Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 16, 2026
DOLLAR TREE, INC.
(Exact name of registrant as specified in its charter)
Virginia
0-25464
26-2018846
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
500 Volvo Parkway
Chesapeake,
Virginia
23320
(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))
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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 class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
DLTR
NASDAQ 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 16, 2026, Dollar Tree, Inc. (the “Company”) amended the Company’s By-Laws to revise Article III, Section 2 of the By-Laws to decrease the number of directors from eleven (11) to ten (10). The complete text of the By-Laws, as amended, is attached as Exhibit 3.1 to this report and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders of the Company was held on June 16, 2026. The final voting results for each matter voted on by shareholders at the 2026 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 Nominee
Votes For
Votes Against
Abstain
Broker Non-Votes
Michael C. Creedon, Jr.
170,864,971
120,553
35,288
5,378,553
William W. Douglas, III
170,035,321
933,701
51,790
5,378,553
Cheryl W. Grisé
167,273,014
3,581,392
166,406
5,378,553
Daniel J. Heinrich
170,685,466
295,577
39,769
5,378,553
Paul C. Hilal
169,323,644
1,656,669
40,499
5,378,553
Timothy A. Johnson
170,828,627
140,589
51,596
5,378,553
Edward J. Kelly, III
165,901,567
5,074,275
44,970
5,378,553
Diane E. Randolph
170,799,384
181,559
39,869
5,378,553
Bertram L. Scott
170,369,296
609,044
42,472
5,378,553
Stephanie P. Stahl
166,778,231
4,068,313
174,268
5,378,553
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 1, 2026.
Votes For
Votes Against
Abstain
Broker Non-Votes
159,741,531
10,923,913
355,368
5,378,553
3.The shareholders ratified the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Votes For
Votes Against
Abstain
163,833,056
12,526,088
40,221
4.The shareholders did not approve the shareholder proposal requesting a shareholder right to act by written consent.
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
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.
