DOLLAR TREE INC (DLTR)
Sector: Consumer Staples
2026 Annual Meeting Analysis
DOLLAR TREE INC · Meeting: June 16, 2026
Directors FOR
3
Directors AGAINST
7
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
Grisé has served since 2022 (approximately 4 years), a tenure that fully overlaps the period during which Dollar Tree's stock fell 38% over three years while the disclosed peer group returned a median of +36.3% — a gap of 74.3 percentage points, far exceeding the 20-percentage-point threshold that applies when absolute 3-year returns are negative; the 5-year TSR gap of 50.9pp also exceeds the applicable 20pp threshold for negative absolute 5-year returns, so the 5-year mitigant does not apply.
Heinrich has served since 2022 (approximately 4 years), fully overlapping the underperformance period; the 74.3-percentage-point 3-year gap versus the peer group far exceeds the 20-percentage-point trigger threshold for negative absolute TSR, and the 5-year gap of 50.9pp also exceeds the applicable threshold, so no 5-year mitigant applies.
Hilal has served since 2022 (approximately 4 years) as Vice Chair, fully overlapping the underperformance period; the 74.3-percentage-point 3-year gap versus peers far exceeds the 20-percentage-point trigger, and the 5-year gap of 50.9pp also exceeds the threshold, so no 5-year mitigant applies.
Kelly has served since 2022 (approximately 4 years) as Chairman, fully overlapping the underperformance period; the 74.3-percentage-point 3-year gap versus peers far exceeds the 20-percentage-point trigger threshold for negative absolute TSR, and the 5-year gap of 50.9pp also exceeds the applicable threshold, so no 5-year mitigant applies.
Randolph has served since 2023 (approximately 3 years), a tenure that meaningfully overlaps the underperformance period; the 74.3-percentage-point 3-year peer gap far exceeds the 20-percentage-point trigger threshold, and while her tenure covers less than the full 3-year period, it covers more than half, warranting an AGAINST vote; the 5-year mitigant does not apply as the gap also exceeds the threshold on the longer time horizon.
Scott has served since 2022 (approximately 4 years), fully overlapping the underperformance period, and the 74.3-percentage-point peer gap far exceeds the 20-percentage-point trigger; additionally, Scott sits on 4 public company boards including Dollar Tree (Equitable Holdings, Lowe's, and Becton Dickinson), which meets the overboarding threshold of 4 or more public boards, providing an independent additional basis for an AGAINST vote.
Stahl has served since 2018 (approximately 8 years), the longest-tenured director on the slate and fully accountable for the underperformance period; the 74.3-percentage-point peer gap far exceeds the 20-percentage-point trigger, the 5-year mitigant does not apply as the 5-year gap of 50.9pp also exceeds the threshold, and Stahl sits on 4 public company boards including Dollar Tree (Carter's, Newell Brands, Edgewell Personal Care), triggering the overboarding threshold independently.
For Analysis
Creedon joined the board in 2025 and has been director for less than 24 months, making him exempt from the TSR underperformance trigger under policy; no other disqualifying flags apply.
Douglas joined the board in 2025 and has been a director for less than 24 months, making him exempt from the TSR underperformance trigger; no other disqualifying flags apply.
Johnson joined the board in 2025 and has been a director for less than 24 months, making him exempt from the TSR underperformance trigger; no other disqualifying flags apply.
Dollar Tree's stock has lost 38% over the past three years while the company's own disclosed compensation peer group returned a median of +36.3%, producing a gap of 74.3 percentage points — far beyond the 20-percentage-point trigger that applies when absolute 3-year returns are negative. Seven of the ten nominees have tenures that meaningfully overlap this underperformance period, warranting AGAINST votes. Three directors joined in 2025 and are exempt from the TSR trigger as newer directors. Two long-tenured directors (Scott and Stahl) also trigger the overboarding rule by sitting on four or more public boards.
Say on Pay
✓ FORCEO
Michael C. Creedon, Jr.
Total Comp
$14,775,215
Prior Support
95%%
The CEO's total compensation of approximately $14.8 million is within a reasonable range for a newly appointed CEO at a $19 billion consumer defensive retailer, and the compensation structure is well-constructed with roughly 88% of total pay in variable or at-risk components (long-term equity awards at $9.4 million, annual cash bonus at $3.2 million, and a one-time strategic bonus), far exceeding the 50-60% variable pay threshold. The annual cash incentive plan uses meaningful financial metrics (adjusted operating income weighted 70%, adjusted revenue 30%) with genuine performance hurdles, and the long-term equity program uses three-year cumulative adjusted earnings per share with a relative total shareholder return modifier — these are real performance conditions, not disguised fixed pay. Prior year support was 95%, the company has a robust clawback policy, and while stock performance has been weak, the incentive structure appropriately responded: the 2023 three-year performance stock awards paid out at only 21.3% of target due to missed earnings and stock underperformance, demonstrating that the pay-for-performance link is functioning.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
39 yrs
Audit Fees
$4,047,093
Non-Audit Fees
$122,000
KPMG has served as Dollar Tree's auditor since 1987, a tenure of approximately 39 years that substantially exceeds the 25-year threshold in our policy; the proxy does not provide a specific and compelling rationale for continued engagement sufficient to override this trigger, though the non-audit fee ratio of approximately 3% (non-audit fees of $122,000 against audit fees of $4,047,093) is well within acceptable limits.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Shareholder Proposal Requesting a Shareholder Right to Act by Written Consent
John Chevedden is a well-known individual governance activist with a long track record of submitting legitimate governance proposals at U.S. public companies — he is not an ideological filer, so his proposal is evaluated on its merits. The ask is a classic governance improvement: giving shareholders the ability to act by written consent with a majority vote rather than the current requirement of unanimous consent, which is effectively no right at all. The company's board opposition argument — that Virginia law requires raising the special meeting threshold above 30% if majority written consent is permitted — is a real legal constraint, but it does not eliminate the value of the proposal; shareholders can weigh whether they prefer the current 15% special meeting threshold or a majority written consent right, and the proposal properly surfaces that choice. Given that Dollar Tree's stock has underperformed its peers by 74 percentage points over three years and seven of ten board nominees are receiving AGAINST votes on this ballot due to that underperformance, a meaningful written consent right would give shareholders an additional accountability mechanism between annual meetings, making this proposal particularly timely.
Overall Assessment
Dollar Tree's 2026 annual meeting ballot is dominated by a significant director accountability question: seven of ten nominees are receiving AGAINST votes due to the company's stock losing 38% over three years while its disclosed peer group returned a median of +36.3%, a gap of 74 percentage points that far exceeds policy thresholds. The Say on Pay vote passes — CEO compensation is structured with strong variable pay mechanics and prior performance awards paid out at just 21% of target reflecting genuine underperformance — but KPMG's 39-year audit tenure triggers an AGAINST on auditor ratification, and the Chevedden written consent proposal earns a FOR vote as a timely governance check given the board's accountability concerns.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing