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Get filing alertsDollar Tree shareholders elect 10 directors, approve executive pay at 2026 annual meeting
Filed June 23, 2026 · Period ending June 16, 2026 · ~1 min read
Key Changes
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medium
All 10 director nominees elected with 97.1%–99.9% support; Edward J. Kelly, III received lowest approval at 97.1% (165.9M for, 5.1M against), Timothy A. Johnson highest at 99.9% (170.8M for, 141K against).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Executive compensation approved with 93.6% support (159.7M for, 10.9M against); 6.4% opposition within normal range for say-on-pay votes.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Board size reduced from 11 to 10 directors via bylaw amendment effective June 16, 2026; filing does not disclose which seat eliminated or reason.
Item 5.03 — Amendments to Articles of Incorporation or Bylaws verify on EDGAR → -
low
KPMG ratified as auditor with 92.9% support (163.8M for, 12.5M against); shareholder proposal for written consent rights rejected with 94.8% opposition.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Dollar Tree held its 2026 annual meeting on June 16, reporting routine governance outcomes. All ten director nominees were elected with strong support ranging from 97.1% to 99.9% of votes cast. Executive compensation received 93.6% approval, and KPMG was ratified as auditor with 92.9% support—both healthy results indicating no significant shareholder dissent.
A shareholder proposal seeking written consent rights was decisively rejected with only 5.2% support. The company also reduced its board size from 11 to 10 directors through a bylaw amendment effective the same day. The filing does not explain which director seat was eliminated or whether this reflects a departure, retirement, or strategic board-sizing decision.
For retail holders, this is a routine annual meeting disclosure with no material governance concerns. The vote outcomes and board adjustment represent normal corporate housekeeping rather than events requiring immediate attention.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Dollar Tree held its 2026 annual meeting; shareholders elected all 10 directors, approved executive pay, ratified KPMG, and rejected a written-consent proposal.
Show 2 minor / wording changes
Added in current filing · view on EDGAR → · paraphrased
Votes For Votes Against Abstain 163,833,056 12,526,088 40,221
Shareholders ratified KPMG LLP as the independent auditor for fiscal 2026 with 92.9% support (163.8M for vs. 12.5M against). The 7.1% opposition is routine for auditor ratification votes.
Added in current filing · view on EDGAR → · paraphrased
Votes For Votes Against Abstain Broker Non-Votes 8,920,820 161,555,808 544,184 5,378,553
A shareholder proposal requesting the right to act by written consent was overwhelmingly rejected, with only 5.2% support (8.9M for vs. 161.6M against). The board's recommendation against the proposal prevailed decisively.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Item 5.03 — Amendments to Articles of Incorporation or Bylaws filed; see Key Changes for terms.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
On June 16, 2026, Dollar Tree, Inc. (the “Company”) amended the Company’s By-Laws to revise Article III, Section 2 of the By-Laws to decrease the number of directors from eleven (11) to ten (10).
The company reduced its board of directors from 11 to 10 members through a bylaw amendment. This typically occurs when a director departs or the board determines a smaller size is more efficient. The filing does not disclose which director seat was eliminated or whether this reflects a departure, retirement, or strategic board-sizing decision.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 23, 2026 · How we verify