DOLLAR TREE, INC. 8-K

What Happened

• Dollar Tree, Inc. (DLTR) filed an 8-K on June 23, 2026 reporting two main actions: on June 16, 2026 the company amended its By‑Laws to reduce the size of the Board of Directors from 11 to 10, and the company disclosed final voting results from its June 16, 2026 Annual Meeting of Shareholders. The amended By‑Laws are attached as Exhibit 3.1 to the filing.
• At the Annual Meeting the shareholders elected ten directors for one‑year terms: Michael C. Creedon, Jr.; William W. Douglas, III; Cheryl W. Grisé; Daniel J. Heinrich; Paul C. Hilal; Timothy A. Johnson; Edward J. Kelly, III; Diane E. Randolph; Bertram L. Scott; and Stephanie P. Stahl.

Key Details

• By‑Laws amended (effective June 16, 2026): Board size decreased from 11 to 10 directors; full amended By‑Laws filed as Exhibit 3.1.
• Director elections: all ten nominees were elected. Broker non‑votes reported: 5,378,553.
• Advisory vote on executive compensation (say‑on‑pay): 159,741,531 For; 10,923,913 Against; 355,368 Abstain.
• Auditor ratification: shareholders ratified KPMG LLP as DLTR’s independent registered public accounting firm for fiscal 2026 (163,833,056 For; 12,526,088 Against; 40,221 Abstain).
• Shareholder proposal on right to act by written consent was not approved: 8,920,820 For; 161,555,808 Against; 544,184 Abstain.

Why It Matters

• The bylaw change and confirmed director slate update the company’s corporate governance structure—investors should note the reduced board size and the individuals who will oversee strategy and oversight.
• The advisory approval of executive compensation and the ratification of KPMG indicate majority shareholder support for current governance and financial oversight, while the large margin rejecting written‑consent rights shows shareholders did not favor that change. These outcomes can affect governance, proxy dynamics and future shareholder proposals.