8-K/ALeadership ChangesCorporate ChangesRegulation FD+1

DOLLAR TREE, INC. 8-K/A Report, Executive Changes (Jun 27, 2007)

Filed June 27, 2007For Securities:DLTR

Summary

Dollar Tree Stores, Inc. (DLTR) filed an amended 8-K report on June 27, 2007, to update information previously submitted on June 21, 2007. The primary focus of this amendment is on changes to the Board of Directors and the company's bylaws. Specifically, John Megrue retired from the Board, and two new directors, Lemuel E. Lewis and Dr. Carl P. Zeithaml, were appointed, effective July 1, 2007. These appointments are intended to bolster the board's expertise in finance, strategic management, and governance. Additionally, the company amended its bylaws to increase the size of the Board of Directors from eleven to twelve members. The bylaws were also updated to permit the issuance of stock without certificates and to allow for fractional share issuances. Investors should note these governance changes and the addition of new directors with relevant financial and strategic backgrounds, which could influence future corporate decision-making.

Key Highlights

  • 1John Megrue retired from the Board of Directors on June 21, 2007.
  • 2Lemuel E. Lewis and Dr. Carl P. Zeithaml were appointed as new Class III and Class II directors, respectively, effective July 1, 2007.
  • 3Mr. Lewis brings financial expertise as a former CFO of Landmark Communications and Audit Committee Chairman at the Federal Reserve Bank of Richmond.
  • 4Dr. Zeithaml contributes strategic management expertise as the Dean of the McIntire School of Commerce at the University of Virginia.
  • 5The number of directors on the Board was increased from eleven to twelve.
  • 6Company bylaws were amended to allow for the issuance of stock without certificates and the issuance of fractional shares.
  • 7Each new director will receive an annual retainer of $80,000, with additional compensation for committee service.

Frequently Asked Questions

Dollar Tree filed an amended 8-K (Amendment No. 1) to correct and include information that was inadvertently omitted from its original 8-K filing dated June 21, 2007. This amendment specifically addresses changes to director appointments and bylaw amendments.

John Megrue retired from the Board of Directors. Two new directors, Lemuel E. Lewis and Dr. Carl P. Zeithaml, were appointed to fill vacancies. Mr. Lewis is expected to serve on the Audit Committee, and Dr. Zeithaml is expected to serve on the Compensation Committee. The total number of directors was also increased to twelve.

The new directors, Mr. Lewis and Dr. Zeithaml, will receive annual retainers of $80,000, plus additional compensation for their respective committee roles ($4,000 for Mr. Lewis on the Audit Committee and $2,000 for Dr. Zeithaml on the Compensation Committee). They will also receive director orientation fees. These are standard compensation arrangements for board members.

The bylaw amendments allow the company greater flexibility in issuing stock. Permitting the issuance of shares without certificates and the issuance of fractional shares can streamline administrative processes related to stock issuance and potentially make shares more accessible for certain types of transactions or offerings.