DOLLAR TREE, INC. | Right To Act By Written Consent at DOLLAR TREE, INC.

Status
Filed
Previous AGM date
Resolution details
Company ticker
DLTR
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Consumer Discretionary
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without any unnecessary restriction based on length of stock ownership or the method by which shareholders hold their shares). 
Supporting statement
This includes shareholder ability to initiate any appropriate topic for written consent. This includes that any associated request for a record date shall have the lowest allowable figure. This includes that written consent not include a solicitation clause mandating a certain percent of shares be solicited unless legally required. Shareholders acting by written consent and calling for a special shareholder meeting are 2 means that shareholders of a company can use to put forth a proposal on a timely basis without waiting for the annual shareholder meeting. A shareholder right to act by written consent could incentivize Dollar Tree (DLTR) directors to be more vigilant and more alert to face future headwinds like those that emerged in 2025: DLTR experienced its first decline in store traffic since 2022, with a slight negative traffic trend reported in Q3 2025. This suggests challenges in maintaining the core customer footfall. DLTR noted that middle-income customers are feeling increased pressure, similar to the lower-income households. These consumers are making smaller, more frequent trips and cutting back on discretionary purchases, which impacts sales volume and discretionary item performance. DLTR has been quietly raising prices on a handful of items throughout 2025, with some items increasing from $1.25 to $1.50. This strategy introduces the risk of alienating budget-conscious shoppers who expect consistent "dollar store" pricing. The shift to multiple price points is confusing for shoppers, leading to complaints and a feeling that the store is no longer a true "dollar store." DLTR reported a 160 basis point increase in its adjusted selling, general, and administrative (SG&A) expense rate, mainly due to higher store payroll and costs associated with re-stickering all the new multi-price items. Dollar Tree reported a negative free cash flow of $57 million for Q3 2025. Inventory management (shrink) remained a challenge, with rates higher than 2024, suggesting ongoing issues with loss prevention. The sale of the underperforming Family Dollar business (completed in July 2025) resulted in a significant net loss in Q4 2024 and highlighted the massive failure of the prior acquisition. The sale generated only $1 Billion, a small fraction of the original $8.5 billion purchase price.

DISCLAIMER: By including a shareholder resolution or management proposal in this database, neither the PRI nor the sponsor of the resolution or proposal is seeking authority to act as proxy for any shareholder; shareholders should vote their proxies in accordance with their own policies and requirements.

Any voting recommendations set forth in the descriptions of the resolutions and management proposals included in this database are made by the sponsors of those resolutions and proposals, and do not represent the views of the PRI.

Information on the shareholder resolutions, management proposals and votes in this database have been obtained from sources that are believed to be reliable, but the PRI does not represent that it is accurate, complete, or up-to-date, including information relating to resolutions and management proposals, other signatories’ vote pre-declarations (including voting rationales), or the current status of a resolution or proposal. You should consult companies’ proxy statements for complete information on all matters to be voted on at a meeting.