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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Dollar Tree Inc | NASDAQ:DLTR | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.95 | 0.79% | 120.73 | 117.37 | 120.91 | 121.27 | 119.95 | 120.13 | 1,471,111 | 01:00:00 |
UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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x
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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DOLLAR TREE, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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ý
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No fee required.
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o
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary materials.
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o
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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To elect eleven director nominees to the Company’s Board of Directors as identified in the attached proxy statement, each to serve as a director for a one-year term;
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To approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers;
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To recommend, by a non-binding advisory vote, the frequency of future advisory votes on executive compensation;
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To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year 2017;
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To act upon any other business that may properly come before the meeting.
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By Order of the Board of Directors
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WILLIAM A. OLD, JR.
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Corporate Secretary
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Chesapeake, Virginia
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May 5, 2017
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Page
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View our proxy materials for the annual meeting, including this proxy statement and the Dollar Tree 2016 Annual Report, on the Internet and vote; and
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Instruct us to send proxy materials to you by mail or email.
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To vote in person, we will give you a ballot to vote your shares when you arrive at the meeting.
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To vote using the proxy card (if you request a paper copy), simply complete, sign, date and return it promptly in the envelope provided.
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To vote by Internet, go to www.investorvote.com/DLTR and follow the steps outlined on the secured website.
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To vote by telephone, dial toll free, 1-800-652-VOTE (8683) within the USA, US territories and Canada any time on a touch tone telephone. Follow the instructions provided by the recorded message.
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If you vote your shares more than one time by any method, your shares will be voted in accordance with the vote that is received on the latest date.
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Internet
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Telephone
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Mail
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www.investorvote.com/DLTR
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1-800-652-VOTE (8683)
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Cast your ballot, sign your proxy card
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Vote 24/7
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and send by pre-paid mail
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Visit www.investorvote.com/DLTR
You will need the 15 digit number included in your proxy card or notice.
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Call 1-800-652-VOTE (8683) or the number on your voter instruction form.
You will need the 15 digit number included in your proxy card or notice. |
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Send your completed and signed proxy card to the address on your proxy card.
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To vote by mail, simply complete, sign, date and return the voter instruction form promptly in the envelope provided.
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To vote by Internet, go to www.proxyvote.com and follow the steps outlined on the secured website.
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To vote by telephone, dial toll free, 1-800-454-VOTE (8683) (please note that beneficial shareholders may receive a different number based on their broker).
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If you vote your shares more than one time by any method, your shares will be voted in accordance with the vote that is received on the latest date.
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Internet
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Telephone
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Mail
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www.proxyvote.com
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1-800-454-VOTE (8683)
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Cast your ballot, sign your voter instruction form
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Vote 24/7
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and send by pre-paid mail
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Visit www.proxyvote.com
You will need the control number included in your voter instruction form or notice.
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Call 1-800-454-VOTE (8683) or the number on your voter instruction form.
You will need the control number included in your voter instruction form or notice. |
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Send your completed and signed voter instruction form to the address on your voter instruction form.
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PLEASE VOTE
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BOARD
RECOMMENDATION
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1
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The eleven director nominees for the Board of Directors
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For Each Nominee
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2
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Approval, on an advisory basis, of the compensation of our Named Executive Officers
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For
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3
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Recommend, on an advisory basis, the frequency of "EVERY YEAR" for future advisory votes on executive compensation
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For
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4
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Ratification of the selection of KPMG LLP as our independent registered accounting firm for the fiscal year 2017
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For
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NOMINEES
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ARNOLD S. BARRON
Private Investor; corporate director
Chairman of the
Compensation Committee
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Mr. Barron, age 69, was the Senior Executive Vice President, Group President of The TJX Companies, Inc. from 2004 until his retirement in January 2009. His employment with The TJX Companies began in 1979. He held the positions of Executive Vice President, Chief Operating Officer, The Marmaxx Group (2000-2004), Senior Vice President, Group Executive, TJX (1996-2000), Senior Vice President, General Merchandising Manager, T.J. Maxx (1993-1996). From 1979 to 1993, he held several other executive positions within The TJX Companies, Inc.
With more than thirty years of experience in senior management, operations and retail merchandising in the U.S., Canada and Europe, Mr. Barron brings a tremendous combination of skills and experience spanning areas key to our business.
Mr. Barron became a director of Dollar Tree in March 2008. He previously served on the Board of rue21, inc. from 2009 through 2013.
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GREGORY M. BRIDGEFORD
Private investor; corporate
director
Member of the Compensation
Committee
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Mr. Bridgeford, age 62, served as the Chief Customer Officer of Lowe’s Companies, Inc. from 2012 to 2014 until his retirement. His employment with Lowe’s began in 1982 where he held various senior level positions, including Executive Vice President of Business Development (2004-2012), Senior Vice President of Business Development (1999-2004), Senior Vice President of Marketing (1998-1999), Senior Vice President and General Merchandising Manager (1994-1998), Vice President of Merchandising (1989-1994), Vice President of Corporate Development (1986 - 1989), and Director of Corporate Development (1982-1986).
Mr. Bridgeford brings to our Board more than thirty years of experience in the areas of customer experience, merchandising, marketing, advertising and communications, strategic planning and business process improvement.
Mr. Bridgeford became a director of Dollar Tree in May 2016.
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MACON F. BROCK, JR.
Non-Executive Chairman
Dollar Tree, Inc.
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Mr. Brock, age 75, has been Chairman of the Board since 2001 and a director since 1986. He served as the Chief Executive Officer from 1993 to 2003. From 1986, when he co-founded Dollar Tree, until 2001, he served as President. Until 1991, he was an officer and director of K&K Toys, Inc. Mr. Brock earned his B.A. from Randolph-Macon College and served as a Captain in the U.S. Marine Corps. He is a past Chairman of Randolph-Macon College.
As the company’s co-founder, Chairman of the Board and former Chief Executive Officer, Mr. Brock brings to our Board an intimate knowledge of our business coupled with experience in strategic business development, store operations, logistics, procurement, risk management, sales, marketing and other matters. His service on the Board also ensures that the Company’s unique culture and historical commitment to the core values of its customers is preserved.
Mr. Brock has served on our Board since 1986. He previously served on the Board of Lumber Liquidators, Inc. from 2007 to 2016. He served on the Board of rue21, inc. from 2010 through 2013 and he served on the Board of Landmark Communications from 2004 through 2009.
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MARY ANNE CITRINO
Senior Advisor,
Corporate Advisory Services
The Blackstone Group
Member of the Audit
Committee; Member of the
Nominating and Corporate
Governance Committee
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Ms. Citrino, age 58, has been a Senior Advisor at The Blackstone Group, a global investment firm, since 2015. She served as a Senior Managing Director at Blackstone since 2004. Previously, Ms. Citrino was employed at Morgan Stanley for over twenty years. During her years there, she served as the Global Head of Consumer Products Investment Banking, Co-Head of Health Care Services Investment Banking, and a Mergers and Acquisitions Analyst.
With more than thirty years of experience in investment banking, extensive experience in mergers and acquisitions, together with her competence in critical financial analysis and successful record in a variety of business dealings, Ms. Citrino brings essential skills and a unique perspective to the Board.
Ms. Citrino was appointed as a director of Dollar Tree in 2005. She serves on the Boards of Hewlett Packard, Inc., Royal Ahold Delhaize and Alcoa Corporation. She previously served on the Board of Health Net, Inc. from 2009 to 2016.
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THOMAS A. SAUNDERS III
President, Ivor & Co., LLC
Lead Independent Director;
Chairman of the Nominating
and Corporate Governance
Committee
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Mr. Saunders, age 80, has been the President of Ivor & Co., LLC, a private investment company, since 2000. He was a founder of Saunders Karp & Megrue Partners, L.L.C., (“SKM”) which controlled the SK Equity Fund, L.P., once a major investor in Dollar Tree. SKM merged with Apax Partners in 2005. Before founding SKM in 1990, he was a Managing Director of Morgan Stanley & Co. from 1974 to 1989. Mr. Saunders is the recipient of the 2008 National Humanities Medal and a recipient of the highest awards bestowed by the Marine Corps University Foundation, the New-York Historical Society, the Virginia Military Institute and the Darden Graduate School of Business at the University of Virginia.
Mr. Saunders brings to the Board valuable financial expertise, including extensive experience in investment banking and a solid understanding of the capital markets. As a company director for twenty-four years and lead independent director for the past ten years, Mr. Saunders also brings to the Board critical leadership skills and a deep understanding of our business.
Mr. Saunders has been a Dollar Tree director since 1993. He previously served on the Board of Hibbett Sports, Inc. from 1995 to 2016 and served on the Board of Teavana Holdings, Inc. from 2011 to 2012.
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THOMAS E. WHIDDON
Private investor; corporate
director
Chairman of the Audit
Committee
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Mr. Whiddon, age 64, from 2004 to 2013 was an Advisory Director of Berkshire Partners, LLC (a private equity firm), and as such, served in interim executive operating roles for various Berkshire portfolio companies from 2004 to 2006. Previously, he was Executive Vice President of Lowe’s Companies, Inc. from 1996 until his retirement in 2003. During this time, he served as Executive Vice President of Logistics and Technology from 2000 to 2003 and Executive Vice President, Chief Financial Officer from 1996 to 2000. Prior to his tenure at Lowe’s, he served as the Chief Financial Officer and Treasurer of Zale Corporation from 1994 to 1996. From 1986 to 1993, he served as the Treasurer of Eckerd Corporation.
Having served as Chief Financial Officer and Treasurer of successful large public retail companies, coupled with his many years of experience in public accounting, Mr. Whiddon brings to our Board extensive financial expertise. In addition, our Board has determined that Mr. Whiddon qualifies as an Audit Committee financial expert. His service on the Board and a number of Committees of Carter’s Inc. and Sonoco Products Company, Inc. further enhances his contributions to our Board. He also brings a fresh perspective to Dollar Tree’s logistics and technology focus.
Mr. Whiddon has been a member of our Board since 2003. He currently serves as a director of Sonoco Products Company, Inc. and Carter’s Inc.
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the candidate’s ability to help the Board create shareholder value,
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the candidate’s ability to represent the interests of shareholders,
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the business judgment, experience and acumen of the candidate,
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the need of the Board for directors having certain skills and experience,
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other business and professional commitments of the candidate,
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the number of other boards on which the candidate serves, including public and private company boards, and
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retail experience.
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the name and address of record of the shareholder who intends to make the nomination;
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a representation that the shareholder is a shareholder of record of our company’s capital stock and intends to appear in person or by proxy at such meeting to nominate the person or persons specified in the notice;
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the class and number of shares of our capital stock beneficially owned by the shareholder; and
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a description of all arrangements or understandings between such shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such shareholder.
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the name, age, business address and, if known, residence address, of the nominee;
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his or her principal occupation or employment;
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the class and number of shares of our capital stock beneficially owned by such person;
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any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors or is otherwise required by the rules and regulations of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934, as amended; and
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the written consent of such person to be named in the proxy statement as a nominee and to serve as a director if elected.
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Name
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Fees Earned
or
Paid in Cash
($)
(1)
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Stock Awards
($)
(2)
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All Other
Compensation
($)
(3)
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Total
($)
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Arnold S. Barron
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$
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210,000
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$
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75,000
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$
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—
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$
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285,000
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Gregory M. Bridgeford
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174,442
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75,000
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—
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249,442
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Macon F. Brock, Jr.
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—
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550,000
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86,254
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636,254
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Mary Anne Citrino
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210,000
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75,000
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—
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285,000
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H. Ray Compton
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197,500
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75,000
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30,000
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302,500
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Conrad M. Hall
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215,000
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75,000
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—
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290,000
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Howard R. Levine
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45,000
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—
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—
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45,000
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Lemuel E. Lewis
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200,000
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75,000
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—
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275,000
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J. Douglas Perry
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45,000
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—
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30,000
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75,000
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Thomas A. Saunders III
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233,750
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75,000
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—
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308,750
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Thomas E. Whiddon
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210,000
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75,000
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—
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285,000
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Carl P. Zeithaml
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195,000
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75,000
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—
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270,000
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(1)
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This column shows amounts earned for retainers and fees, including fees paid for service on standing and ad hoc committees, not reduced for deferrals. This column also includes director fees paid to Mr. Levine, who resigned from the Board on April 19, 2016. This column also includes director fees paid to Mr. Perry, who did not stand for re-election when his term expired in June 2016.
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(2)
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This column includes the grant date fair market value in the amount of $550,000 for 6,874 service-based restricted stock units granted on March 18, 2016 to Mr. Brock for his services as Chairman. This column also includes the grant date fair value of shares granted to non-employee directors on July 1, 2016. The number of shares were determined by dividing the value of the equity award by the Company's closing share price of $93.78 on the date of grant, resulting in 799 shares of common stock for each of the non-employee directors.
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(3)
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This column includes post-retirement benefits paid to each Mr. Compton and Mr. Perry, as more fully described in the narrative accompanying this table. This column also includes Mr. Brock’s “all other compensation” that shows: perquisites in the amount of $86,254, of which includes a car allowance in the amount of $17,400, executive term life insurance in the amount of $9,890 and imputed income in the amount of $58,964 for personal use of the corporate aircraft.
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Name
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Amounts
Deferred in
2016
($)
(1)
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Shares
Underlying
Amounts
Deferred in
2016
(#)
(2)
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Total
Deferred
Shares (#)
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Options
Outstanding,
including Options
acquired through
Deferral of Fees (#)
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Total Shares
Underlying Options
and Deferred
Amounts (#)
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Arnold S. Barron
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$
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210,000
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2,535
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19,400
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—
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19,400
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Gregory M. Bridgeford
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170,003
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2,022
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2,022
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—
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2,022
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Mary Anne Citrino
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210,000
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2,535
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60,867
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—
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60,867
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H. Ray Compton
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—
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—
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—
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—
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—
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Conrad M. Hall
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215,000
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2,596
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21,454
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—
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21,454
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Howard R. Levine
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—
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—
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—
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—
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—
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Lemuel E. Lewis
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200,000
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2,415
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47,202
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—
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47,202
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J. Douglas Perry
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—
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—
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1,671
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—
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1,671
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Thomas A. Saunders III
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233,750
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8,552
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—
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89,574
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89,574
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Thomas E. Whiddon
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—
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—
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—
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—
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—
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Carl P. Zeithaml
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117,000
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1,412
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23,108
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—
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23,108
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(1)
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This column shows the dollar amount of retainers and fees deferred in 2016 under the DDCP. Directors may choose to defer a portion or all of their fees into a deferred cash account, common stock equivalents (which we call “deferred shares”) or options, as more fully described in the narrative in this section. In 2016, we credited $250 to Mr. Perry's cash account (to which he did not contribute in 2016). Mr. Perry's service on the Board ended in June 2016.
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(2)
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Shares in this column represent deferred shares and in the case of Mr. Saunders, deferral into options. Compensation expense related to these options, valued by the same method as that used for option grants to employees, is recorded upon grant; $334,459 was recorded in 2016.
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•
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reviewing management’s assessment of our internal control over the financial reporting process;
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reviewing results of internal control testing related to Section 404 of the Sarbanes-Oxley Act of 2002;
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reviewing our quarterly and annual financial statements;
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•
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reviewing the audit efforts of our independent auditors and internal audit department;
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•
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reviewing related party transactions; and
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selecting the independent auditors and any independent counsel or other advisers it deems necessary.
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met with management and the head of our internal audit department to discuss the company’s risk management, control, and governance processes;
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•
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discussed with counsel our compliance with NASDAQ listing requirements and other securities regulations;
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met with management and KPMG LLP, our independent registered public accounting firm, to review and discuss the quarterly and annual financial statements of the company for the fiscal year ended January 28, 2017;
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discussed with KPMG LLP the matters required by Public Company Accounting Oversight Board Auditing Standard No. 1301 (Communications with Audit Committees);
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discussed with KPMG LLP the quality, not just the acceptability, of our accounting principles;
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received from KPMG LLP written disclosures and the letter regarding its independence as required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountants’ communications with the Audit Committee concerning independence;
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reviewed and approved KPMG LLP’s fees for audit, audit-related and tax services; and
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•
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discussed with KPMG LLP any relationships that may impact their objectivity and independence.
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Mary Anne Citrino
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Conrad M. Hall
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Lemuel E. Lewis
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Thomas E. Whiddon
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•
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overseeing our compensation and benefit practices;
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•
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establishing the compensation arrangements for our executive officers;
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•
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administering our executive compensation plans and Employee Stock Purchase Plan;
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•
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administering and considering awards under our stock- and equity-based compensation plans; and
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•
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reviewing annually executives’ stock ownership levels to ensure compliance with the Company’s executive ownership policy.
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•
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recommend candidates to be nominated by the Board, including the re-nomination of any currently serving director, to be placed on the ballot for shareholders to consider at the annual shareholders meeting;
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•
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if the Chairman of the Board is not independent, recommend an independent director to be considered by the Board to be appointed as Lead Director;
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•
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recommend nominees to be appointed by the Board to fill interim director vacancies;
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•
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review periodically the membership and Chair of each committee of the board and recommend committee assignments to the board, including rotation or reassignment of any Chair or committee member;
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•
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monitor significant developments in the regulation and practice of corporate governance and of the duties and responsibilities of each director;
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•
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lead the Board in its biennial performance evaluation;
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•
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evaluate and administer our Corporate Governance Guidelines and recommend changes to the Board;
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•
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review our governance structure;
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•
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recommend policies for compensation and equity ownership guidelines for Board members who are not executive officers, as well as expense reimbursement policies;
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•
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review annually the directors’ stock ownership levels to ensure compliance with our director target ownership policy;
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•
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monitor annually the education of Board members on matters related to their service on the Board; and
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•
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advise the Board on its composition, committees, structure, practices and self-evaluation.
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Arnold S. Barron
|
Gregory M. Bridgeford
|
Conrad M. Hall
|
Carl P. Zeithaml
|
•
|
The Company’s consolidated net sales increased 33.7% to $20.72 billion from $15.50 billion in the prior year. The $5.22 billion increase was the result of $4.42 billion in incremental net sales from the acquired Family Dollar stores, sales from new Dollar Tree stores, and a 1.8% same-store sales increase;
|
•
|
Gross profit increased by $1.74 billion or 37.3%, to $6.39 billion from $4.66 billion in the prior year;
|
•
|
Selling, general and administrative expenses were 22.6% of sales compared to 23.3% of sales in the prior year; and
|
•
|
Net income increased $613.8 million, to $896.2 million, compared to the prior year, resulting in net income of $3.78 per diluted share.
|
•
|
The Compensation Committee approved base salary increases and cash bonus payouts for our named executive officers;
|
•
|
The Compensation Committee approved long-term equity incentive awards in the form of performance-based restricted stock units to each of our named executive officers during the spring of 2016;
|
•
|
The Compensation Committee approved target award values for each of our named executive officers under the Company’s three-year long-term performance plan made available under the Company’s Omnibus Incentive Plan;
|
•
|
align executive pay with shareholders’ interests;
|
•
|
provide executive pay that is competitive among our peer group;
|
•
|
recognize individual initiative and achievements;
|
•
|
attract, motivate and retain highly qualified executives; and
|
•
|
unite the executive management team to a common objective.
|
•
|
Tie a substantial portion of executive compensation to Company performance;
|
•
|
Provide capped annual and long-term incentive awards;
|
•
|
Provide modest perquisites with sound business rationale;
|
•
|
Maintain retention agreements with our named executive officers that require a “double trigger” change in control in order for severance benefits to become payable;
|
•
|
Maintain stock ownership requirements that align the interests of our executives with those of our shareholders;
|
•
|
Prohibit hedging and short sales by executive officers and directors;
|
•
|
Conduct an annual risk assessment of our compensation policies and practices; and
|
•
|
Conduct an annual shareholder advisory vote on executive compensation.
|
•
|
our financial and operating performance, measured by attainment of specific strategic objectives and operating results;
|
•
|
the duties, responsibilities and performance of each executive officer, including the achievement of identified goals for the year as they pertain to the areas of our operations for which the executive is personally responsible and accountable; and
|
•
|
historical cash and equity compensation levels.
|
l
|
Bed Bath & Beyond, Inc.
|
|
l
|
McDonalds Corporation
|
|
l
|
Best Buy Co. Inc.
|
|
l
|
Nordstrom, Inc.
|
|
l
|
CarMax, Inc.
|
|
l
|
Rite Aid Corporation
|
|
l
|
Dollar General Corporation
|
|
l
|
Ross Stores, Inc.
|
|
l
|
Gap, Inc.
|
|
l
|
Staples, Inc.
|
|
l
|
Genuine Parts Company
|
|
l
|
Starbucks Corporation
|
|
l
|
Kohl’s Corporation
|
|
l
|
Sysco Corporation
|
|
l
|
L Brands, Inc.
|
|
l
|
TJX Companies, Inc.
|
|
l
|
Lowe’s Companies, Inc.
|
|
l
|
YUM! Brands, Inc.
|
|
l
|
Macy’s Inc.
|
|
|
|
|
% of Corporate
Performance
Target Attained
|
|
Portion of
Executive’s
Corporate
Performance
Bonus Deemed
Earned
|
|
Corporate
Performance
Component
as a percent of
salary (CEO)
(140% target)
(1)
|
|
Corporate
Performance
Component as a
percent of salary
(President and COO, Family Dollar)
(100% target)
(1)
|
|
Corporate
Performance
Component as a
percent of salary
(Enterprise President)
(90% target)
(1)
|
|
Corporate
Performance
Component
as a percent of
salary (other
executives)
(70% target)
(1)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Below 85.0%
|
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
85.0%
|
|
25.00
|
%
|
|
29.75
|
%
|
|
21.25
|
%
|
|
19.13
|
%
|
|
14.88
|
%
|
90.0%
|
|
50.00
|
%
|
|
59.50
|
%
|
|
42.50
|
%
|
|
38.25
|
%
|
|
29.75
|
%
|
95.0%
|
|
75.00
|
%
|
|
89.25
|
%
|
|
63.75
|
%
|
|
57.38
|
%
|
|
44.63
|
%
|
100.0%
|
|
100.00
|
%
|
|
119.00
|
%
|
|
85.00
|
%
|
|
76.50
|
%
|
|
59.50
|
%
|
105.0%
|
|
137.50
|
%
|
|
163.63
|
%
|
|
116.88
|
%
|
|
105.19
|
%
|
|
81.81
|
%
|
110.0%
|
|
175.00
|
%
|
|
208.25
|
%
|
|
148.75
|
%
|
|
133.88
|
%
|
|
104.13
|
%
|
115.0% or above
|
|
212.50
|
%
|
|
252.88
|
%
|
|
180.63
|
%
|
|
162.56
|
%
|
|
126.44
|
%
|
|
(1)
|
Represents the corporate performance component of 85% multiplied by the level of bonus deemed earned multiplied by the target bonus level.
|
Name and Principal
Position
|
Year
|
Salary
($)
(1)
|
Bonus
($)
(2)
|
Stock
Awards
($)
(3)
|
Option
Awards
($)
(4)
|
Non-Equity
Incentive Plan Compensation ($) (1)(5) |
All Other
Compensation
($)
(6)
|
Total
($)
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
Bob Sasser
|
2016
|
$
|
1,680,769
|
|
—
|
|
$
|
6,499,865
|
|
$
|
—
|
|
$
|
2,288,489
|
|
$
|
112,915
|
|
$
|
10,582,038
|
|
Chief Executive
|
2015
|
1,585,577
|
|
—
|
|
5,803,264
|
|
—
|
|
2,080,320
|
|
60,549
|
|
9,529,710
|
|
||||||
Officer
|
2014
|
1,505,769
|
|
—
|
|
4,104,531
|
|
—
|
|
2,140,773
|
|
63,415
|
|
7,814,488
|
|
||||||
Kevin Wampler
|
2016
|
690,385
|
|
—
|
|
1,449,802
|
|
—
|
|
661,667
|
|
53,126
|
|
2,854,980
|
|
||||||
Chief Financial
|
2015
|
635,577
|
|
—
|
|
1,695,764
|
|
—
|
|
617,121
|
|
51,452
|
|
2,999,914
|
|
||||||
Officer
|
2014
|
570,192
|
|
—
|
|
1,249,783
|
|
—
|
|
628,654
|
|
54,481
|
|
2,503,110
|
|
||||||
Gary Philbin
|
2016
|
1,121,154
|
|
—
|
|
7,314,789
|
|
—
|
|
1,165,777
|
|
59,185
|
|
9,660,905
|
|
||||||
Enterprise President
|
2015
|
971,154
|
|
—
|
|
2,438,906
|
|
—
|
|
1,258,725
|
|
56,568
|
|
4,725,353
|
|
||||||
|
2014
|
830,769
|
|
—
|
|
1,780,806
|
|
—
|
|
1,000,652
|
|
57,302
|
|
3,669,529
|
|
||||||
Duncan Mac Naughton
|
2016
|
61,538
|
|
500,000
|
|
999,971
|
|
3,999,980
|
|
1,000,000
|
|
1,004
|
|
6,562,493
|
|
||||||
President and Chief Operating Officer
|
2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Family Dollar Stores
|
2014
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Robert H. Rudman
|
2016
|
740,385
|
|
—
|
|
1,499,895
|
|
—
|
|
725,627
|
|
68,723
|
|
3,034,630
|
|
||||||
Chief Merchandising
|
2015
|
692,307
|
|
—
|
|
1,726,563
|
|
—
|
|
645,165
|
|
61,647
|
|
3,125,682
|
|
||||||
Officer
|
2014
|
656,154
|
|
—
|
|
1,357,425
|
|
—
|
|
682,642
|
|
59,269
|
|
2,755,490
|
|
|
(1)
|
Executives may defer up to 50% of their salaries and up to 100% of their annual incentive bonus under Dollar Tree’s Non-Qualified Deferred Compensation Plan. Beginning December 31, 2016, Dollar Tree's Non-Qualified Deferred Compensation Plan was frozen for contributions earned after calendar year 2016. All contributions earned on or after January 1, 2017 were allocated to the Family Dollar Compensation Plan. Under Family Dollar’s Non-Qualified Deferred Compensation Plan, executives may defer 50% of their base salary and up to 75% of their bonus payments,
|
(2)
|
This column includes a signing bonus paid to Duncan Mac Naughton in 2016 connection with his employment offer. This bonus payment is subject to repayment in whole or in part if Mr. Mac Naughton leaves the Company within two years of such payment.
|
(3)
|
Pursuant to SEC rules, this column represents the aggregate grant date fair value during the last three fiscal years of restricted stock units (RSU) and performance-based restricted stock units computed in accordance with FASB ASC Topic 718 related to the annual spring grant (RSU awards), and grants made under the three-year long-term performance program (“LTPP”). The Compensation Committee determined that the LTPP awards would be made 50% in cash and 50% in performance-based restricted stock units. We are required to report the equity portion of the award at the beginning of the LTPP cycle even though, should it be earned, it will not be paid until the end of the cycle. The cash portion of the LTPP award is not reported until earned at the end of the cycle. Both the cash and equity portions of the LTPP award are earned only if performance conditions are met and the final payment amount, if any, will range from 0% to 200% of the stated target. The amounts shown in this column assume performance at target. Fair value for the RSU awards is calculated using the closing price of our stock on the date of grant. In the event the highest level of performance is achieved, the aggregate grant date fair value for the fiscal year 2016 awards would be as follows: $6,999,830 for Bob Sasser, $1,799,730 for Kevin Wampler, $7,814,754 for Gary Philbin, $4,999,952 for Duncan Mac Naughton and $1,799,890 for Robert H. Rudman.
|
(4)
|
Pursuant to SEC rules, this column represents the aggregate grant date fair value during the last three fiscal years of stock options computed in accordance with FASB ASC Topic 718, as determined based on the Black-Scholes Valuation Model and using the following assumptions:
|
Pricing Term in Years
|
6.50
|
Risk Free Interest Rate
|
2.09%
|
Expected Volatility
|
24.51%
|
Annual Dividend Yield
|
0%
|
Option Value
|
22.10
|
(5)
|
The amounts in this column represent the annual bonus that we pay under our Management Incentive Compensation Plan (“MICP”) and the cash bonus that we pay under our Long-Term Performance Plan (“LTPP”) for awards conditioned upon achieving a three-year performance goal, as discussed in the Compensation Discussion and Analysis section. The amounts listed were earned in the years shown, but paid after the end of the fiscal year, upon approval by the Compensation Committee. The amounts paid under the MICP to Messrs. Sasser, Wampler, Philbin, Rudman, and Mac Naughton were $1,902,929, $386,267, $835,297, $450,227, and $1,000,000, respectively. Cash bonuses paid under the 2014 LTPP to Messrs. Sasser, Wampler, Philbin, and Rudman were $385,560, $275,400 $330,480, and $275,400, respectively.
|
(6)
|
“All Other Compensation” includes the amounts paid to named executives shown in the following table. Perquisites include car allowances related to travel, financial and tax planning, executive physicals, executive term life insurance, relocation and imputed income related to personal use of the corporate aircraft, none of which individually exceeded $25,000 in either 2016, 2015, or 2014, except the $45,248 value of Mr. Sasser's personal use of the corporate aircraft in 2016 which was imputed to him as personal income. Effective in March 2009, the company discontinued tax gross-ups on all perquisites, except for business-related relocation expenses. Car allowance is intended to compensate executives for the use of their personal vehicles in conducting company business. However, as we do not require our executives to account for their business or personal use, we include the entire amounts in our disclosures. Pursuant to our new corporate aircraft policy approved by the Board of Directors to be effective on January 1, 2016, Mr. Sasser, Mr. Brock, Mr. Philbin, are permitted use Dollar Tree’s aircraft for non-business purposes for up to 80 hours each per fiscal year. In exceptional circumstances, they may, in their discretion offer available seating to others. The Company, in turn, will impute incremental costs to Mr. Sasser, Mr. Brock and Mr. Philbin the value of such personal use as taxable income. This value shall be determined under the Standard Industry Fare Level formula (or other method) approved by the Internal Revenue Service. In December 2016, the Board approved a one-time modification to increase the personal use of the corporate aircraft by the Chairman from 80 hours to 100 hours for fiscal year 2016 only. The value of such personal use will be imputed as taxable income. The Chairman's personal use will revert to the 80 hour limit in succeeding fiscal years. In December 2016, Mr. Mac Naughton was authorized to use the aircraft for personal use for up to 35 hours per fiscal year, the value of which shall be treated as imputed income.
|
NEO
|
|
Perquisites
|
|
Profit Sharing &
401k Match
|
|
Total
|
||||||
|
|
|
|
|
|
|
||||||
Bob Sasser
|
|
$
|
82,726
|
|
|
$
|
30,189
|
|
|
$
|
112,915
|
|
Kevin Wampler
|
|
23,125
|
|
|
30,001
|
|
|
53,126
|
|
|||
Gary Philbin
|
|
29,904
|
|
|
29,281
|
|
|
$
|
59,185
|
|
||
Duncan Mac Naughton
|
|
1,004
|
|
|
—
|
|
|
1,004
|
|
|||
Robert H. Rudman
|
|
38,688
|
|
|
30,035
|
|
|
$
|
68,723
|
|
|
|
Compensation
Committee
|
Estimated Future Payouts
Under Non-Equity Incentive Plans |
Estimated Future Payouts
Under Equity Incentive
Plans
|
All Other
Stock
Awards:
Number
of Shares of Stock
|
All Other
Option
Awards:
Number of
Securities
Underlying
|
Exercise
or Base
Price of
Option
|
Grant Date
Fair Value
of Stock
and Option
|
|||||||||||||||||||||
Name
|
Grant
Date
|
Action
Date
(1)
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
or Units
(#)
|
Options
(#)
|
Awards
($/Sh)
|
Awards
($)
(6)
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Bob Sasser
|
—
|
|
(2)
|
|
$
|
505,750
|
|
$
|
2,380,000
|
|
$
|
4,655,875
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
—
|
|
(3)
|
|
125,000
|
|
500,000
|
|
1,000,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
3/18/2016
|
|
3/9/2016
|
|
—
|
|
—
|
|
—
|
|
—
|
|
74,980
(4)
|
|
74,980
(4)
|
|
—
|
|
—
|
|
—
|
|
5,999,900
|
|
|||||
|
3/18/2016
|
|
3/9/2016
|
|
—
|
|
—
|
|
—
|
|
1,562
(5)
|
|
6,248
(5)
|
|
12,496
(5)
|
|
—
|
|
—
|
|
—
|
|
499,965
|
|
|||||
Kevin Wampler
|
—
|
|
(2)
|
|
104,125
|
|
490,000
|
|
958,563
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
—
|
|
(3)
|
|
87,500
|
|
350,000
|
|
700,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
3/18/2016
|
|
3/9/2016
|
|
—
|
|
—
|
|
—
|
|
—
|
|
13,745
(4)
|
|
13,745
(4)
|
|
—
|
|
—
|
|
—
|
|
1,099,875
|
|
|||||
|
3/18/2016
|
|
3/9/2016
|
|
—
|
|
—
|
|
—
|
|
1,093
(5)
|
|
4,373
(5)
|
|
8,746
(5)
|
|
|
|
|
349,927
|
|
||||||||
Gary Philbin
|
—
|
|
(2)
|
|
219,938
|
|
1,035,000
|
|
2,024,719
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
—
|
|
(3)
|
|
125,000
|
|
500,000
|
|
1,000,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
3/18/2016
|
|
3/9/2016
|
|
—
|
|
—
|
|
—
|
|
—
|
|
22,680
(4)
|
|
22,680
(4)
|
|
—
|
|
—
|
|
—
|
|
1,814,854
|
|
|||||
|
3/18/2016
|
|
3/9/2016
|
|
—
|
|
—
|
|
—
|
|
1,562
(5)
|
|
6,248
(5)
|
|
12,496
(5)
|
|
|
|
|
499,965
|
|
||||||||
|
3/18/2016
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
62,484
(4)
|
|
62,484
(4)
|
|
—
|
|
—
|
|
—
|
|
4,999,970
|
|
||||||
Duncan Mac Naughton
|
—
|
|
(7)
|
|
—
|
|
1,000,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
1/27/2017
|
|
12/11/2016
|
|
—
|
|
—
|
|
—
|
|
—
|
|
13,504
(7)
|
|
13,504
(7)
|
|
—
|
|
—
|
|
—
|
|
999,971
|
|
|||||
|
1/27/2017
|
|
12/11/2016
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
180,991
(7)
|
|
74.05
(7)
|
|
3,999,980
|
|
|||||
Robert H. Rudman
|
—
|
|
(2)
|
|
111,563
|
|
525,000
|
|
1,027,031
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
—
|
|
(3)
|
|
75,000
|
|
300,000
|
|
600,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
3/18/2016
|
|
3/9/2016
|
|
—
|
|
—
|
|
—
|
|
—
|
|
14,995
(4)
|
|
14,995
(4)
|
|
—
|
|
—
|
|
—
|
|
1,199,900
|
|
|||||
|
3/18/2016
|
|
3/9/2016
|
|
—
|
|
—
|
|
—
|
|
937
(5)
|
|
3,749
(5)
|
|
7,498
(5)
|
|
—
|
|
—
|
|
—
|
|
299,995
|
|
|
(1)
|
The date of grant for the relevant award is established by the Compensation Committee during a regularly scheduled meeting or by written consent.
|
(2)
|
Our Management Incentive Compensation Plan (MICP) is considered a “non-equity incentive plan.” MICP targets are established by the Compensation Committee early in the fiscal year and amounts payable are determined and paid in the following year, when annual results are available, upon approval by the Compensation Committee. For 2016, bonuses were targeted at 140% of salary for the CEO, 90% for the Enterprise President who served as President and COO through December 2016, 100% of salary for the newly appointed President and COO and 70% for other Named Executive Officers, with corporate performance representing 85% of the goal. Earned amounts, to the extent not otherwise deferred under our Non-Qualified Deferred Compensation Plan, are paid after the end of the relevant fiscal year. See “Annual Bonus Incentives” in our Compensation Discussion and Analysis for a detailed discussion of our MICP.
|
(3)
|
Pursuant to our Long-Term Performance Plan (LTPP), the Compensation Committee approved three-year performance-based total target award values for each of our Named Executive Officers and the award was divided equally between a performance bonus and restricted stock units. The amounts included in this row represent the fifty percent (50%) granted as a performance bonus. The percentage of the target performance bonus earned will be based on the level at which the Company achieves its three year cumulative performance goal for the performance period from January 31, 2016 to February 2, 2019. The amount of payment, if earned, will range from 0% to 200% of stated target and will be paid in 2019, when the achievement level is available and certified by the Committee.
|
(4)
|
Represents awards of performance-based restricted stock units that will vest in approximately three equal installments over three years only upon the certification by the Compensation Committee that the company achieved its fiscal 2016 performance target goal and upon the executives remaining with the company through the vesting dates. The award of 62,484 performance-based restricted stock units to Mr. Philbin on March 18, 2016 will cliff vest 100% in 2021, on the fifth anniversary of the grant date, only upon certification by the Compensation Committee that Mr. Philbin has satisfied the three-year performance criteria and Mr. Philbin remaining continuously employed with the Company through the vesting date.
|
(5)
|
Represents the performance-based equity portion of the award granted under the LTPP that is based on a three-year performance cycle beginning on January 31, 2016 through February 2, 2019 and will cliff vest in fiscal year 2019 only upon certification by the Compensation Committee that the company achieved its performance goal.
|
(6)
|
This column shows the full grant date fair value under FASB ASC Topic 718 of performance-based restricted stock units (PSUs), performance-based restricted stock units under the three-year LTPP and stock options that were granted in 2016. For the PSUs and the LTPP equity grant, fair value is calculated using the closing price of our stock on the grant date which was $80.02. For the stock options, fair value is calculated using the Black-Scholes value on the grant date of $22.10. Additional information regarding FASB ASC Topic 718 calculations related to these awards is included in footnote 9 of our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 28, 2017.
|
(7)
|
Pursuant to his offer of employment, Mr. Mac Naughton received 100% of his target payout under the MICP for 2016. The award of 13,504 performance-based restricted stock units awarded to Mr. Mac Naughton on January 27, 2017 will fully vest on the second anniversary of the grant date provided that the one-year performance criteria is achieved. The 180,991 stock options awarded to Mr. Mac Naughton on January 27, 2017 have a five-year vesting schedule and will vest in 25% increments on the second, third, fourth and fifth anniversaries of the grant date. The exercise price for the stock options is $74.05, which is the closing price on the date of grant.
|
|
|
Option Awards
(1)
|
|
Stock Awards
|
|||||||||||||||||||
Name
|
Award
Date
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity Incentive
Plan Awards:
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
|
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Bob Sasser
|
3/14/2008
|
64,002
|
|
—
|
|
—
|
|
$
|
8.91
|
|
3/14/2018
|
|
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
|
6/13/2012
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
187,740
(4)
|
|
13,902,147
|
|
—
|
|
—
|
|
|||
|
4/1/2014
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
25,410
(2)
|
|
1,881,610
|
|
—
|
|
—
|
|
|||
|
4/1/2014
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
6,670
(3)
|
|
493,913
|
|
|||
|
3/27/2015
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
41,850
(2)
|
|
3,098,992
|
|
—
|
|
—
|
|
||||
|
4/23/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
5,246
(3)
|
|
388,466
|
|
|||
|
3/18/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
74,980
(2)
|
|
5,552,269
|
|
|||
|
3/18/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
6,248
(3)
|
|
462,664
|
|
|||
Kevin
|
4/1/2014
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
6,352
(2)
|
|
470,365
|
|
—
|
|
—
|
|
|||
Wampler
|
4/1/2014
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
4,764
(3)
|
|
352,774
|
|
|||
|
3/27/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
8,974
(2)
|
|
664,524
|
|
—
|
|
—
|
|
|||
|
4/23/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
3,086
(3)
|
|
228,518
|
|
|||
|
3/18/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
13,745
(2)
|
|
1,017,817
|
|
|||
|
3/18/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
4,373
(3)
|
|
323,821
|
|
|
|
Option Awards
(1)
|
|
Stock Awards
|
|||||||||||||||||||
Name
|
Award
Date
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity Incentive
Plan Awards:
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
|
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
|
||||||||||||
Gary Philbin
|
4/1/2014
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
10,164
(2)
|
|
752,644
|
|
—
|
|
—
|
|
|||
|
4/1/2014
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
5,717
(3)
|
|
423,344
|
|
|||
|
3/27/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
14,684
(2)
|
|
1,087,350
|
|
—
|
|
—
|
|
|||
|
4/23/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
3,703
(3)
|
|
274,207
|
|
|||
|
3/18/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
22,680
(2)
|
|
1,679,454
|
|
|||
|
3/18/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
6,248
(3)
|
|
462,664
|
|
|||
|
3/18/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
62,484
(2)
|
|
4,626,940
|
|
|||
Duncan
|
1/27/2017
|
—
|
|
180,991
|
|
—
|
|
74.05
|
|
1/27/2027
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||
Mac Naughton
|
1/27/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
13,504
(5)
|
|
999,971
|
|
|||
Robert H.
|
4/1/2014
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
7,624
(2)
|
|
564,557
|
|
—
|
|
—
|
|
|||
Rudman
|
4/1/2014
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
4,764
(3)
|
|
352,774
|
|
|||
|
3/27/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
9,787
(2)
|
|
724,727
|
|
—
|
|
—
|
|
|||
|
4/23/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
3,086
(3)
|
|
228,518
|
|
|||
|
3/18/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
14,995
(2)
|
|
1,110,380
|
|
|||
|
3/18/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
3,749
(3)
|
|
277,613
|
|
|
(1)
|
The options awarded to Duncan Mac Naughton in 2016 will vest in 25% increments on the second, third, fourth and fifth anniversaries of the grant date, provided he remains continuously employed through the vesting dates. The options were awarded to Mr. Mac Naughton in 2016 and Bob Sasser in 2008 will expire ten years from date of grant, or earlier for reasons other than death, disability or retirement.
|
(2)
|
The PSUs awarded during the of 2016 fiscal year are based on the achievement of certain performance goals for fiscal year ending January 28, 2017 and will vest in three approximately equal installments over three years upon the Compensation Committee certification in March 2017 that performance was met and provided the named executive officers remain continuously employed with the company through the vesting dates. The Compensation Committee certified in March 2016 and March 2015 that the PSUs awarded in 2015 and 2014 achieved the established performance goal in fiscal years ended January 30, 2016 and January 31, 2015 , respectively. These awards will vest in three approximately equal installments over three years provided the named executive officers remain continuously employed with the company through the vesting dates.
|
(3)
|
The performance-based restricted stock units granted on March 18, 2016 under the LTPP are based on the achievement of a three-year cumulative performance goal based on operating income for the performance period beginning on January 31, 2016 and ending on February 2, 2019. The amount of payment, if earned, will range from 0% to 200% of stated target and will be paid in 2019, when the achievement level is available and certified by the Committee.The performance-based restricted stock units granted on April 23, 2015 under the LTPP are based on the achievement of a three-year cumulative performance goal based on corporate synergies for the performance period beginning on February 1, 2015 and ending on the third anniversary of the effective date of the Company’s merger with Family Dollar. The amount of payment, if earned, will range from 0% to 200% of stated target and will be paid in 2018, when the achievement level is available and certified by the Committee. The performance-based restricted stock units granted on April 1, 2014 under the LTPP are based on the achievement of a three-year cumulative performance goal based on operating income for the performance period beginning on February 2, 2014 and ending on January 28, 2017. The amount of payment, if earned, will range from 0% to 200% of stated target and will be paid in 2017, when the achievement level is available and certified by the Committee.
|
(4)
|
The award will vest one hundred percent (100%) on the fifth anniversary of the grant date only upon certification by the Compensation Committee that the one-year of positive net income performance criteria is achieved and Mr. Sasser remains continuously employed with the Company through the vesting date. In September of 2013, the Compensation Committee certified that the net income performance target was met for the award.
|
(5)
|
The award of restricted stock units awarded to Mr. Mac Naughton will fully vest on the second anniversary of the grant date provided the Compensation Committee certifies the one-year performance criteria is achieved.
|
|
Option Awards
|
|
Stock Awards
|
||||||||||
Name
|
Number of Shares
Acquired on
Exercise
(#)
|
|
Value Realized
on Exercise
($)
|
|
Number of Shares
Acquired on
Vesting
(#)
|
|
Value Realized
on Vesting
($)
|
||||||
Bob Sasser
|
—
|
|
|
$
|
—
|
|
|
79,425
|
|
|
$
|
6,386,803
|
|
Kevin Wampler
|
—
|
|
|
—
|
|
|
21,799
|
|
|
1,755,736
|
|
||
Gary Philbin
|
—
|
|
|
—
|
|
|
33,420
|
|
|
2,703,289
|
|
||
Duncan Mac Naughton
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Robert H. Rudman
|
—
|
|
|
—
|
|
|
24,791
|
|
|
1,997,400
|
|
Name
|
Executive
Contributions
in Last FY
($)
(1)
|
|
Registrant
Contributions
in Last FY
($)
(2)
|
|
Aggregate
Earnings
in Last FY
($)
(3)
|
|
Aggregate
Withdrawals/
Distributions
($)
|
|
Aggregate
Balance at
Last FYE
($)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Bob Sasser
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Kevin Wampler
|
119,290
|
|
|
—
|
|
|
90,946
|
|
|
—
|
|
|
763,043
|
|
|||||
Gary Philbin
|
39,807
|
|
|
—
|
|
|
141,284
|
|
|
—
|
|
|
711,733
|
|
|||||
Duncan Mac Naughton
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Robert H. Rudman
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
Executives may defer a portion of their base salary and up to 100% of their annual incentive bonus into the NQDC Plan. The amounts contributed are included in their respective columns in the Summary Compensation Table.
|
(2)
|
We have not provided a match or other company-funded contribution, although the NQDC Plan allows us to do so.
|
(3)
|
Amounts deferred into the NQDC Plan are invested into select mutual funds, according to the instructions of the participating executive. Earnings shown reflect market gains and losses and may vary from year to year depending on the performance of the underlying funds.
|
Name
|
Unvested Options and Stock
Awards
(1)
|
|
Performance-Based
Options and Stock Awards(2) |
|
Bonus Award
under Long-Term Performance Plan(3) |
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Bob Sasser
|
$
|
18,882,750
|
|
|
$
|
6,897,313
|
|
|
$
|
1,275,000
|
|
|
$
|
27,055,063
|
|
Kevin Wampler
|
1,134,890
|
|
|
1,922,930
|
|
|
850,000
|
|
|
3,907,820
|
|
||||
Gary Philbin
|
1,839,994
|
|
|
7,466,610
|
|
|
1,100,000
|
|
|
10,406,604
|
|
||||
Duncan Mac Naughton
|
—
|
|
|
999,971
|
|
|
—
|
|
|
999,971
|
|
||||
Robert H. Rudman
|
1,289,285
|
|
|
1,969,286
|
|
|
800,000
|
|
|
4,058,571
|
|
|
(1)
|
Under the terms of our outstanding stock award agreements, unvested restricted stock units and unvested stock options vest in full in the event of the executive’s death, disability or retirement. Upon a change in control, whether or not resulting in termination, the Compensation Committee may accelerate vesting of RSUs and stock options in its discretion. The above amounts assume that, in all cases, unvested RSUs and stock options become vested. The stock options, whether previously vested or accelerated by a triggering event, remain exercisable for a period ranging from 90 days to the normal expiration date of the grant, which is 10 years after grant. RSUs convert to common stock on their vesting and remain the property of the executive after termination. The market value of stock awards is based on the closing price of our stock as of January 27, 2017, which was $74.05. The intrinsic value of the stock options reflects the difference between the exercise price of the stock option and the closing price of our common stock at fiscal year end ($74.05). Mr. Mac Naughton's 180,991 stock options were granted on January 27, 2017 with an exercise price of $74.05, so the intrinsic value of these options for purposes of this table was 0.
|
(2)
|
This column includes PSUs for which the performance measurements had been met as of the end of the fiscal year but which had not yet been certified by the action of the Compensation Committee. In addition, service requirements for these awards had not been satisfied as of the end of the fiscal year. This column also includes the target value of equity awards granted under the three-year LTPP for which performance measurements had not yet been met. The actual amount of the LTPP award that vests may vary between 0% and 200% depending upon achievement by executives of the applicable performance goals.
|
(3)
|
This column reflects the target value of performance bonuses granted under the LTPP. The actual amount of the performance bonus that vests may vary between 0% and 200% depending upon achievement by executives of the applicable performance goals.
|
•
|
the sale, lease, exchange or other transfer of all or substantially all of our assets (in one transaction or in a series of related transactions) to a corporation that is not controlled by us,
|
•
|
the approval by our shareholders of any plan or proposal for our liquidation or dissolution,
|
•
|
a successful tender offer for our common stock, after which the tendering party holds more than a stated percentage of our issued and outstanding common stock, or
|
•
|
a merger, consolidation, share exchange, or other transaction to which we are a party pursuant to which the holders of all of the shares of our common stock outstanding prior to such transaction do not hold, directly or indirectly, a stated percentage of the outstanding shares of the surviving company after the transaction.
|
•
|
Severance benefits would be paid upon a change in control only upon an executive’s termination without cause or resignation for good reason (as defined in the agreement) (commonly known as “double trigger”).
|
•
|
Severance benefits include a multiple (2.5 times for the CEO, and 1.5 times for other named executive officers) of the combination of the highest rate of salary previously paid to the executive plus the average of the prior three years’ bonus amounts (with certain limits); a pro rata bonus for the year of termination; and medical continuation coverage for a limited period of time after termination.
|
•
|
“Change in control” is defined to include (1) the change in incumbent directors; (2) acquisition of more than a stated percentage of outstanding shares by one person or a group of affiliated persons; (3) a merger or consolidation; and (4) a liquidation and dissolution.
|
Name
|
Change in
Control
Benefit
|
|
Earned but
Unpaid
Bonus
(1)
|
|
Value of
Unvested
Options and
Stock Awards
(2)
|
|
Value of
Performance
Based Options
and Stock
Awards
(3)
|
|
Bonus Award
under Long-Term Performance Plan (4) |
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Bob Sasser
|
$
|
8,803,352
|
|
|
$
|
1,902,929
|
|
|
$
|
18,882,750
|
|
|
$
|
6,897,313
|
|
|
$
|
1,275,000
|
|
|
$
|
37,761,344
|
|
Kevin Wampler
|
1,646,021
|
|
|
386,267
|
|
|
1,134,890
|
|
|
1,922,930
|
|
|
850,000
|
|
|
5,940,108
|
|
||||||
Gary Philbin
|
2,914,051
|
|
|
823,725
|
|
|
1,839,994
|
|
|
7,466,610
|
|
|
1,100,000
|
|
|
14,144,380
|
|
||||||
Duncan Mac Naughton
|
(5
|
)
|
|
1,000,000
|
|
|
—
|
|
|
999,971
|
|
|
—
|
|
|
1,999,971
|
|
||||||
Robert H. Rudman
|
1,794,017
|
|
|
450,227
|
|
|
1,289,285
|
|
|
1,969,286
|
|
|
800,000
|
|
|
6,302,815
|
|
|
(1)
|
The amounts in this column represent the annual bonus that we pay under our Management Incentive Compensation Plan. The amounts listed were earned in the year shown, but paid after the end of the fiscal year.
|
(2)
|
Value of unvested options and stock awards is based on fair market value as of fiscal year end. See also preceding table under death, disability or retirement.
|
(3)
|
This column reflects the value of unvested performance-based options and PSUs based on fair market value as of fiscal year end. The related performance goal had been met as of the end of the fiscal year but the awards had not been certified by action of the Compensation Committee. In addition, service requirements for these awards had not been satisfied as of the end of the fiscal year. This column includes the target value of equity awards granted under the three-year LTPP for which performance measurements and service requirements had not yet been met. The actual amount of the LTPP award that vests may vary between 0% and 200% depending upon achievement by executives of the applicable performance goals. This column also includes a one-time retention award granted to Mr. Sasser on June 13, 2012 and a one-time special award granted to Mr. Philbin on March 18, 2016. This column also includes performance-based restricted stock units awarded to Mr. Mac Naughton on January 27, 2017. This award has a two-year service requirement for vesting and a one-year performance criteria.
|
(4)
|
This column reflects the target value of the performance bonus granted under the LTPP. The actual amount of the performance bonus that vests may vary between 0% and 200% depending upon achievement by executives of the applicable performance goals.
|
(5)
|
As of the last day of our fiscal year, Mr. Mac Naughton had not yet executed a change in control agreement with the Company.
|
•
|
each of the Directors and nominees for director;
|
•
|
each of the Named Executive Officers;
|
•
|
all Directors and Executive Officers as a group; and
|
•
|
each other person who has reported beneficial ownership of more than five percent of the outstanding common stock.
|
Directors and Executive Officers
|
|
Beneficial Ownership
(1)
|
||||
|
Shares
|
|
Percent
|
|||
|
|
|
|
|
||
Arnold S. Barron
|
|
52,816
|
|
(2)
|
*
|
|
Gregory M. Bridgeford
|
|
3,459
|
|
(3)
|
*
|
|
Macon F. Brock, Jr.
|
|
3,235,280
|
|
(4)
|
1.3
|
%
|
Mary Anne Citrino
|
|
76,036
|
|
(5)
|
*
|
|
H. Ray Compton
|
|
275,797
|
|
(6)
|
*
|
|
Conrad M. Hall
|
|
87,938
|
|
(7)
|
*
|
|
Lemuel E. Lewis
|
|
58,868
|
|
(8)
|
*
|
|
Bob Sasser
|
|
168,778
|
|
(9)
|
*
|
|
Thomas A. Saunders III
|
|
2,553,924
|
|
(10)
|
1
|
%
|
Thomas E. Whiddon
|
|
22,799
|
|
|
*
|
|
Carl P. Zeithaml
|
|
24,279
|
|
(11)
|
*
|
|
David Jacobs
|
|
27,987
|
|
(12)
|
*
|
|
Joshua Jewett
|
|
4,710
|
|
(13)
|
*
|
|
Duncan Mac Naughton
|
|
0
|
|
(14)
|
*
|
|
Michael Matacunas
|
|
16,937
|
|
(15)
|
*
|
|
Gary A. Maxwell
|
|
1,701
|
|
(16)
|
*
|
|
William A. Old, Jr.
|
|
13,713
|
|
(17)
|
*
|
|
Gary M. Philbin
|
|
104,705
|
|
(18)
|
*
|
|
Robert H. Rudman
|
|
0
|
|
(19)
|
*
|
|
Kevin S. Wampler
|
|
141,723
|
|
(20)
|
*
|
|
Michael A. Witynski
|
|
17,025
|
|
(21)
|
*
|
|
All current Directors and Executive Officers (21 persons)
|
|
6,888,475
|
|
|
2.9
|
%
|
Other 5% Shareholders
|
|
|
|
|
||
The Vanguard Group, Inc.
100 Vanguard Blvd.
Malvern, Pennsylvania 19355
|
|
20,979,296
|
|
(22)
|
8.89
|
%
|
BlackRock, Inc.
55 East 52nd Street
New York, New York 10055
|
|
14,882,568
|
|
(23)
|
6.3
|
%
|
|
*
|
less than 1%
|
(1)
|
As used in this table, “beneficial ownership” means the sole or shared power to vote or direct the voting or to dispose or direct the disposition of any security. A person is deemed as of any date to have “beneficial ownership” of any security that such person has a right to acquire within 60 days after such date. Any security that any person named above has the right to acquire within 60 days is deemed to be outstanding for purposes of calculating the ownership percentage of such person, but is not deemed to be outstanding for purposes of calculating the ownership percentage of any other person. Deferred shares acquired by our directors through a deferred compensation plan are assumed to be issuable in a lump sum within 60 days if the director were to terminate service within such time.
|
(2)
|
Includes 20,009 deferred shares acquired through a deferred compensation plan which are assumed to be issuable if he were to conclude his Board service within 60 days. Includes 2,170 owned by a family member, over which Mr. Barron may indirectly exercise investment or voting power.
|
(3)
|
Includes 2,660 deferred shares acquired through a deferred compensation plan which are assumed to be issuable if he were to conclude his Board service within 60 days.
|
(4)
|
Includes 488,790 shares owned by trusts for the benefit of certain Brock family members, of which Mr. Brock is a trustee, 37,000 shares owned by a private foundation over which Mr. Brock and his wife, Joan P. Brock, exercise shared control, 536,170 shares held in Grantor Retained Annuity Trusts, 753,285 shares owned by Mr. Brock’s wife and 63,000 shares issuable within 60 days upon exercise of stock options, but excludes 14,472 shares underlying otherwise unvested restricted stock units.
|
(5)
|
Includes 61,537 deferred shares acquired through a deferred compensation plan which are assumed to be issuable if she were to conclude her Board service within 60 days.
|
(6)
|
Includes 200,000 shares owned by two separate trusts for the benefit of certain Compton family members, over which Mr. Compton may indirectly exercise investment or voting power.
|
(7)
|
Includes 10,000 shares owned by a private foundation over which Mr. Hall has the power to vote and dispose of the shares on behalf of the foundation, and 22,139 deferred shares acquired through a deferred compensation plan which are assumed to be issuable if he were to conclude his Board service within 60 days.
|
(8)
|
Includes 47,839 deferred shares acquired through a deferred compensation plan which are assumed to be issuable if he were to conclude his Board service within 60 days.
|
(9)
|
Includes 64,002 shares issuable within 60 days upon exercise of stock options, but excludes 359,361 shares underlying otherwise unvested restricted stock units.
|
(10)
|
Includes 63,756 shares owned by irrevocable trusts for the benefit of certain Saunders family members, of which Mr. Saunders is a trustee, and 91,843 shares issuable upon exercise of stock options.
|
(11)
|
Represents 23,480 deferred shares acquired through a deferred compensation plan which are assumed to be issuable if he were to conclude his Board service within 60 days.
|
(12)
|
Excludes 28,831 shares underlying unvested restricted stock units.
|
(13)
|
Excludes 5,050 shares underlying unvested stock options and 7,378 shares underlying unvested restricted stock units.
|
(14)
|
Excludes 180,991 shares underlying unvested stock options and 38,994 shares underlying unvested restricted stock units.
|
(15)
|
Excludes 29,860 shares underlying unvested restricted stock units.
|
(16)
|
Excludes 19,159 shares underlying unvested restricted stock units.
|
(17)
|
Excludes 28,834 shares underlying unvested restricted stock units.
|
(18)
|
Excludes 123,892 shares underlying unvested restricted stock units.
|
(19)
|
Excludes 37,016 shares underlying unvested restricted stock units.
|
(20)
|
Excludes 36,400 shares underlying unvested restricted stock units.
|
(21)
|
Excludes 21,362 shares underlying unvested restricted stock units.
|
(22)
|
Includes shares held or controlled by The Vanguard Group, Inc. and its subsidiaries, Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd. Based on Schedule 13G/A filed on February 9, 2017 by The Vanguard Group, Inc. for the period ended December 31, 2016. The Vanguard Group reported sole voting power with respect to 366,747 shares, shared voting power with respect to 43,148 shares, sole dispositive power with respect to 20,570,865 shares and shared dispositive power with respect to 408,431 shares.
|
(23)
|
Includes shares held or controlled by BlackRock, Inc. and its subsidiaries, including BlackRock Japan Co. Ltd, BlackRock Advisors (UK) Limited, BlackRock Asset Management Deutschland AG, BlackRock Institutional Trust Company, N.A., BlackRock Fund Advisors, BlackRock Asset Management Canada Limited, BlackRock Advisors LLC, BlackRock Financial Management, Inc., BlackRock Investment Management, LLC, BlackRock Investment Management (Australia) Limited, BlackRock (Luxembourg) S.A., BlackRock (Netherlands) B.V., BlackRock (Singapore) Limited, BlackRock Asset Management Schweiz AG, BlackRock Asset Management North Asia Limited, BlackRock Fund Managers Ltd, BlackRock Asset Management Ireland Limited, BlackRock International Ltd, BlackRock Life Limited, BlackRock Investment Management UK Ltd and FutureAdvisor, Inc. Based on Schedule 13G/A filed on January 23, 2017 by BlackRock, Inc. for the period ended December 31, 2016. BlackRock reported sole voting power with respect to 12,459,179 shares, shared voting power with respect to 11,861 shares, sole dispositive power with respect to 14,870,707 shares and shared dispositive power with respect to 11,861 shares.
|
Equity compensation plan category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
|
|
Weighted-average exercise price of outstanding options, warrants and rights
(b) |
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
|
||||
Plans approved by security holders
(1)
|
|
1,970,733
|
|
|
$
|
25.61
|
|
|
22,030,453
|
|
Plans not approved by security holders
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(a)
|
Amounts represent outstanding options, restricted stock units and deferred (“phantom”) shares as of January 28, 2017.
|
(b)
|
Not included in the calculation of weighted-average exercise price are (i) 1,554,924 restricted stock units and (ii) 191,608 deferred shares.
|
(c)
|
Amounts represent shares remaining available for future awards under all of our equity-based plans, including shares remaining under our qualified Employee Stock Purchase Plan and our 2013 Director Deferred Compensation Plan. Out of the 22,030,453 shares remaining available for future issuance, 3,288,784 represent the number of shares remaining available for future issuance under our Employee Stock Purchase Plan as of January 28, 2017.
|
(1)
|
Equity-based plans approved by our shareholders include: the 2003 Equity Incentive Plan, the 2003 Non-Employee Director Stock Option Plan, the 2013 Director Deferred Compensation Plan, the 2004 Executive Officer Equity Plan, the 2015 Employee Stock Purchase Plan (which replaced a predecessor plan), and the Omnibus Incentive Plan.
|
(2)
|
Does not include 636,243 shares to be issued upon the exercise of options with a weighted-average exercise price of $72.02, and 64,577 restricted stock units that were granted under the 2006 Incentive Plan assumed by us in connection with our merger with Family Dollar.
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||
|
|
|
|
||||
Audit fees
|
$
|
3,393,955
|
|
|
$
|
4,518,440
|
|
Audit-related fees
(a)
|
63,300
|
|
|
19,500
|
|
||
Tax fees
|
—
|
|
|
—
|
|
||
All other fees
|
—
|
|
|
—
|
|
||
Total fees
|
3,457,255
|
|
|
4,537,940
|
|
|
(a)
|
Audit-related fees consist of fees for services related to the audit of financial statements of our employee benefit plans for Dollar Tree and Family Dollar.
|
|
|
By order of the Board of Directors,
|
|
|
|
|
|
William A. Old, Jr.
|
|
|
Corporate Secretary
|
|
|
|
Chesapeake, Virginia
|
|
|
May 5, 2017
|
|
|
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