III, Mary A. Laschinger, Jeffrey G. Naylor, Winnie Y. Park, Bertram L. Scott and Stephanie P. Stahl.

All members of our Audit Committee, our Compensation Committee and our Nominating and Governance Committee are independent under Nasdaq listing standards. Our Board has reviewed the various relationships between members of our Board and the Company and has affirmatively determined that none of our directors or nominees has material relationships with Dollar Tree, other than Mr. Dreiling, who is a member of management. See “Certain Relationships and Related Transactions” on page 101 for further information.

If the slate of directors proposed to be elected at the 2023 annual meeting of shareholders is elected, all committees of our Board will continue to be comprised solely of independent directors. The basis for an independence determination by our Board is either that the director has no business relationship other than his or her service on our Board, or that while a director may have some involvement with a Company or firm with which we do business, our Board has determined that such involvement is not material and does not violate any part of the definition of “independent director” under Nasdaq listing standards. None of our current executives sit on any of our committees.

At the regular meetings of our Board of Directors, a private session, without management present, is conducted by the non-management members of our Board.

Board Leadership Structure

Our Board is led by our Chairman & CEO, our Vice Chairman and our Lead Independent Director. As set forth in our Corporate Governance Guidelines, a Lead Independent Director is selected by our independent directors when our Chairman is not independent. In March 2022, Edward J. Kelly, III was elected as Lead Independent Director by the independent directors. Under our guidelines, the Lead Independent Director has clearly defined and robust leadership authority and responsibilities, including:

•

conferring regularly with the Chairman & CEO and the Vice Chairman;

​

•

in conjunction with the Chairman and the Vice Chairman, supporting a strong Board culture and encouraging director participation by fostering an environment of open dialogue and constructive feedback among the directors and facilitating communication across Board committees and among the Chairman & CEO, the Vice Chairman, the Board as a whole and Board committees (including the chairs of Board committees);

​

•

communicating feedback from the Board regarding the performance of the Chairman & CEO;

​

•

presiding at shareholder and Board meetings in the event that the Chairman & CEO or the Vice Chairman are absent or unable to act or if designated by the Vice Chairman in accordance with our bylaws;

​

•

setting the agenda for and presiding over executive sessions of solely independent directors, and with the power to call meetings of the independent directors, with the expectation that the Lead Independent Director will also coordinate feedback and follow-up as appropriate with the Chairman & CEO, the Vice Chairman, and the chairpersons of

​

 

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relevant Board committees and other directors, as appropriate, concerning matters discussed among the independent directors;

•

in conjunction with the Chairman & CEO and the Vice Chairman, setting the agenda for meetings of the Board, advising the Chairman & CEO and the Vice Chairman as to the Board’s information needs and working with the Chairman & CEO and Vice Chairman as needed to coordinate and provide direction, feedback, changes, input and approval regarding Board meeting agendas, schedules and materials in order to support Board deliberations and enable sufficient time for discussion of all agenda items;

​

•

assisting the Chairman & CEO and Vice Chairman with issues that concern the Board;

​

•

remaining well-informed about senior management and succession plans; and

​

•

being available, consistent with the Shareholder Engagement Policy described beginning on page 38, for consultation and direct communication with shareholders when appropriate.

​

The Board has determined that its current leadership structure is the most appropriate for Dollar Tree and its shareholders. The appointment of Mr. Dreiling as Chairman & CEO in 2022 has brought to the Company a proven leader with extensive, highly relevant retail industry experience at all operating levels, including success in the dollar store segment as the CEO and Chair of Dollar General Corporation from 2008 to January 2016. The appointment of Mr. Dreiling as the CEO positions him to drive the Board’s key initiatives and to generate long-term positive results for the Company and its shareholders. The role of the Lead Independent Director, as described above, facilitates the active engagement of our independent directors in the various aspects of the Board’s work and governance. We believe the functioning of our Board is enhanced by having Mr. Dreiling as Chairman & CEO, Mr. Hilal as Vice Chairman and Mr. Kelly as Lead Independent Director.

As part of the Company’s ongoing commitment to corporate governance, the Board periodically considers its leadership structure and the role of the Lead Independent Director.

Director Stock Holding Requirements

In November 2022, the Board enhanced its stock ownership guidelines to require that each non-employee director should hold Dollar Tree stock worth no less than five (5) times the annual cash retainer paid to directors, valued on the date such director acquired the stock. Vested stock or stock units beneficially owned by the director, including stock or stock units held in the 2013 Director Deferred Compensation Plan, are counted in meeting the guidelines, but unexercised stock options are not counted toward meeting the requirement. Under our policy, each director has five (5) years after he or she is first elected to the Board to meet the director stock holding requirements. Consistent with prior years, a majority of the directors chose to defer a meaningful portion of their annual cash retainer as shares of common stock, ranging from 50% to 100% of total compensation for participating directors during 2022. As of April 2022 all of the directors are in compliance with the Company’s stock ownership guidelines.

Majority Voting in Uncontested Election of Directors

Our bylaws provide for majority voting in uncontested director elections. Consequently, a director nominee will be elected by a majority of votes cast in uncontested director elections and by a plurality of votes in contested elections.

In addition, our Corporate Governance Guidelines include a director resignation policy which provides that any individual to be nominated by the Board to serve as a director in an uncontested election must submit an irrevocable resignation which is contingent on such individual failing to receive a majority of the votes cast in the election and acceptance of such resignation by the Board. Under the policy, if a director does not receive a majority of the votes cast in the election, the resignation would

 

33

 

be considered by the Nominating and Governance Committee, which would recommend to the Board what action to take with respect to the resignation. Our guidelines provide that the Board will act on the recommendation of the Committee within 90 days following the certification of the shareholder vote, and the Company will file a Form 8-K with the SEC describing the Board’s decision.

Board’s Role in Risk Oversight

The Board of Directors is actively involved in overseeing enterprise risk, primarily through the assistance of its committees, which address the risks within their areas of responsibility as provided in the committee charters or otherwise delegated by the Board to those committees. Each committee reports matters relating to risk to the full Board. In addition, the Lead Independent Director is responsible for facilitating director input and discussion regarding risks to the Company’s business.

The Audit Committee has a key role in the assessment of risks related to our business. At least semi-annually, the Audit Committee reviews and discusses with senior management the Company’s major risk exposures, including financial, operational, information security, data privacy, business continuity and legal and regulatory risks, the steps the Company has taken to identify, monitor and control such exposures, and the Company’s risk assessment and risk management policies, including mitigation strategies. This includes a review and discussion of the Company’s annual risk assessment conducted by the Internal Audit Department, which conducts an annual investigation and evaluation of enterprise risk focusing on areas that are essential to the successful operation of the Company. The Audit Committee engages in dialogue and receives updates at or between its meetings from the Vice President of Internal Audit, the Chief Compliance Officer, the Chief Financial Officer, Chief Legal Officer and the Chairman & CEO on matters related to risk. The Audit Committee shares appropriate information with the Board, either at its next meeting or by other more immediate communication.

The Sustainability and CSR Committee oversees the Company’s risks relating to sustainability and environment and social-related risks, including climate change and the environment, human rights, labor, health and safety, workforce diversity, supply chain, and similar matters affecting Company stakeholders. In carrying out its oversight role, the Committee is responsible for developing and recommending to the Board policies and procedures relating to sustainability risks. The Chairman & CEO and other members of management are responsible for assessing on an ongoing basis the Company’s sustainability risks and providing regular reports to the Sustainability and CSR Committee and/or the Board on the identification, evaluation, management and mitigation of those sustainability risks.

The Compensation Committee, in setting executive compensation, considers risks that may be implicated by our compensation programs and endeavors to set executive compensation at a level that creates incentives to achieve long-term shareholder value without encouraging excessive risk-taking to achieve short-term results. The Committee also oversees the Company’s human capital management strategies and policies for key personnel and considers related risks.

The Finance Committee, oversees risks associated with the Company’s financial policies, strategies, capital structure and allocation. The Finance Committee’s role includes reviewing and advising the Board on significant financial and related transactions and reviewing and advising the Board on the annual capital budget and major capital projects and commitments. The Finance Committee regularly receives reports from the Chief Financial Officer and other members of management on the Company’s cash flow and leverage positions.

Information Security Risk Management

The security of information shared with us by our customers, vendors and associates is important to us. We employ a multi-layer approach in the implementation of our cybersecurity practices, including:

•

Application of the National Institute of Standards and Technology Cyber Security Framework (NIST CSF)

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•

Payment Card Industry Data Security Standards (PCI-DSS) audits by trained and certified assessors

​

•

External audits, assessments and controls testing by qualified national consulting firms conducted on an annual basis

​

•

Continual reviews of the security programs of our most critical third-party partners

​

•

Monitored threat detection using artificial intelligence and behavior analysis

​

•

Business continuity, disaster recovery and incident response exercises led by our Chief Information Officer and Chief Information Security Officer

​

•

Cyber security training for all associates, including simulated phishing exercises throughout the year to measure and reinforce defensive measures

​

•

Cyber risk insurance covering cyber related breaches and interruptions in the business continuity of our computing environment

​

Our Audit Committee, which includes members that have cybersecurity experience, oversees the Company’s management of risks relating to information security and data privacy. At least semi-annually, the Audit Committee is responsible for reviewing and discussing with management the Company’s risk exposures related to information security and data privacy. These management updates are designed to inform the Audit Committee of any potential risks relating to information security or data privacy as well as any relevant mitigation or remediation tactics being implemented.

To more effectively prevent, detect and respond to information security threats, the Company has a dedicated Chief Information Security Officer (CISO) whose team is responsible for our overall information security, cyber risk, and business continuity programs. The CISO serves as the designated executive leader for cyber or data-related incident response activities.

We regularly conduct internal reviews and work with third-parties to identify and manage information security risks. We have not experienced any computer data security breach in the past three years and, as a result, we have not incurred any related expenses, penalties or settlements during this period.

Environmental and Social Sustainability

Dollar Tree is committed to environmental and social sustainability, product safety, human rights and human capital management, and continues to enhance its efforts in these areas. From its beginning over thirty years ago, we have operated our business with integrity and concern for others. We are focused each day on promoting a welcoming and safe environment for our customers and associates. The principles that guide us are ingrained in our people and our operations. From the global impact of climate change to the well-being of our associates to the safety of the products we sell, Dollar Tree strives to stay focused on these values.

Board and Management Oversight

Our Board and management recognize the importance of assessing and planning for the potential impact of climate change and other sustainability risks of our business. The Board took on enhanced ESG oversight in 2020 by charging the then-named Nominating, Governance and Sustainability Committee with responsibility for related risks. In 2022, the Board created a separate Sustainability and CSR Committee specifically to monitor and evaluate the Company’s social impact, the sustainability of its operations and environmental and other climate-related risks affecting our associates, our customers, and other stakeholders.

 

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Under its charter, the Sustainability and CSR Committee’s primary duties and responsibilities include, at least semi-annually, to evaluate, discuss, and, as appropriate, direct the disclosure of the Company’s risks relating to corporate responsibility and sustainability, including the environment, human rights, labor, health and safety, workforce diversity, supply chain, and similar matters affecting our stakeholders. The Committee is also responsible for developing and recommending to the Board policies and procedures relating to the Company’s sustainability and corporate responsibility matters. At least twice a year, the Committee reviews the Company’s initiatives related to diversity, equity and inclusion (DEI) as it relates to workplace environment and culture, human capital management of the Company’s workforce and talent development and retention of the Company’s workforce.

In 2022, Dollar Tree hired its first Chief Sustainability Officer who regularly engages with the Sustainability and CSR Committee and the full Board. Through the work of our Chief Sustainability Officer Dollar Tree has increased its focus and accelerated its activities to advance the Company’s sustainability initiatives.

Sustainability Reporting and Engagement

We report on our Company’s environmental and social sustainability strategies, initiatives and progress in our annual update which may be found on our website along with relevant policies. Our enhanced 2022 report provides information on our progress toward our initial climate-related targets and our DEI initiatives. To increase transparency and disclosure, our reporting is aligned with relevant frameworks including SASB standards and the Task Force on Climate-related Financial Disclosures (TCFD). Also in 2022, we participated in the CDP climate questionnaire for the first time to benchmark, quantify and disclose our progress to manage our climate-related risks and opportunities.

Our sustainability initiatives are informed by our active engagement with our shareholders. In 2022, we engaged in productive dialogue on a variety of topics including environmental and social sustainability. Also, in 2022, shareholders voted in favor of a shareholder proposal regarding climate transition planning. Since the 2022 annual shareholders’ meeting, we have been in constant communications with the shareholder proponent regarding our work to respond to the shareholder proposal.

Environmental Sustainability and Climate Action

We recognize that sustainability is important to our stakeholders and to our business. We are focused on pursuing meaningful initiatives that minimize our environmental impact while reducing costs and driving efficiency, which we believe reduces risk and ultimately ensures the creation of sustainable shareholder value.

Starting in 2020, Dollar Tree began to define and measure its carbon emissions footprint, to set initial greenhouse gas (GHG) emissions targets, and to prepare a formal climate disclosure report and plan. Our GHG emissions come from the energy we consume across our stores and distribution centers, the emissions associated with the production of the goods we sell, and the transportation of those goods from our suppliers to our stores. In 2021, we set our first-generation climate-related goals which included (i) a goal to reduce Scope 1 and 2 greenhouse gas emissions by 25% per square foot across our retail stores, distribution centers and Store Support Center, and (ii) a goal to engage with our top suppliers to understand their sustainability commitments and set a target of 75% of our supplier spend for merchandise to be with companies which have measurable greenhouse gas reduction or renewable energy targets by 2031.

Building on our initial targets to reduce our GHG emissions, Dollar Tree has recently committed to set our ambition to achieve net zero Scope 1, 2 and 3 emissions by 2050 and to announce 1.5 degree aligned near-term Scope 1, 2 and 3 emissions reduction targets on or before June 30, 2024. More information about our climate efforts will appear in the Company’s 2023 corporate sustainability update, which will be made available on our website prior to the 2023 annual shareholders’ meeting.

 

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Responsible Sourcing, Product Safety and Sustainability

We are dedicated to offering our customers products that are safe, reliable, and ethically sourced and manufactured. That means taking extra care to examine the practices of our vendors and manufacturers so that we can minimize our environmental impact and source natural resources responsibly while working to create a humane supply chain. We promote and audit compliance with our Vendor Code of Conduct, Human Rights Policy, and other relevant policies to assure alignment with labor, health and safety, human trafficking, non-discrimination, and other legal requirements. We will not do business with factories that do not respect basic human rights.

We have also adopted a chemical policy to identify and reduce chemicals of high concern in our products and are members of the Chemical Footprint Project. We continue to evaluate our chemical priority list to incorporate new chemicals of concern so that we can continue evolving our requirements around high-priority chemicals as new information and recommendations become available. In addition, we utilize independent and certified companies to test products that we import to assure that they meet or exceed all regulatory, legal or industry standards. We have one of the most robust testing programs for children’s products, assuring that testing is done using random sample collection, often multiple times on each production run.

Human Capital Management

We serve thousands of communities across North America through the hard work and dedication of more than 200,000 associates working at our stores, distribution centers and Store Support Center (SSC). We believe in the growth and development of our associates and provide professional and leadership development experiences, including online and instructor-led trainings to assist associates in their current role and help prepare them for future growth.

We are committed to providing market-competitive pay for all positions, and we are a pay for performance organization with performance-based compensation opportunities at almost all levels of the organization, including hourly paid positions. Both Dollar Tree and Family Dollar have implemented a Store Manager Bonus Program, which rewards store managers for strong performance. We also offer benefits to eligible associates such as participation in our 401(k) plan and Employee Stock Purchase Plan in order to help our associates plan for their retirement. All full-time and part-time associates are eligible for competitive health and welfare benefits, including medical, dental, vision, disability, life insurance and other benefits.

Workplace Safety

Our associates and customers drive our success. Providing them with a safe environment for both working and shopping is essential. We strive to maintain a culture of safety and continuous improvement, which begins with our leaders modeling the behaviors we want our associates to adopt and developing the necessary resources and training to support our associates across a range of workplace safety topics.

Diversity, Equity and Inclusion

We continue to build a rewarding, engaging, diverse and inclusive work environment. In 2020, we formed the DEI Executive Council comprised of senior leaders from across the Company who are charged with creating a DEI engagement strategy aligned with our business goals. In addition to helping to foster a culture of diversity and inclusion, the DEI Executive Council has helped to drive accountability at the senior management level for progress on key DEI initiatives. Among its many activities, the DEI Executive Council has overseen the formal development of Associate Resource Groups (ARGs) including Champions of Women, Pride LGBTQ+ and the Black Advocates Alliance (BAA); unconscious bias training; and the creation of an Allyship Guide for associates.

In 2022, under the Board’s oversight, we have set a series of initial DEI commitments for the Company. To ensure success, we hired the company’s first Chief Diversity Officer (CDO) to lead our

 

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efforts moving forward. The CDO, in collaboration with senior leadership, will review and expand our current DEI strategy and efforts. We are also developing and validating systems that bring visibility to our DEI metrics and progress via a dashboard available to our senior leadership and Board. Finally, we plan to further integrate a DEI focus into the range of Company talent life cycle programs, policies, and practices, including talent attraction, development, and succession planning.

Code of Ethics

Our Board has adopted a Code of Ethics for all our employees, officers and directors, including our Chief Executive Officer and senior financial officers. The Code of Ethics reflects our commitment to conducting business in an ethical and lawful manner. Among other things, our Code of Ethics addresses such topics as honest and ethical conduct, valuing our associates, workplace and product safety, conflicts of interest, relationships with vendors, compliance with laws, and the protection of Company assets.

Our Code of Ethics may be viewed at www.corporate.dollartree.com/investors/governance/​governance-documents. In addition, a printed copy of the Code will be provided to any shareholder upon request submitted to the Corporate Secretary at our corporate headquarters address, which is 500 Volvo Parkway, Chesapeake, VA 23320.

Any amendments to, or waivers of, the Code of Ethics applicable to our directors, executive officers, principal accounting officer or controller or persons performing similar functions, will be posted on our website at www.corporate.dollartree.com/investors/governance/governance-documents.

Engagement with Shareholders

We value regular, constructive conversations with our shareholders. These communications provide us with an opportunity to gain valuable insights and understanding with respect to shareholder interests and priorities. The Board’s commitment to shareholder outreach is reflected in its shareholder engagement policy included in our Corporate Governance Guidelines, which is intended to foster long-term, collaborative relationships with shareholders.

In 2022, we continued our engagement with shareholders to understand their views on issues of importance to them. The principal topics of engagement included:

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our long-term business strategy and initiatives;

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•

our executive compensation program;

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•

environmental impact and sustainability matters, including climate change; and

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•

investments in our associates, including diversity, equity and inclusion.

​

In addition, prior to the Board’s approval of the Stewardship Framework Agreement in March 2022, members of our Board engaged with shareholders owning more than 50% of the Company’s common stock to better understand their perspectives on our business strategy and leadership. The feedback from our shareholders was an important factor in the Board’s consideration of the governance changes contemplated by the Stewardship Framework Agreement, including the reconstitution of the Board and the changes in our Board leadership.

Although our senior executive officers and investor relations department are primarily responsible for our communications and engagement with shareholders, our independent directors may also be involved in shareholder engagement from time to time as appropriate.

 

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Communications with the Board

Shareholders and other interested parties seeking to communicate with any individual director or group of directors may send correspondence by mail to Dollar Tree Board of Directors, c/o Corporate Secretary, 500 Volvo Parkway, Chesapeake, VA 23320, or by email to CorpSecy@DollarTree.com. The Corporate Secretary has been instructed by the Board to forward all communications, except those that are clearly unrelated to Board or shareholder matters, to the relevant Board members.

 

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DIRECTOR COMPENSATION

Director compensation is established by the Board of Directors and periodically reviewed. The table below sets out the compensation structure for non-employee directors in fiscal year 2022. The non-employee director compensation was designed to:

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Simplify and streamline non-employee director compensation

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•

Provide for 50% of the annual retainer to be awarded as equity, consistent with market practice and good governance and to align directors’ interests with those of shareholders

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•

Recognize the responsibility and workload expected of the Chairs of the standing Committees and the Lead Independent Director, while generally maintaining an overall market competitive level of non-employee director compensation

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•

Support an equitable allocation of Committee Chair and member responsibility and workload

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In September 2022, the Compensation Committee, with the support of its compensation consultant, Meridian Compensation Partners, completed a peer benchmarking review of the non-employee director compensation program and determined that the compensation program was aligned with the market.

The Board may also authorize additional fees for ad hoc committees, if any. We do not offer non-equity incentives or pension plans to non-employee directors.

Under our shareholder-approved 2013 Director Deferred Compensation Plan, directors may elect to defer receipt of all or a portion of their Board and committee fees to be paid at a future date in either cash or shares of common stock, or to defer all or a portion of their fees into non-statutory stock options. Deferral elections must be made by December 31 for the deferral of fees in the next calendar year and must state the amount or portion of fees to be deferred; whether and to what extent fees are to be deferred in cash or shares or paid in the form of options; in the case of deferral into cash or shares, whether the payout shall be in installments or lump sum; and the date on which such payout will commence. In the case of deferrals into options, the number of options to be credited is calculated by dividing the deferred fees by 33% of the closing price on the first day of each calendar quarter, which is the date of grant. The options bear an exercise price equal to the closing price on the date of grant and are immediately exercisable. Deferrals into cash or stock are recorded in unfunded and

 

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unsecured book-entry accounts. Deferred shares to be credited are calculated by dividing the deferred fees by the closing price on the first day of each calendar quarter. If cash dividends are declared, deferred share accounts are credited with a corresponding number of deferred shares, based on the market price on the dividend date. In the case of deferrals into a deferred cash account, interest is credited to the account at the beginning of each quarter based on the 30-year Treasury Bond rate then in effect. The plan described in the foregoing sentences expires on June 30, 2023, and the Board has adopted a replacement non-employee director deferred compensation program under the shareholder-approved 2021 Omnibus Incentive Plan. The new program is similar to the 2013 plan except that, effective July 1, 2023, directors will no longer have the ability to defer fees into stock options. See the Director’s Compensation Table below for a description of deferrals in the most recent fiscal year.

The following table shows compensation paid to each independent director who served as a director during fiscal year 2022. Directors who serve as executive officers of the Company do not receive director compensation (compensation information for Richard Dreiling and Michael Witynski can be found beginning on page 77).

(1)

This column shows amounts earned for retainers and fees, including fees paid for service on standing and ad hoc committees, not reduced for deferrals.

​

(2)

This column includes the grant date fair value of shares granted (i) on April 18, 2022 to newly appointed non-employee directors in the aggregate amount $43,562 as a pro rata grant for service from March to June 2022, and (ii) on July 1, 2022 to all non-employee directors in the aggregate amount of $150,000 pursuant to the annual director equity awards. The number of shares were determined by dividing the value of the equity award by the Company’s closing share price on the date of grant ($172.03 on April 18, 2022 and $156.27 on July 1, 2022).

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(3)

Ms. Wheeler and Messrs. Barron, Lewis and Whiddon left the Board on March 16, 2022 prior to the payment of fees in fiscal year 2022.

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(4)

Mr. Bridgeford left the Board on March 16, 2022. He received a payment for his service on an ad hoc committee in fiscal year 2022 and received no additional payments in fiscal year 2022.

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(5)

Mr. Hilal has waived all fees and stock awards for service as a director.

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The following table shows, for each of our non-employee directors, amounts deferred in fiscal year 2022 under our 2013 Director Deferred Compensation Plan, the number of shares underlying those deferrals and the aggregate number, as of January 28, 2023, of outstanding stock options, including options obtained through deferral of fees (all of which are fully vested), and deferred shares:

(1)

This column shows the dollar amount of retainers and fees deferred in 2022 under the 2013 Director Deferred Compensation Plan. Directors may choose to defer a portion or all of their fees into a deferred cash account, common stock equivalents (which we call “deferred shares”) or options, as more fully described in the narrative in this section.

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HOW NOMINEES TO OUR BOARD ARE SELECTED

Candidates for election to our Board of Directors are recommended by our Nominating and Governance Committee and approved by our full Board of Directors for consideration by the shareholders. The Nominating and Governance Committee operates under a charter, which is available on our corporate website at https://www.dollartreeinfo.com/corporate-governance. A copy of the charter is also available to all shareholders upon request, addressed to our Corporate Secretary at the address on page 35. All members of the Committee are independent under the standards established by the Nasdaq Stock Market.

In addition, our bylaws enable eligible shareholders to have their own qualifying director nominee(s) included in the Company’s proxy materials, along with candidates nominated by our Board of Directors, as described in further detail under “Proxy Access” on page 46.

Our Nominating and Governance Committee also considers candidates recommended by shareholders. Shareholders may recommend candidates for Nominating and Governance Committee consideration by submitting such recommendation using the methods described under the “Shareholder Nominations for Election of Directors” section on page 45 and “Communications with the Board” on page 39. In making recommendations, shareholders should be mindful of the discussion of minimum qualifications set forth in the following paragraph. Although a recommended individual may meet the minimum qualification standards, it does not imply that the Nominating and Governance Committee necessarily will nominate the person recommended by a shareholder.

In evaluating candidates for election to the Board, our Nominating and Governance Committee takes into account the qualifications of the individual candidate as well as the composition of the Board as a whole.

Among other things, the Committee considers:

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the candidate’s ability to help the Board create shareholder wealth,

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the candidate’s ability to represent the interests of shareholders,

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the personal qualities of leadership, character and business judgment of the candidate,