17 unchanged sentences
Opinion on Internal Control Over Financial Reporting
−Removed: 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.
+Added: We have audited Dollar Tree, Inc.
+Added: and subsidiaries’ (the Company) internal control over financial reporting as of January 29, 2022, 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 29, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: 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.
+Added: 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 29, 2022 and January 30, 2021, the related consolidated income statements, and statements of comprehensive income, shareholders’ equity, and cash flows for each of the years in the three‑year period ended January 29, 2022, and the related notes (collectively, the consolidated financial statements), and our report dated March 15, 2022 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
18 unchanged sentences
Other Information
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
+Added: Not Applicable.
Directors, Executive Officers and Corporate Governance
2 unchanged sentences
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.”
−Removed: The information concerning our code of ethics required by this Item is incorporated by reference to the Proxy Statement, under the caption “Code of Ethics.”
+Added: The information concerning our code of ethics required by this Item is incorporated by reference to the Proxy Statement, under the caption “Board Governance - Code of Ethics.”
Executive Compensation
18 unchanged sentences
Out of the 9,463,931 shares remaining available for future issuance, 2,585,772 represent the number of shares remaining available for future issuance under our Employee Stock Purchase Plan as of January 29, 2022.
−Removed: No awards may be granted under the Omnibus Plan after March 16, 2021.
1 Equity-based plans approved by our shareholders include:
−Removed: 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).
+Added: the 2013 Director Deferred Compensation Plan, the 2015 Employee Stock Purchase Plan (which replaced a predecessor plan), and the 2021 Omnibus Incentive Plan (which replaced the 2011 Omnibus Incentive Plan).
+Added: As of March 17, 2021, the 2011 Omnibus Incentive Plan was no longer available for new grants of
+Added: awards, but all outstanding awards that were granted under the plan prior to March 17, 2021 continue to be governed by the terms and conditions of the plan and applicable award agreements.
2 Does not include 14,158 shares to be issued upon the exercise of options with a weighted-average exercise price of $77.06 that were granted under the Family Dollar 2006 Incentive Plan and assumed by us in connection with our merger with Family Dollar.
16 unchanged sentences
8-K 3.1 6/21/2013
−Removed: 3.2 Amended By- L aws of Dollar Tree, Inc., effective December 3, 2020
+Added: 3.2.1 Amended By-Laws of Dollar Tree, Inc., effective June 10, 2021
8-K 3.1 6/11/2021
+Added: 3.2.2 Amended and Restated By-Laws of Dollar Tree, Inc., effective March 16, 2022
+Added: 8-K 3.1 3/8/2022
4.1 Form of Common Stock Certificate
6 unchanged sentences
8-K 4.1 4/20/2018
+Added: 4.2.3 Second Supplemental Indenture, dated as of December 1, 2021, between Dollar Tree, Inc.
+Added: Bank National Association, as trustee
+Added: 8-K 4.1 12/1/2021
4.3 Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934
9 unchanged sentences
8-K 10.1 3/20/2007
−Removed: 10.2 * Policy for director compensation (as described under the caption “ Director Co mpensation ” )
+Added: 10.2 * Policy for director compensation (as described under the caption “Director Compensation”)
DEF 14A N/A 4/24/2020
+Added: Incorporated by Reference
+Added: Exhibit Exhibit Description Form Exhibit Filing Date Filed Herewith
10.3.1 * Change in Control Retention Agreement between Dollar Tree, Inc.
5 unchanged sentences
10.4 * Description of Dollar Tree, Inc.
−Removed: Management Incentive Compensation Plan
+Added: Management Incentive Compensation Plan, effective for the fiscal year ending January 29, 2022 and thereafter
10-Q 10.1 5/27/2021
3 unchanged sentences
10-Q 10.1 9/2/2016
−Removed: Incorporated by Reference
−Removed: Exhibit Exhibit Description Form Exhibit Filing Date Filed Herewith
10.5.3 * 2011 Omnibus Incentive Plan, as amended and restated effective June 12, 2019
4 unchanged sentences
8-K 10.2 3/21/2012
+Added: 10.7.2 * Form of Restricted Stock Unit Agreement under the 2011 Omnibus Incentive Plan
+Added: 10-K 10.34 3/27/2019
+Added: 10.8 * Form of Executive Officer Nonstatutory Stock Option Agreement under the 2011 Omnibus Incentive Plan
+Added: 10-K 10.54 3/28/2017
10.9.1 * Form of Long-Term Performance Plan Award Agreement under the 2011 Omnibus Incentive Plan
10-K 10.32 3/27/2019
+Added: 10.9.2 * Form of Long-Term Performance Plan Award Agreement under the 2011 Omnibus Incentive Plan
+Added: 10-Q 10.1 5/28/2020
10.10 * Form of Performance Stock Unit Agreement under the 2011 Omnibus Incentive Plan
10-K 10.33 3/27/2019
−Removed: 10.10 * Form of Restricted Stock Unit Agreement under the 2011 Omnibus Incentive Plan
−Removed: 10-K 10.34 3/27/2019
10.11 * Change in Control Retention Agreement between Dollar Tree, Inc.
8 unchanged sentences
S-8 4.0 10/28/2015
−Removed: 10.14 * Form of Executive Officer Nonstatutory Stock Option Agreement under the 2011 Omnibus Incentive Plan
−Removed: 10-K 10.54 3/28/2017
10.14 * Dollar Tree and Family Dollar Supplemental Deferred Compensation Plan
2 unchanged sentences
10-K 10.35 3/16/2018
−Removed: 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
+Added: 10.15.2 * 2013 Director Deferred Compensation Plan, as amended and restated effective June 10, 2021
8-K 10.6 6/11/2021
3 unchanged sentences
10-Q 10.2 11/29/2018
+Added: 10.18 * Dollar Tree, Inc.
+Added: 2021 Omnibus Incentive Plan
+Added: 8-K 10.1 6/11/2021
+Added: 10.19 * Form of Performance-Based Restricted Stock Unit Agreement under the 2021 Omnibus Incentive Plan
+Added: 8-K 10.2 6/11/2021
10.20 * Form of Long-Term Performance Plan Award Agreement under the 2021 Omnibus Incentive Plan
−Removed: 10-Q 10.1 5/28/2020
+Added: 8-K 10.3 6/11/2021
+Added: 10.21 * Form of Restricted Stock Unit Agreement (Standard) under the 2021 Omnibus Incentive Plan
+Added: 8-K 10.4 6/11/2021
+Added: 10.22 * Form of Non-Employee Director Nonstatutory Stock Option Agreement under the 2021 Omnibus Incentive Plan
+Added: 8-K 10.5 6/11/2021
+Added: 10.23 Credit Agreement, dated as of December 8, 2021, among Dollar Tree, Inc., JPMorgan Chase Bank, N.A., as agent and the lenders and other parties thereto
+Added: 8-K 10.1 12/9/2021
+Added: Incorporated by Reference
+Added: Exhibit Exhibit Description Form Exhibit Filing Date Filed Herewith
+Added: 10.24 * Form of letter agreement amending Executive Agreements for Executive Officers at the level of Chiefs
+Added: 8-K 10.1 3/7/2022
+Added: 10.25 * Addendum to Executive Agreement, by and between Dollar Tree, Inc.
+Added: and Michael Witynski, dated March 1, 2022
+Added: 8-K 10.2 3/7/2022
+Added: 10.26 * Post-Retirement Benefits Agreement, by and between Dollar Tree, Inc.
+Added: and Bob Sasser, dated March 2, 2022
+Added: 8-K 10.3 3/7/2022
+Added: 10.27 * Form of Indemnification Agreement for Directors and Executive Officers
+Added: 8-K 10.1 3/7/2022
+Added: 10.28 Stewardship Framework Agreement, by and between Dollar Tree, Inc.
+Added: and MR Cobalt Advisor LLC, on behalf of itself and its affiliates and associates, dated March 8, 2022
+Added: 8-K 10.1 3/8/2022
21.1 Subsidiaries of the Registrant
5 unchanged sentences
101 The following financial statements from our Form 10-K for the fiscal year ended January 29, 2022, formatted in Inline XBRL:
−Removed: (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 X
−Removed: 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
+Added: (i) Consolidated Income Statements, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements
+Added: 104 The cover page from our Form 10-K for the fiscal year ended January 29, 2022, formatted in Inline XBRL and contained in Exhibit 101
*Management contract or compensatory plan or arrangement
23 unchanged sentences
/s/ Kathleen E.
−Removed: Mallas Senior Vice President - Principal Accounting Officer March 16, 2021
+Added: Mallas Senior Vice President - Chief Accounting Officer March 15, 2022
(principal accounting officer)
−Removed: /s/ Jeffrey Naylor
−Removed: Jeffrey Naylor Director March 16, 2021
−Removed: /s/ Winnie Park
−Removed: Winnie Park Director March 16, 2021
−Removed: /s/ Thomas A.
−Removed: Saunders III Director March 16, 2021
−Removed: /s/ Stephanie Stahl
−Removed: Stephanie Stahl Director March 16, 2021
+Added: /s/ Jeffrey G.
+Added: Naylor Director March 15, 2022
+Added: /s/ Winnie Y.
+Added: Park Director March 15, 2022
+Added: /s/ Stephanie P.
+Added: Stahl Director March 15, 2022
Wampler Chief Financial Officer March 15, 2022
4 unchanged sentences
Whiddon Director March 15, 2022
−Removed: 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.