8-KLeadership ChangesExhibits & Filings

DOLLAR TREE, INC. 8-K Report, Executive Changes (Mar 23, 2016)

Filed March 23, 2016For Securities:DLTR

Summary

This 8-K filing by Dollar Tree, Inc. (DLTR) on March 23, 2016, primarily details a significant performance-based restricted stock unit (PRSU) award granted to Gary Philbin, President of the combined enterprise and President/COO of Family Dollar. The award, valued at $5 million, consists of 62,484 units and is contingent upon achieving cumulative operating income targets for the Family Dollar banner over a three-year period, with a cliff vesting after five years from the March 18, 2016 grant date, provided Mr. Philbin remains employed. The Compensation Committee granted this award to recognize Mr. Philbin's critical role and contributions to the integration and performance of Family Dollar since the acquisition in July 2015. The committee views this as a strategic incentive to drive long-term operational improvements and enhance shareholder value by promoting both performance and retention of key leadership essential for Family Dollar's future growth.

Key Highlights

  • 1Gary Philbin, President of Dollar Tree and President/COO of Family Dollar, received a one-time grant of 62,484 performance-based restricted stock units (PRSU) valued at $5 million.
  • 2The PRSU award is contingent on achieving cumulative operating income targets for the Family Dollar banner over a three-year period.
  • 3Vesting is on a cliff basis, occurring 100% on the fifth anniversary of the grant date (March 18, 2016), subject to meeting performance goals and continued employment.
  • 4The Compensation Committee cited Mr. Philbin's significant impact on Family Dollar's initial post-merger performance and his critical role in future growth as reasons for the award.
  • 5The award is intended to incentivize long-term operational goals, increase shareholder value, and promote executive retention.
  • 6The grant was approved by the Compensation Committee and is designed to be fully tax-deductible under IRC Section 162(m).
  • 7The filing also lists the Restricted Stock Unit Agreement as an exhibit.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose a significant performance-based restricted stock unit (PRSU) award granted to Gary Philbin, a key executive responsible for the Family Dollar business, by Dollar Tree, Inc.

The stock units will vest 100% on the fifth anniversary of the grant date (March 18, 2016), provided that Mr. Philbin achieves 100% of the cumulative operating income performance criteria for the Family Dollar banner over a three-year period and remains continuously employed with Dollar Tree through the vesting date.

The Compensation Committee granted this award to recognize Gary Philbin's current and anticipated contributions to Family Dollar, acknowledging his demonstrated impact on the banner's performance since the acquisition and his critical role in its future growth. The committee also aimed to provide an incentive for achieving long-term operational goals and promote retention.

The award is valued at $5 million, which translated into 62,484 performance-based restricted stock units based on Dollar Tree's closing share price on the grant date of March 18, 2016.