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Item 9A. Controls and Procedures

2021-03-16 compared with 2020-03-20 · 97 added, 88 removed, 115 unchanged (62% of the section changed)

3 unchanged sentences

In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply our judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management has carried out, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this report.

Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of February 1, 2020 , the Company’s disclosure controls and procedures were designed and functioning effectively to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.

Our management has carried out, with the participation of our Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this report.

Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of January 30, 2021, our disclosure controls and procedures were designed and functioning effectively to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.

Management’s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f).

The Company’s management conducted an assessment of the Company’s internal control over financial reporting based on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013) .

Based on this assessment, the Company’s management has concluded that, as of February 1, 2020 , the Company’s internal control over financial reporting is effective.

The Company’s independent registered public accounting firm, KPMG LLP, has audited the Company’s consolidated financial statements and has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f).

Our management conducted an assessment of our internal control over financial reporting based on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013) .

Based on this assessment, our management has concluded that, as of January 30, 2021, our internal control over financial reporting is effective.

Our independent registered public accounting firm, KPMG LLP, has audited our consolidated financial statements and has issued an attestation report on the effectiveness of our internal control over financial reporting.

Their report appears below.

5 unchanged sentences

Opinion on Internal Control Over Financial Reporting

We have audited Dollar Tree, Inc.’s and subsidiaries (the Company) internal control over financial reporting as of February 1, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 1, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of February 1, 2020 and February 2, 2019, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended February 1, 2020, and the related notes (collectively, the consolidated financial statements), and our report dated March 20, 2020 expressed an unqualified opinion on those consolidated financial statements.

We have audited Dollar Tree, Inc.’s and subsidiaries (the Company) internal control over financial reporting as of January 30, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 30, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 30, 2021 and February 1, 2020, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended January 30, 2021, and the related notes (collectively, the consolidated financial statements), and our report dated March 16, 2021 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

20 unchanged sentences

The information concerning our Directors and Executive Officers required by this Item is incorporated by reference to Dollar Tree, Inc.’s Proxy Statement relating to our 2021 Annual Meeting (“Proxy Statement”), under the captions “Director Biographies” and “Executive Officers.”

To the extent disclosure of any delinquent report under Section 16(a) of the Securities Exchange Act of 1934 is made by the Company, such disclosure will be set forth under the caption “Delinquent Section 16(a) Reports” in our Proxy Statement, which is incorporated herein by reference.

To the extent disclosure of any delinquent report under Section 16(a) of the Securities Exchange Act of 1934 is made by us, such disclosure will be set forth under the caption “Delinquent Section 16(a) Reports” in our Proxy Statement, which is incorporated herein by reference.

The information concerning our audit committee and audit committee financial experts required by this Item is incorporated herein by reference to the Proxy Statement, under the caption “The Board and Its Committees.”

1 unchanged sentence

Executive Compensation

Information set forth in the Proxy Statement under the caption “Compensation of Executive Officers,” with respect to executive compensation, is incorporated herein by reference.

Information set forth in the Proxy Statement under the caption “Compensation of Executive Officers,” “Compensation Discussion and Analysis” and “Pay Ratio Disclosure” with respect to executive compensation, is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Equity Compensation Plans

The following table summarizes information regarding shares issuable as of February 1, 2020 , under our equity compensation plans, including the number of shares of common stock subject to options, restricted stock units, deferred shares and other rights granted to employees, consultants and members of our Board of Directors;

The following table summarizes information regarding shares issuable as of January 30, 2021, under our equity compensation plans, including the number of shares of common stock subject to options, restricted stock units, deferred shares and other rights granted to employees, consultants and members of our Board of Directors;

the weighted-average exercise price of outstanding options;

1 unchanged sentence

Additional information regarding our equity compensation plans can be found in Note 11 to our consolidated financial statements.

Equity compensation plan category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Equity compensation plan category (a)

Number of securities to be issued upon exercise of outstanding options, warrants and rights (b)

Weighted-average exercise price of outstanding options, warrants and rights (c)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Plans approved by security holders 1

1,854,600 $ 97.47 19,062,707

Plans not approved by security holders 2

______________

Amounts represent outstanding options, restricted stock units and deferred (“phantom”) shares as of February 1, 2020 .

Not included in the calculation of weighted-average exercise price are (i) 1,369,581 restricted stock units and (ii) 188,948 deferred shares.

Amounts represent shares remaining available for future awards under all of our equity-based plans, including shares remaining under our qualified Employee Stock Purchase Plan and our 2013 Director Deferred Compensation Plan.

Out of the 20,077,827 shares remaining available for future issuance, 2,852,398 represent the number of shares remaining available for future issuance under our Employee Stock Purchase Plan as of February 1, 2020 .

(a) Amounts represent outstanding options, restricted stock units and deferred (“phantom”) shares as of January 30, 2021.

(b) Not included in the calculation of weighted-average exercise price are (i) 1,688,488 restricted stock units and (ii) 150,197 director deferred shares.

(c) Amounts represent shares remaining available for future awards under all of our equity-based plans, including shares remaining under our 2011 Omnibus Incentive Plan, our 2015 Employee Stock Purchase Plan and our 2013 Director Deferred Compensation Plan.

Out of the 19,062,707 shares remaining available for future issuance, 2,707,188 represent the number of shares remaining available for future issuance under our Employee Stock Purchase Plan as of January 30, 2021.

No awards may be granted under the Omnibus Plan after March 16, 2021.

1 Equity-based plans approved by our shareholders include:

the 2003 Non-Employee Director Stock Option Plan, the 2013 Director Deferred Compensation Plan, the 2015 Employee Stock Purchase Plan (which replaced a predecessor plan), and the Omnibus Incentive Plan (which replaced the 2003 Equity Incentive Plan and the 2004 Executive Officer Equity Plan.

Does not include 105,895 shares to be issued upon the exercise of options with a weighted-average exercise price of $76.97 that were granted under the 2006 Incentive Plan assumed by us in connection with our merger with Family Dollar.

the 2013 Director Deferred Compensation Plan, the 2015 Employee Stock Purchase Plan (which replaced a predecessor plan), and the 2011 Omnibus Incentive Plan (which replaced the 2003 Equity Incentive Plan and the 2004 Executive Officer Equity Plan).

2 Does not include 101,142 shares to be issued upon the exercise of options with a weighted-average exercise price of $76.97 that were granted under the Family Dollar 2006 Incentive Plan and assumed by us in connection with our merger with Family Dollar.

Information set forth in the Proxy Statement under the caption “Ownership of Common Stock,” with respect to security ownership of certain beneficial owners and management, is incorporated herein by reference.

1 unchanged sentence

Information set forth in the Proxy Statement under the caption “Certain Relationships and Related Transactions,” is incorporated herein by reference.

The information concerning the independence of our directors required by this Item is incorporated by reference to the Proxy Statement under the caption “Board - Independence.”

Principal Accounting Fees and Services

The information concerning the independence of our directors required by this Item is incorporated by reference to the Proxy Statement under the caption “Board Governance - Independence.”

Principal Accountant Fees and Services

Information set forth in the Proxy Statement under the caption “Ratification of Appointment of Independent Auditors,” is incorporated herein by reference.

Exhibits, Financial Statement Schedules

Exhibit and Financial Statement Schedules

Documents filed as part of this report :

5 unchanged sentences

Incorporated by Reference

Exhibit Description

Filed Herewith

Agreement and Plan of Merger, dated as of July 27, 2014, among Family Dollar Stores, Inc., Dollar Tree, Inc.

and Dime Merger Sub, Inc.

Amendment No.

1, dated as of September 4, 2014, to the Agreement and Plan of Merger, dated as of July 27, 2014, among Family Dollar Stores, Inc., Dollar Tree Inc.

and Dime Merger Sub, Inc.

Exhibit Exhibit Description Form Exhibit Filing Date Filed Herewith

3.1 Amended Articles of Incorporation of Dollar Tree, Inc., effective June 20, 2013

Amended Bylaws of Dollar Tree, Inc., effective March 5, 2019

8-K 3.1 6/21/2013

3.2 Amended By- L aws of Dollar Tree, Inc., effective December 3, 2020

8-K 3.1 12/3/2020

4.1 Form of Common Stock Certificate

8-K 4.1 3/13/2008

4.2.1 Indenture, dated as of April 2, 2018, between Dollar Tree, Inc., as issuer, and U.S.

Bank National Association, as trustee

S-3 ASR 4.1 4/2/2018

4.2.2 First Supplemental Indenture, dated as of April 19, 2018, between Dollar Tree, Inc.

Bank National Association, as trustee

8-K 4.1 4/20/2018

4.3 Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934

Form of Consulting Agreement between the Company and certain members of the Board of Directors

Incorporated by Reference

Exhibit Description

Filed Herewith

Form of Change in Control Retention Agreement, to be executed between the Company and the Chief Executive Officer;

10-K 4.3 3/20/2020

10.1 * Form of Change in Control Retention Agreement, to be executed between Dollar Tree Stores, Inc.

and the Chief Executive Officer;

Chief Financial Officer;

4 unchanged sentences

and Chief Information Officer

Amendments to the Company’s Stock Plans

Policy for director compensation (as described in Item 1.01)

Assignment and Assumption Agreement, dated February 27, 2008, between Dollar Tree Stores, Inc.

and Dollar Tree, Inc.

Change in Control Retention Agreement between the Company and Kevin Wampler, Chief Financial Officer

Amendment to Change in Control Retention Agreement between the Company and Kevin Wampler, Chief Financial Officer

8-K 10.1 3/20/2007

10.2 * Policy for director compensation (as described under the caption “ Director Co mpensation ” )

DEF 14A N/A 4/24/2020

10.3.1 * Change in Control Retention Agreement between Dollar Tree, Inc.

and Kevin Wampler, Chief Financial Officer

8-K 10.1 12/5/2008

10.3.2 * Amendment to Change in Control Retention Agreement between Dollar Tree, Inc.

and Kevin Wampler, Chief Financial Officer

8-K 10.1 10/11/2011

10.4 * Description of Dollar Tree, Inc.

Management Incentive Compensation Plan

10-Q 10.1 5/19/2011

10.5.1 * 2011 Omnibus Incentive Plan effective as of March 17, 2011

8-K 10.1 6/22/2011

10.5.2 * First Amendment to the 2011 Omnibus Incentive Plan dated June 16, 2016

10-Q 10.1 9/2/2016

Incorporated by Reference

Exhibit Exhibit Description Form Exhibit Filing Date Filed Herewith

10.5.3 * 2011 Omnibus Incentive Plan, as amended and restated effective June 12, 2019

10-Q 10.1 8/29/2019

10.6 * Form of Non-employee Director Option Agreement under the 2011 Omnibus Incentive Plan

Form of Long-Term Performance Plan Award Agreement under the 2011 Omnibus Incentive Plan

8-K 10.4 6/22/2011

10.7 * Form of Restricted Stock Unit Agreement under the 2011 Omnibus Incentive Plan

8-K 10.2 3/21/2012

10.8 * Form of Long-Term Performance Plan Award Agreement under the 2011 Omnibus Incentive Plan

10-K 10.32 3/27/2019

10.9 * Form of Performance Stock Unit Agreement under the 2011 Omnibus Incentive Plan

10-K 10.33 3/27/2019

10.10 * Form of Restricted Stock Unit Agreement under the 2011 Omnibus Incentive Plan

Change in Control Retention Agreement between the Company and David Jacobs, Chief Strategy Officer

Change in Control Retention Agreement between the Company and William A.

10-K 10.34 3/27/2019

10.11 * Change in Control Retention Agreement between Dollar Tree, Inc.

and David Jacobs, Chief Strategy Officer

10-Q 10.2 8/16/2012

10.12 * Change in Control Retention Agreement between Dollar Tree, Inc.

and William A.

Old, Jr, Chief Legal Officer

10-Q 10.2 8/22/2013

10.13 * Dollar Tree, Inc.

2015 Employee Stock Purchase Plan, effective September 1, 2015

Form of Severance Agreement for Executive Vice Presidents, dated as of October 9, 2012, between Family Dollar Stores, Inc.

and its officers holding the title of Executive Vice President

Form of Severance Agreement for Senior Vice Presidents between Family Dollar Stores, Inc.

and its officers holding the title of Senior Vice President

Change in Control Retention Agreement between the Company and Gary Maxwell, Chief Supply Chain Officer

S-8 4.0 10/28/2015

10.14 * Form of Executive Officer Nonstatutory Stock Option Agreement under the 2011 Omnibus Incentive Plan

Executive Agreement dated December 30, 2016 between the Company and Duncan Mac Naughton, President of Family Dollar Stores, Inc.

(portions of the exhibit have been omitted pursuant to a request for confidential treatment)

Incorporated by Reference

Exhibit Description

Filed Herewith

10-K 10.54 3/28/2017

10.15 * Dollar Tree and Family Dollar Supplemental Deferred Compensation Plan

10-Q 10.1 8/24/2017

10.16 * 2013 Director Deferred Compensation Plan, as amended and restated effective December 31, 2016

10-K 10.35 3/16/2018

10.17 Credit Agreement, dated as of April 19, 2018, among Dollar Tree, Inc., JPMorgan Chase Bank, N.A., as administrative agent and the lenders and other parties thereto

8-K 10.1 4/20/2018

10.18 * Form of Change in Control Retention Agreement for Executive Officers (portions of the exhibit have been omitted pursuant to a request for confidential treatment)

Amendment to Change in Control Retention Agreement between the Company and Gary Philbin, Chief Executive Officer

10-Q 10.1 11/29/2018

10.19 * Form of Executive Agreement (portions of the exhibit have been omitted pursuant to a request for confidential treatment)

Agreement, dated December 22, 2019, between the Company and Duncan Mac Naughton [(portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K)]

10-Q 10.2 11/29/2018

10.20 * Form of Long-Term Performance Plan Award Agreement under the 2011 Omnibus Incentive Plan

10-Q 10.1 5/28/2020

21.1 Subsidiaries of the Registrant

4 unchanged sentences

32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The following financial statements from the Company’s Form 10-K for the fiscal year ended February 1, 2020, formatted in Inline XBRL:

(i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income (Loss), (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements

The cover page from the Company’s Form 10-K for the fiscal year ended February 1, 2020, formatted in Inline XBRL and contained in Exhibit 101

101 The following financial statements from our Form 10-K for the fiscal year ended January 30, 2021, formatted in Inline XBRL:

104 The cover page from our Form 10-K for the fiscal year ended January 30, 2021, formatted in Inline XBRL and contained in Exhibit 101 X

*Management contract or compensatory plan or arrangement

2 unchanged sentences

DOLLAR TREE, INC.

March 20, 2020

/s/ Gary Philbin

Chief Executive Officer

March 16, 2021 By:

/s/ Michael A.

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Gary Philbin

Director and Chief Executive Officer

March 20, 2020

Signature Title Date

/s/ Michael A.

Witynski President and Chief Executive Officer;

Director March 16, 2021

(principal executive officer)

/s/ Bob Sasser

Executive Chairman;

March 20, 2020

Bob Sasser Executive Chairman;

Director March 16, 2021

/s/ Gregory M.

Lead Independent Director

March 20, 2020

Bridgeford Lead Independent Director March 16, 2021

/s/ Arnold S.

March 20, 2020

Barron Director March 16, 2021

/s/ Thomas W.

March 20, 2020

/s/ Conrad M.

March 20, 2020

Dickson Director March 16, 2021

/s/ Lemuel E.

March 20, 2020

Lewis Director March 16, 2021

/s/ Kathleen E.

Senior Vice President - Principal Accounting Officer

March 20, 2020

Mallas Senior Vice President - Principal Accounting Officer March 16, 2021

(principal accounting officer)

/s/ Jeffrey Naylor

Jeffrey Naylor

March 20, 2020

Jeffrey Naylor Director March 16, 2021

/s/ Winnie Park

Winnie Park Director March 16, 2021

/s/ Thomas A.

March 20, 2020

Saunders III Director March 16, 2021

/s/ Stephanie Stahl

Stephanie Stahl

March 20, 2020

Chief Financial Officer

March 20, 2020

Stephanie Stahl Director March 16, 2021

Wampler Chief Financial Officer March 16, 2021

(principal financial officer)

/s/ Carrie A.

March 20, 2020

Wheeler Director March 16, 2021

/s/ Thomas E.

March 20, 2020

Whiddon Director March 16, 2021

Zeithaml Director March 16, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures