8-KLeadership ChangesShareholder MattersRegulation FD+1

DOLLAR TREE, INC. 8-K Report, Executive Changes (Jun 19, 2012)

Filed June 19, 2012For Securities:DLTR

Summary

This 8-K filing from Dollar Tree, Inc. (DLTR) on June 19, 2012, primarily details two key events: the approval of a significant performance-based retention award for CEO Bob Sasser and the results of the company's Annual Meeting of Shareholders held on June 14, 2012. Regarding executive compensation, the Board of Directors approved a $10 million performance-based Restricted Stock Unit award for CEO Bob Sasser. This award vests in five years and is contingent on a one-year net income performance criterion and Sasser's continued employment. The Board cited Sasser's direct impact on share price appreciation since 2004 and aims to incentivize his continued leadership and long-term shareholder value creation. The Annual Meeting saw shareholders overwhelmingly re-elect all director nominees, approve the compensation of named executive officers on an advisory basis (a "Say-on-Pay" vote), and ratify the appointment of KPMG LLP as the independent registered public accounting firm for 2012. The company also issued a press release on June 14, 2012, announcing these voting results.

Key Highlights

  • 1CEO Bob Sasser received a special, one-time performance-based Restricted Stock Unit award valued at $10 million.
  • 2The award vests 100% on the fifth anniversary of the grant date (June 13, 2012), subject to a one-year net income performance criterion and continued employment.
  • 3The Board cited Mr. Sasser's significant impact on Dollar Tree's share price growth since 2004 as justification for the retention award.
  • 4All incumbent directors were overwhelmingly re-elected at the June 14, 2012 Annual Meeting of Shareholders.
  • 5Shareholders approved executive compensation on an advisory basis (Say-on-Pay vote) with a high percentage of 'For' votes.
  • 6KPMG LLP was ratified as Dollar Tree's Independent Registered Public Accounting Firm for 2012.

Frequently Asked Questions

The Board of Directors approved the $10 million performance-based Restricted Stock Unit award for CEO Bob Sasser to incentivize his continued leadership and to reward him for his direct impact on the significant increase in Dollar Tree's share price during his tenure. The award is designed to align his interests with long-term shareholder value.

The award vests 100% on the fifth anniversary of the grant date (June 13, 2012). However, vesting is contingent upon Mr. Sasser satisfying a one-year net income performance criterion and remaining continuously employed with the Company through the vesting date. The Compensation Committee retains authority to accelerate vesting in certain termination scenarios.

Shareholders overwhelmingly re-elected all director nominees, approved the company's executive compensation on an advisory basis (Say-on-Pay), and ratified the appointment of KPMG LLP as the independent registered public accounting firm for 2012. The results were announced in a press release on June 14, 2012.

Shareholders approved the compensation of the named executive officers on an advisory basis. The vote showed strong support, with approximately 93.7 million votes 'For' and about 1.3 million votes 'Against'.