Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



At the 2022 annual meeting of stockholders (the "2022 Annual Meeting") of Dollar
Tree, Inc. (the "Company") held on June 30, 2022, the Company's stockholders,
upon recommendation of the Board of Directors of the Company, approved an
amendment to add Article IX to the Company's Articles of Incorporation
("Articles") relating to the right to call special meetings of stockholders (the
"Amendment"). The Amendment provides, among other things, a right of
stockholders owning 15% or more of the voting power of the then outstanding
shares of Company common stock to call a special meeting of stockholders for any
purpose that could be considered at an annual meeting of stockholders, including
the election and/or removal of any director or directors of the Company.

The Company filed Articles of Amendment to the Articles of Incorporation of
Dollar Tree, Inc. relating to such Amendment with the Virginia State Corporation
Commission on July 1, 2022. The Articles of Amendment are expected to become
effective on July 1, 2022, and will be filed as an exhibit to the Company's Form
10-Q for the second quarter of fiscal 2022.

In connection with the adoption of the Amendment, the Board of Directors of the
Company previously approved amendments to Article II, Section 3 of the Company's
Amended and Restated By-Laws (the "By-Laws"), the effectiveness of which were
contingent upon shareholder approval of the Amendment at the 2022 Annual
Meeting. These By-Law amendments implement the Amendment to the Company's
Articles by establishing the process and requirements by which stockholders may
call a special meeting of stockholders. The By-Law amendments are effective July
1, 2022.

As amended, Article II, Section 3 of the By-Laws provides, among other things,
that special meetings of the Company's stockholders (i) may be called by the
Board of Directors, or by the chairman or vice chairman of the Board of
Directors, or the chief executive officer of the Company; and (ii) shall be
called by the chairman of the Board or the secretary of the Company upon the
written request of one or more stockholders that own, or who are acting on
behalf of persons who own, shares representing fifteen percent (15%) or more of
the voting power of the then outstanding shares of common stock entitled to vote
on the matter or matters to be brought before the proposed special meeting.

Article II, Section 3 of the amended By-Laws further provides that special
meetings requested by stockholders shall be held not more than ninety (90) days
after the date on which the special meeting request is delivered to the chairman
of the Board of Directors or to the secretary of the Company, that the record
date for a special meeting shall not be more than seventy (70) days prior to the
date of such special meeting, and that nominations of persons for election to
the Board of Directors at a special meeting of stockholders may be made by
stockholders in accordance with the notice and other requirements set forth in
the amended By-Laws. All business to be transacted at any special meeting of
stockholders shall be limited to the purpose or purposes stated in the Company's
notice of the special meeting.

Prior to these amendments, Article II, Section 3 of the By-Laws provided that special meetings of the stockholders may be called only by the Board of Directors, the chairman of the Board or the chief executive officer of the Company, whenever deemed necessary.



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.

Item 5.07. Submission of Matters to a Vote of Security Holders.



The Company's 2022 Annual Meeting was held on June 30, 2022. The final voting
results for each matter voted on by stockholders at the 2022 Annual Meeting are
as follows:

1.The stockholders elected the following individuals to the Company's Board of Directors, each to serve as a director for a one-year term:

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       Director Nominee                 Votes For                Votes Against                Abstain                Broker Non-Votes
Thomas W. Dickson                        183,627,252                11,324,232                     64,745                 7,395,790
Richard W. Dreiling                      189,676,035                 5,282,914                     57,280                 7,395,790
Cheryl W. Grise?                         192,703,626                 2,251,574                     61,029                 7,395,790
Daniel J. Heinrich                       194,428,289                   520,700                     67,240                 7,395,790
Paul C. Hilal                            192,530,670                 2,378,798                    106,761                 7,395,790
Edward J. Kelly, III                     193,715,469                 1,244,679                     56,081                 7,395,790
Mary A. Laschinger                       194,174,268                   780,676                     61,285                 7,395,790
Jeffrey G. Naylor                        192,080,157                 2,871,176                     64,896                 7,395,790
Winnie Y. Park                           192,064,669                 2,890,285                     61,275                 7,395,790
Bertram L. Scott                         191,566,517                 3,387,672                     62,040                 7,395,790
Stephanie P. Stahl                       189,861,775                 5,094,142                     60,312                 7,395,790
Michael A. Witynski                      194,467,882                   490,950                     57,397                 7,395,790



2.The stockholders approved, on an advisory basis, the compensation of the named
executive officers disclosed pursuant to the compensation disclosure rules of
the Securities and Exchange Commission, including the Compensation Discussion
and Analysis, the compensation tables and related narrative discussion set forth
in the Proxy Statement filed by the Company on May 18, 2022.

              Votes For       Votes Against       Abstain      Broker Non-Votes
           167,969,608       26,072,330         974,291         7,395,790

3.The stockholders ratified the Audit Committee's appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2022.



                        Votes For       Votes Against     Abstain
                     193,708,656       8,637,679         65,684

4.The stockholders approved an amendment to add Article IX to the Company's Articles of Incorporation relating to the right to call special meetings of stockholders.



              Votes For       Votes Against      Abstain      Broker Non-Votes
           194,269,883         554,662         191,684         7,395,790

5.The shareholder proposal requesting that the Board of Directors issue a report on climate transition planning was approved by the stockholders.



              Votes For       Votes Against       Abstain      Broker Non-Votes
           106,356,647       87,834,961         824,621         7,395,790

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1 Amended and Restated By-Laws of Dollar Tree, Inc.

104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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