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Item 9A. Controls and Procedures

2023-03-10 compared with 2022-03-15 · 81 added, 64 removed, 182 unchanged (44% of the section changed)

20 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 28, 2023, 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 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.

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 28, 2023 and January 29, 2022, the related consolidated income statements, statements of comprehensive income, shareholders’ equity, and cash flows for each of the years in the three‑year period ended January 28, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated March 10, 2023 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

18 unchanged sentences

Other Information

On March 8, 2023, the Board of Directors of the Company approved an amendment to Article III, Section 2 of the Company’s Amended and Restated 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 on June 13, 2023.

The above summary does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated By-Laws, effective June 13, 2023, a copy of which is filed as Exhibit 3.3 to this Annual Report on Form 10-K and is incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

6 unchanged sentences

Executive Compensation

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.

Information set forth in the Proxy Statement under the captions “Compensation Committee Report on Executive Compensation,” “Compensation Discussion and Analysis,” “Annual Compensation of Executive Officers,” “Pay Ratio Disclosure,” and “Director 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 January 29, 2022, 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 28, 2023, 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 and members of our Board of Directors;

the weighted-average exercise price of outstanding options;

9 unchanged sentences

2,252,587 $ 157.17 —

______________

(a) Amounts represent outstanding options, restricted stock units and deferred (“phantom”) shares as of January 28, 2023.

(b) Not included in the calculation of weighted-average exercise price are (i) 1,192,291 restricted stock units and (ii) 37,273 director deferred shares.

(c) Amounts represent shares remaining available for future awards under all of our equity-based plans, including shares remaining under our 2021 Omnibus Incentive Plan, our 2015 Employee Stock Purchase Plan and our 2013 Director Deferred Compensation Plan.

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.

(c) The 8,696,011 shares remaining available for future issuance under our equity-based plans approved by security holders includes 5,799,159 shares remaining under our 2021 Omnibus Incentive Plan, 2,507,678 shares remaining under our 2015 Employee Stock Purchase Plan and 389,174 shares remaining under our 2013 Director Deferred Compensation Plan.

1 Equity-based plans approved by our shareholders include:

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).

As of March 17, 2021, the 2011 Omnibus Incentive Plan was no longer available for new grants of

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.

As of March 17, 2021, the 2011 Omnibus Incentive Plan was no longer available for new grants of 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 In connection with our employment of Richard W.

Dreiling as Executive Chairman of the Board in March 2022, Mr.

Dreiling was granted a one-time award of options to purchase 2,252,587 shares of Company common stock as an employment inducement grant within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules.

The amount shown in the table does not include 13,575 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.

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.

13 unchanged sentences

Exhibit Exhibit Description Form Exhibit Filing Date Filed Herewith

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

8-K 3.1 6/21/2013

3.2.1 Amended By-Laws of Dollar Tree, Inc., effective June 10, 2021

8-K 3.1 6/11/2021

3.2.2 Amended and Restated By-Laws of Dollar Tree, Inc., effective March 16, 2022

3.1 Amended and Restated Articles of Incorporation of Dollar Tree, Inc., effective October 14, 2022

10-Q 3.1 11/22/2022

3.2 Amended and Restated By-Laws of Dollar Tree, Inc., effective January 30, 2023

8-K 3.1 1/31/2023

3.3 Amended and Restated By-Laws of Dollar Tree, Inc., effective June 13, 2023

4.1 Form of Common Stock Certificate

6 unchanged sentences

8-K 4.1 4/20/2018

Incorporated by Reference

Exhibit Exhibit Description Form Exhibit Filing Date Filed Herewith

4.2.3 Second Supplemental Indenture, dated as of December 1, 2021, between Dollar Tree, Inc.

2 unchanged sentences

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

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;

Vice President, Stores;

Chief Merchandising Officer;

Chief Logistics Officer;

Chief People Officer;

and Chief Information Officer

8-K 10.1 3/20/2007

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

10.1 * Terms of director compensation (as described under the caption “Director Compensation”)

DEF 14A N/A 5/18/2022

Incorporated by Reference

Exhibit Exhibit Description Form Exhibit Filing Date Filed Herewith

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

22 unchanged sentences

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

10-K 10.32 3/27/2019

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

10-Q 10.1 5/28/2020

1 unchanged sentence

10-K 10.33 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

10.10 * Dollar Tree, Inc.

7 unchanged sentences

8-K 10.6 6/11/2021

10.12.3 * Amendment to the Dollar Tree, Inc.

2013 Director Deferred Compensation Plan, effective March 8, 2023

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

2 unchanged sentences

10-Q 10.2 11/29/2018

10.14.2 * Form of letter agreement amending Executive Agreements for Executive Officers at the level of Chiefs (EVP)

8-K 10.1 3/7/2022

10.14.3 * Revised Form of Executive Agreement for Executive Officers at the level of Chiefs (EVP) (portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K)

10-Q 10.1 8/25/2022

10.15.1 * Dollar Tree, Inc.

1 unchanged sentence

8-K 10.1 6/11/2021

10.15.2 * First Amendment to the Dollar Tree, Inc.

2021 Omnibus Incentive Plan, effective November 29, 2022

10.16 * Form of Performance-Based Restricted Stock Unit Agreement under the 2021 Omnibus Incentive Plan

8-K 10.2 6/11/2021

Incorporated by Reference

Exhibit Exhibit Description Form Exhibit Filing Date Filed Herewith

10.17 * Form of Long-Term Performance Plan Award Agreement under the 2021 Omnibus Incentive Plan

6 unchanged sentences

8-K 10.1 12/9/2021

Incorporated by Reference

Exhibit Exhibit Description Form Exhibit Filing Date Filed Herewith

10.24 * Form of letter agreement amending Executive Agreements for Executive Officers at the level of Chiefs

8-K 10.1 3/7/2022

10.21 * Addendum to Executive Agreement, by and between Dollar Tree, Inc.

9 unchanged sentences

8-K 10.1 3/8/2022

10.25.1 * Executive Agreement, effective March 19, 2022, by Richard W.

Dreiling and Dollar Tree, Inc.

(portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K)

8-K 10.1 3/21/2022

10.25.2 * Amendment to Executive Agreement, dated January 25, 2023, by the Company and Richard W.

8-K/A 10.1 1/27/2023

10.26 * Nonstatutory Stock Option Agreement, effective March 19, 2022, by Richard W.

Dreiling and Dollar Tree, Inc.

8-K 10.2 3/21/2022

10.27 * Employment Agreement between Dollar Tree Distribution, Inc.

and John Flanigan, effective May 9, 2022 (portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K)

10-Q 10.2 8/25/2022

10.28 * Letter Agreement amending the Executive Agreement between Dollar Tree, Inc.

and Kevin Wampler

10-Q 10.1 11/22/2022

10.29 * Form of Performance-Based Restricted Stock Unit Agreement under the 2021 Omnibus Incentive Plan

10.30 * Form of Restricted Stock Unit Agreement (Standard) under the 2021 Omnibus Incentive Plan

10.31 * Form of Nonstatutory Stock Option Agreement under the 2021 Omnibus Incentive Plan

21.1 Subsidiaries of the Registrant

12 unchanged sentences

March 10, 2023 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.

Signature Title Date

/s/ Michael A.

Witynski President and Chief Executive Officer;

Director March 15, 2022

/s/ Richard W.

Date Richard W.

Chairman and Chief Executive Officer

(Principal Executive Officer)

/s/ Bob Sasser

Bob Sasser Executive Chairman;

Director March 15, 2022

/s/ Gregory M.

Bridgeford Lead Independent Director March 15, 2022

/s/ Arnold S.

Barron Director March 15, 2022

/s/ Thomas W.

Dickson Director March 15, 2022

/s/ Lemuel E.

Lewis Director March 15, 2022

March 10, 2023 By:

/s/ Jeffrey A.

Date Jeffrey A.

Chief Financial Officer

(Principal Financial Officer)

March 10, 2023 By:

/s/ Kathleen E.

Mallas Senior Vice President - Chief Accounting Officer March 15, 2022

Date Kathleen E.

Senior Vice President - Chief Accounting Officer and Treasurer

(Principal Accounting Officer)

Each of the directors of the registrant whose signature appears below hereby appoints Jeffrey A.

Davis, Kathleen E.

Mallas, and John S.

Mitchell, and each of them severally, as his or her attorney-in-fact to sign in his or her name and behalf, in any and all capacities stated below, and to file with the Securities and Exchange Commission any and all amendments to this report, making such changes in this report as appropriate, and generally to do all such things on their behalf in their capacities as directors and/or officers to enable the registrant to comply with the provisions of the Securities Exchange Act of 1934, and all requirements of the Securities and Exchange Commission.

/s/ Richard W.

Dreiling Chairman and Chief Executive Officer March 10, 2023

Dreiling (Principal Executive Officer) Date

Hilal Vice Chairman March 10, 2023

/s/ Edward J.

Kelly, III Lead Independent Director March 10, 2023

Kelly, III Date

/s/ Thomas W.

Dickson Director March 10, 2023

/s/ Cheryl W.

Grisé Director March 10, 2023

/s/ Daniel J.

Heinrich Director March 10, 2023

Heinrich Date

Laschinger Director March 10, 2023

Laschinger Date

/s/ Jeffrey G.

2 unchanged sentences

Park Director March 10, 2023

/s/ Bertram L.

Scott Director March 10, 2023

/s/ Stephanie P.

Stahl Director March 10, 2023

Wampler Chief Financial Officer March 15, 2022

(principal financial officer)

/s/ Carrie A.

Wheeler Director March 15, 2022

/s/ Thomas E.

Whiddon Director March 15, 2022

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