Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On September 24, 2026, the Board of Directors (“Board”) of Dollar Tree, Inc. (the “Company”) amended the Company’s By-Laws, effective immediately. The amendments to the By-Laws, among other things:…
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Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 24, 2026, the Board of Directors (“Board”) of Dollar Tree, Inc. (the “Company”) amended the Company’s By-Laws, effective immediately. The amendments to the By-Laws, among other things:
• make certain technical changes to the shareholder voting and meeting process that conform with Virginia law, including with respect to giving notice, setting the record date, voting by proxy, and appointing an inspector of election;
• revise certain procedures applicable to shareholder-requested special meetings, including with respect to a process for setting the record date for determining shareholders entitled to call a special meeting, the nomination deadline for special meetings at which directors are to be elected, and revocation of special meeting requests by shareholders;
• consolidate and update the advance notice bylaws for shareholder nominations and other business for annual meetings, including certain notice timing provisions, expanding disclosure requirements to cover affiliates, associates and others acting in concert, and the deadline for shareholder nominees to submit questionnaires;
• update and clarify the date for determining applicability of majority or plurality voting for director elections, provisions relating to calling special Board meetings and remote participation in Board meetings; and
• revise certain provisions relating to officer roles and duties.
In addition, the amendments to the By-Laws include certain other technical, ministerial, and conforming changes.
The foregoing description of the amendments to the Company’s By-Laws is not intended to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated By-Laws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.