Dollar Tree (DLTR) Proxy Filing summary

Executive summary

• 2024 marked a pivotal year with significant leadership changes, including the appointment of a new Chairman, CEO, and CFO, and a continued focus on a multi-year transformation strategy.

• The company completed a strategic review and agreed to divest the Family Dollar business in March 2025, aiming to unlock shareholder value and focus on optimizing the Dollar Tree brand.

• Store network optimization included acquiring 170 leases from 99 Cents Only Stores, expanding the brand's presence in key western markets.

• The annual meeting will be held virtually on June 19, 2025, with shareholders encouraged to vote on key proposals.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 11 directors, an advisory vote on executive compensation, ratification of KPMG LLP as independent auditor, and approval of the 2025 Employee Stock Purchase Plan.

• The board recommends voting FOR all proposals.

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

Board of directors and corporate governance

• The board consists of a supermajority of independent directors, with recent additions and a focus on diversity of skills and experience.

• Board leadership transitioned to an independent Chairman in November 2024.

• Five standing committees (Audit, Compensation, Nominating and Governance, Finance, Sustainability/CSR) are composed solely of independent directors.

• Annual board and committee evaluations are conducted, and all directors attended at least 75% of meetings.

• The Stewardship Framework Agreement with Mantle Ridge LP provides for certain director replacement rights.