Dollar Tree (DLTR) Proxy filing summary

Executive summary

• Completed the sale of the Family Dollar business in 2025, focusing exclusively on the Dollar Tree brand and outlining strategic priorities for profitable growth, including product assortment expansion, cost management, customer engagement, and technology investment.

• Strengthened executive leadership with new CEO and CFO appointments and enhanced capabilities in supply chain, merchandising, and retail operations.

• Engaged shareholders through Investor Day and appointed a new head of investor relations to maintain strong communication.

Voting matters and shareholder proposals

• Shareholders will vote on four proposals: election of directors, advisory vote on executive compensation, ratification of KPMG LLP as independent auditor, and a shareholder proposal to allow action by written consent (Board recommends against the latter).

• Board recommends voting for all director nominees, for executive compensation, for auditor ratification, and against the written consent proposal.

Board of directors and corporate governance

• Board consists of ten nominees with diverse skills in executive leadership, finance, retail, marketing, IT, and risk management.

• Over 90% of directors are independent; all standing committees are fully independent.

• Board leadership includes an independent Chairman and Vice Chairman; annual board and committee evaluations are conducted.

• Board refreshment ongoing, with most directors having less than five years' tenure.

• Proxy access allows shareholders with 3% ownership for three years to nominate directors.