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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 | |
---|---|---|---|---|---|---|---|---|---|---|
-0.89 | -0.74% | 119.84 | 119.84 | 119.87 | 121.33 | 119.24 | 121.33 | 794,908 | 19:41:08 |
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 twelve 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 ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year 2018; and
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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 3, 2018
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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 2017 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 US, 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 promptly return the voter instruction form 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 twelve director nominees for the Board of Directors
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For Each Nominee
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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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Ratification of the selection of KPMG LLP as our independent registered accounting firm for the fiscal year 2018
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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 70, 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 63, 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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LEMUEL E. LEWIS
Private investor; corporate
director
Member of the Audit Committee
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Mr. Lewis, age 71, served as the Executive Vice President and Chief Financial Officer of Landmark Communications, Inc. from 2000 until his retirement in 2006. From 1981 to 2000, he held several other senior positions with Landmark Communications.
Mr. Lewis brings to the Board many years of experience in accounting, finance, human resources, mergers and acquisitions, and business unit operations. The Board also benefits from his valuable financial experience as a former Chief Financial Officer and his service on other Boards, including the Audit Committee Chairman of Markel Corporation and Audit Committee Chairman of Owens & Minor. In addition, our Board has determined that Mr. Lewis qualifies as an Audit Committee financial expert.
Mr. Lewis became a director of Dollar Tree in July 2007. He also serves on the Boards of Markel Corporation and Owens & Minor Inc. He served as Chairman of the Board for the Federal Reserve Bank of Richmond from 2008 through 2010 and was the Chairman of its Audit Committee from 2005 to 2008. He previously served on the Board of Landmark Communications from 2006 through 2008.
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JEFFREY G. NAYLOR
Private investor; corporate director
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Mr. Naylor, age 59, serves as the Managing Director of his own consulting firm, Topaz Consulting LLC, where he advises private equity firms on potential transactions and provides services in the area of strategy and finance. From February 2013 to April 2014, Mr. Naylor served as Senior Corporate Advisor of the TJX Companies, Inc., a retail company of apparel and home fashions. From January 2012 to February 2013, Mr. Naylor served as Senior Executive Vice President and Chief Administrative Officer of the TJX Companies, Inc.; from February 2009 to January 2012, he served as its Senior Executive Vice President, Chief Financial and Administrative Officer; from June 2007 to February 2009, he served as its Senior Executive Vice President, Chief Administrative and Business Development Officer; from September 2006 to June 2007, he served as its Senior Executive Vice President, Chief Financial and Administrative Officer; and from February 2004 to September 2006, he served as its Chief Financial Officer.
Mr. Naylor served as Chief Financial Officer of Big Lots, Inc. from 2001 to 2004 and has held various senior financial positions with Limited Brands, Sears, Roebuck and Co., and Kraft Foods, Inc. Mr. Naylor began his career with Deloitte Haskins & Sells, and is a Certified Public Accountant.
Mr. Naylor brings to our Board an extensive financial and accounting background as well as significant leadership and retail experience.
Mr. Naylor was appointed to our Board in March 2018. He currently serves on the Boards of Directors of Synchrony Financial (Audit Committee Chair; Compensation Committee), Emerald Expositions (Audit Committee Chair; Compensation Committee) and Wayfair, Inc.
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GARY M. PHILBIN
President and Chief Executive Officer
Dollar Tree, Inc.
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Mr. Philbin, age 61, was appointed as the President and Chief Executive Officer of Dollar Tree on September 18, 2017. Mr. Philbin served as the Enterprise President of Dollar Tree from December 30, 2016 to September 2017. Previously, he served as the President and Chief Operating Officer of Family Dollar Stores from July 2015 to December 2016. From June 2013 to July 2015, he was the President and Chief Operating Officer of Dollar Tree. From March 2007 to June 2013, he was the Chief Operating Officer of Dollar Tree. He previously served as our Senior Vice President of Stores since December 2001. He joined Dollar Tree after a thirty year career in the retail grocery industry, including senior executive level positions with Grand Union, SuperValu and A&P. Mr. Philbin's career started with the Kroger Company where he held increasing positions of responsibility over a twenty year career.
Mr. Philbin was appointed to our Board in September 2017.
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BOB SASSER
Executive Chairman
Dollar Tree, Inc.
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Mr. Sasser, age 66, became the Executive Chairman of the Board on September 18, 2017. He was the Chief Executive Officer from 2004 to September 2017 and previously served as the President and Chief Executive Officer from 2004 to 2013. He was Dollar Tree’s President and Chief Operating Officer from 2001 to 2003 and Chief Operating Officer from 1999 to 2000. Previously, from 1997 to 1999, he served as Senior Vice President, Merchandise and Marketing of Roses Stores, Inc. From 1994 to 1996, he was Vice President, General Merchandise Manager for Michaels Stores, Inc. Prior to 1994, he held several positions at Roses Stores, Inc., ranging from Store Manager to Vice President, General Merchandise Manager.
Mr. Sasser’s demonstration of outstanding leadership skills, business acumen, commitment to excellence, and his major contributions to the company’s growth and success as the former Chief Executive Officer of Dollar Tree, provides essential insight and guidance to our Board. In addition, the Board benefits from Mr. Sasser’s forty-five years of retail experience.
Mr. Sasser was elected to our Board in 2004.
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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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195,000
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75,000
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—
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270,000
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Macon F. Brock, Jr.
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—
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600,000
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48,843
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648,843
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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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190,000
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75,000
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30,000
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295,000
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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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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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Jeffrey G. Naylor
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—
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—
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—
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—
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Thomas A. Saunders III
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235,000
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75,000
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—
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310,000
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Stephanie P. Stahl
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—
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—
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—
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—
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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. Ms. Stahl and Mr. Naylor joined the Board in 2018 and did not receive director fees for fiscal 2017.
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(2)
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This column includes the grant date fair market value in the amount of $600,000 for 7,645 service-based restricted stock units granted on March 31, 2017 to Mr. Brock for his past services as Chairman of the Board. This column also includes the grant date fair value of shares granted to non-employee directors on July 1, 2017. The number of shares were determined by dividing the value of the equity award by the Company's closing share price of $69.92 on the date of grant, resulting in 1,072 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 Mr. Compton, as more fully described in the narrative accompanying this table.This column includes Mr. Brock’s “all other compensation” that shows: perquisites in the amount of $48,843, which includes a car allowance in the amount of $15,392, executive term life insurance in the amount of $9,913, and imputed income in the amount of $23,538 for personal use of the corporate aircraft.
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Name
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Amounts
Deferred in
2017
($)
(1)
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Shares
Underlying
Amounts
Deferred in
2017
(#)
(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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3,586
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20,873
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—
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20,873
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Gregory M. Bridgeford
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195,000
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3,407
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5,429
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—
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5,429
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Mary Anne Citrino
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210,000
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3,586
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64,454
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—
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64,454
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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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3,646
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25,100
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—
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25,100
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Lemuel E. Lewis
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200,000
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3,466
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50,669
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—
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50,669
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Jeffrey G. Naylor
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—
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—
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—
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—
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—
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Thomas A. Saunders III
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235,000
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8,525
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—
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98,099
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98,099
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Stephanie P. Stahl
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—
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—
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—
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—
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—
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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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2,473
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25,580
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—
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25,580
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(1)
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This column shows the dollar amount of retainers and fees deferred in 2017 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.
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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; $336,263 was recorded in 2017.
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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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•
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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 February 3, 2018;
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•
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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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•
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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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review annually the directors’ stock ownership levels to ensure compliance with our director target ownership policy;
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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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advise the Board on its composition, committees, structure, practices and self-evaluation.
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Arnold S. Barron
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Gregory M. Bridgeford
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Conrad M. Hall
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Carl P. Zeithaml
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•
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The Company’s consolidated net sales increased 7.4% to $22.25 billion from $20.72 billion in the prior year;
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•
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Gross profit increased 9.8% to $7.02 billion from $6.39 billion in the prior year;
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•
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Selling, general and administrative expenses were 22.6% of sales, consistent with the prior year; and
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•
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Net income increased 91.3% to $1.71 billion from $896.2 million in the prior year, and diluted earnings per share increased 90.7% to $7.21, compared to $3.78 in the prior year.
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•
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The Compensation Committee approved base salary increases and cash bonus payouts for our named executive officers;
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•
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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;
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•
|
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;
|
•
|
The Compensation Committee made changes to the executive stock ownership policy in order to have one consistent policy for the Dollar Tree and Family Dollar banners, and the Compensation Committee increased the levels of stock ownership required under the policy in order to reinforce alignment of interests between our executives and shareholders;
|
•
|
The Compensation Committee recommended, and the Board adopted a more robust clawback policy, pursuant to which the Company will recoup certain incentive-based compensation from executive officers in the event the Company is required to restate its publicly-reported financial statements due to material non-compliance with any financial reporting requirement under the securities laws.
|
•
|
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 and Executive Chairman)
(140% target)
(1)
|
|
Corporate
Performance
Component as a
percent of salary
(Enterprise President)
(120% target)
(1)
|
|
Corporate
Performance
Component as a
percent of salary
(President, Dollar Tree Stores)
(100% target)
(1)
|
|
Corporate
Performance
Component
as a percent of
salary (other
named executive officers)
(70% target)
(1)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Below 85.0%
|
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
85.0%
|
|
25.00
|
%
|
|
29.75
|
%
|
|
25.50
|
%
|
|
21.25
|
%
|
|
14.88
|
%
|
90.0%
|
|
50.00
|
%
|
|
59.50
|
%
|
|
51.00
|
%
|
|
42.50
|
%
|
|
29.75
|
%
|
95.0%
|
|
75.00
|
%
|
|
89.25
|
%
|
|
76.50
|
%
|
|
63.75
|
%
|
|
44.63
|
%
|
100.0%
|
|
100.00
|
%
|
|
119.00
|
%
|
|
102.00
|
%
|
|
85.00
|
%
|
|
59.50
|
%
|
105.0%
|
|
137.50
|
%
|
|
163.63
|
%
|
|
140.25
|
%
|
|
116.88
|
%
|
|
81.81
|
%
|
110.0%
|
|
175.00
|
%
|
|
208.25
|
%
|
|
178.50
|
%
|
|
148.75
|
%
|
|
104.13
|
%
|
115.0% or above
|
|
212.50
|
%
|
|
252.88
|
%
|
|
216.75
|
%
|
|
180.63
|
%
|
|
126.44
|
%
|
|
(1)
|
Represents the corporate performance component of 85% multiplied by the level of bonus deemed earned multiplied by the target bonus level. The 120% target for the former Enterprise President, Mr. Philbin, only applies for part of the 2017 fiscal year. On September 18, 2017, in connection with Mr. Philbin's promotion to President and Chief Executive Officer, he received a supplemental bonus opportunity targeted at 140% of his revised base salary for the period between September 18, 2017 and the end of the 2017 fiscal year.
|
% of Corporate
Performance
Target Attained
|
|
Portion of
Executive’s
Corporate
Performance
Bonus Deemed
Earned
|
|
Corporate
Performance
Component
as a percent of
salary (President of Family Dollar Stores)
(100% target)
(1)
|
|
||
|
|
|
|
|
|
||
Below 85.0%
|
|
0.0
|
%
|
|
0.0
|
%
|
|
85.0%
|
|
25.00
|
%
|
|
21.25
|
%
|
|
90.0%
|
|
50.00
|
%
|
|
42.50
|
%
|
|
95.0%
|
|
75.00
|
%
|
|
63.75
|
%
|
|
100.0%
|
|
100.00
|
%
|
|
85.00
|
%
|
|
105.0%
|
|
112.50
|
%
|
|
95.63
|
%
|
|
110.0%
|
|
125.00
|
%
|
|
106.25
|
%
|
|
115.0%
|
|
137.50
|
%
|
|
116.88
|
%
|
|
120.0%
|
|
150.00
|
%
|
|
127.50
|
%
|
|
125.0%
|
|
162.50
|
%
|
|
138.13
|
%
|
|
130.0%
|
|
175.00
|
%
|
|
148.75
|
%
|
|
135.0%
|
|
187.50
|
%
|
|
159.38
|
%
|
|
140.0%
|
|
200.00
|
%
|
|
170.00
|
%
|
|
145.0% or above
|
|
212.50
|
%
|
|
180.63
|
%
|
|
|
(1)
|
Mr. MacNaughton, the President of Family Dollar Stores, Inc., is subject to the table immediately above. In order for him to receive any bonus, the Company must achieve at least 85% of the operating income target. Once at least 85% of the target is reached, payment for a portion of the bonus for the corporate performance component is made. Maximum bonus for the corporate performance component is earned with performance achieved at 145% of target for the Family Dollar banner.
|
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
($)
(6)
|
Total
($)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Gary Philbin
|
2017
|
$
|
1,290,384
|
|
$
|
—
|
|
$
|
4,104,687
|
|
$
|
—
|
|
$
|
2,280,740
|
|
$
|
59,093
|
|
$
|
7,734,904
|
|
President and Chief Executive Officer
|
2016
|
1,121,154
|
|
—
|
|
7,314,789
|
|
—
|
|
1,165,777
|
|
59,185
|
|
9,660,905
|
|
|||||||
|
2015
|
971,154
|
|
—
|
|
2,438,906
|
|
—
|
|
1,258,725
|
|
56,568
|
|
4,725,353
|
|
|||||||
Bob Sasser
|
2017
|
1,765,385
|
|
—
|
|
7,749,808
|
|
|
3,068,160
|
|
139,953
|
|
12,723,306
|
|
||||||||
Executive Chairman and
|
2016
|
1,680,769
|
|
—
|
|
6,499,865
|
|
—
|
|
2,288,489
|
|
112,915
|
|
10,582,038
|
|
|||||||
Former Chief Executive Officer
|
2015
|
1,585,577
|
|
—
|
|
5,803,264
|
|
—
|
|
2,080,320
|
|
60,549
|
|
9,529,710
|
|
|||||||
Kevin Wampler
|
2017
|
769,230
|
|
—
|
|
1,599,642
|
|
—
|
|
977,488
|
|
45,485
|
|
3,391,845
|
|
|||||||
Chief Financial Officer
|
2016
|
690,385
|
|
—
|
|
1,449,802
|
|
—
|
|
661,667
|
|
53,126
|
|
2,854,980
|
|
|||||||
|
2015
|
635,577
|
|
—
|
|
1,695,764
|
|
—
|
|
617,121
|
|
51,452
|
|
2,999,914
|
|
|||||||
Duncan Mac Naughton
|
2017
|
1,019,230
|
|
—
|
|
2,499,893
|
|
—
|
|
505,800
|
|
220,884
|
|
4,245,807
|
|
|||||||
President
|
2016
|
61,538
|
|
500,000
|
|
999,971
|
|
3,999,980
|
|
1,000,000
|
|
1,004
|
|
6,562,493
|
|
|||||||
Family Dollar Stores
|
2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Robert H. Rudman
|
2017
|
778,846
|
|
—
|
|
1,499,606
|
|
—
|
|
979,850
|
|
58,175
|
|
3,316,477
|
|
|||||||
Chief Global Products Officer
|
2016
|
740,385
|
|
—
|
|
1,499,895
|
|
—
|
|
725,627
|
|
68,723
|
|
3,034,630
|
|
|||||||
|
2015
|
692,307
|
|
—
|
|
1,726,563
|
|
—
|
|
645,165
|
|
61,647
|
|
3,125,682
|
|
|||||||
Michael Witynski
|
2017
|
589,423
|
|
—
|
|
1,299,790
|
|
—
|
|
778,345
|
|
41,162
|
|
2,708,720
|
|
|||||||
President and Chief Operating Officer
|
2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Dollar Tree Stores
|
2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
(1)
|
Executives may defer up to 50% of their salaries and up to 100% of their annual incentive bonus under the Company's Non-Qualified Deferred Compensation Plan. Any such deferrals are included in the appropriate column of this table and shown in the Deferred Compensation table.
|
(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), grants made under the three-year long-term performance program (“LTPP”) and out-of-cycle grants made in connection with a promotion. 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 2017 awards would be as follows: $1,699,616 for Kevin Wampler and $1,499,826 for Michael Witynski. For the other named executives officers (who are retirement-eligible), the fair market values of their stock awards remain the same as those included in this column in the event of maximum performance.
|
(4)
|
Pursuant to SEC rules, this column represents the aggregate grant date fair value 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. Philbin, Sasser, Wampler, Rudman, Mac Naughton and Witynski were $1,680,740, $2,218,160, $477,488, $479,850 , $505,800 and $678,345, respectively. Cash bonuses paid under the 2015 LTPP to Messrs. Philbin, Sasser, Wampler, Rudman and Witynski were $600,000, $850,000 $500,000, $500,000 and $100,000, 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 2017, 2016, or 2015, except the value of Mr. Sasser's personal use of the corporate aircraft in 2017 and 2016 which was imputed to him as personal income in the amount of $84,817 and $45,248, respectively, and relocation expenses for Mr. Mac Naughton in the amount of $185,258. The Company discontinued tax gross-ups on all perquisites, except for business-related relocation expenses, however there was no tax gross up amount on the amount that Mr. Mac Naughton received for relocation in 2017. 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 corporate aircraft policy approved by the Board of Directors, Mr. Sasser and 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 to Mr. Sasser 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, 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
|
||||||
|
|
|
|
|
|
|
||||||
Gary Philbin
|
|
$
|
39,812
|
|
|
$
|
19,281
|
|
|
$
|
59,093
|
|
Bob Sasser
|
|
121,174
|
|
|
$
|
18,779
|
|
|
139,953
|
|
||
Kevin Wampler
|
|
28,131
|
|
|
17,354
|
|
|
45,485
|
|
|||
Duncan Mac Naughton
|
|
218,601
|
|
|
2,283
|
|
|
220,884
|
|
|||
Robert H. Rudman
|
|
40,857
|
|
|
17,318
|
|
|
58,175
|
|
|||
Michael Witynski
|
|
23,767
|
|
|
17,395
|
|
|
41,162
|
|
|
|
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)
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Gary Philbin
|
—
|
|
(2)
|
$
|
293,250
|
|
$
|
1,380,000
|
|
$
|
2,699,625
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
—
|
|
(3)
|
125,000
|
|
500,000
|
|
1,000,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
—
|
|
(2)
|
48,832
|
|
229,800
|
|
449,546
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
|
(3)
|
62,500
|
|
250,000
|
|
500,000
|
|
|
|
|
|
|
|
|
|||||||||||||
|
3/31/2017
|
|
3/8/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
28,995
(4)
|
|
28,995
(4)
|
|
—
|
|
—
|
|
—
|
|
2,274,948
|
|
|||||
|
3/31/2017
|
|
3/8/2017
|
—
|
|
—
|
|
—
|
|
1,593
(5)
|
|
6,372
(5)
|
|
12,744
(5)
|
|
—
|
|
—
|
|
—
|
|
499,947
|
|
|||||
|
9/18/2017
|
|
9/18/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
12,980
(4)
|
|
12,980
(4)
|
|
—
|
|
—
|
|
—
|
|
1,079,806
|
|
|||||
|
9/18/2017
|
|
9/18/2017
|
—
|
|
—
|
|
—
|
|
751
(5)
|
|
3,005
(5)
|
|
6,010
(5)
|
|
—
|
|
—
|
|
—
|
|
249,986
|
|
|||||
Bob Sasser
|
—
|
|
(2)
|
505,750
|
|
2,380,000
|
|
4,655,875
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
—
|
|
(3)
|
187,500
|
|
750,000
|
|
1,500,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
3/31/2017
|
|
3/8/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
89,215
(4)
|
|
89,215
(4)
|
|
—
|
|
—
|
|
—
|
|
6,999,809
|
|
|||||
|
3/31/2017
|
|
3/8/2017
|
—
|
|
—
|
|
—
|
|
2,389
(5)
|
|
9,559
(5)
|
|
19,118
(5)
|
|
—
|
|
—
|
|
—
|
|
749,999
|
|
|||||
Kevin Wampler
|
—
|
|
(2)
|
111,563
|
|
525,000
|
|
1,027,031
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
—
|
|
(3)
|
100,000
|
|
400,000
|
|
800,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
3/31/2017
|
|
3/8/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
15,290
(4)
|
|
15,290
(4)
|
|
—
|
|
—
|
|
—
|
|
1,199,653
|
|
|||||
|
3/31/2017
|
|
3/8/2017
|
—
|
|
—
|
|
—
|
|
1,274
(5)
|
|
5,098
(5)
|
|
10,196
(5)
|
|
|
|
|
399,989
|
|
||||||||
Duncan Mac Naughton
|
—
|
|
(2)
|
212,500
|
|
1,000,000
|
|
1,956,250
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
|
(3)
|
125,000
|
|
500,000
|
|
1,000,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
|
3/31/2017
|
|
3/8/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
25,490
(4)
|
|
25,490
(4)
|
|
—
|
|
—
|
|
—
|
|
1,999,945
|
|
|||||
|
3/31/2017
|
|
3/8/2017
|
—
|
|
—
|
|
—
|
|
1,593
(5)
|
|
6,372
(5)
|
|
12,744
(5)
|
|
—
|
|
—
|
|
—
|
|
499,947
|
|
|||||
Robert H. Rudman
|
—
|
|
(2)
|
111,563
|
|
525,000
|
|
1,027,031
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
—
|
|
(3)
|
75,000
|
|
300,000
|
|
600,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
3/31/2017
|
|
3/8/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
15,290
(4)
|
|
15,290
(4)
|
|
—
|
|
—
|
|
—
|
|
1,199,653
|
|
|||||
|
3/31/2017
|
|
3/8/2017
|
—
|
|
—
|
|
—
|
|
955
(5)
|
|
3,823
(5)
|
|
7,646
(5)
|
|
—
|
|
—
|
|
—
|
|
299,953
|
|
|
|
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)
|
||||||||||||||||
Michael Witynski
|
—
|
|
(2)
|
127,500
|
|
600,000
|
|
1,173,750
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
—
|
|
(3)
|
37,500
|
|
150,000
|
|
300,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
—
|
|
(3)
|
37,500
|
|
150,000
|
|
300,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
3/31/2017
|
|
3/8/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
10,195
(4)
|
|
10,195
(4)
|
|
—
|
|
—
|
|
—
|
|
799,900
|
|
|||||
|
3/31/2017
|
|
3/8/2017
|
—
|
|
—
|
|
—
|
|
477
(5)
|
|
1,911
(5)
|
|
3,822
(5)
|
|
—
|
|
—
|
|
—
|
|
149,937
|
|
|||||
|
7/28/2017
|
|
6/5/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
2,785
(4)
|
|
2,785
(4)
|
|
—
|
|
—
|
|
—
|
|
199,963
|
|
|||||
|
7/28/2017
|
|
6/5/2017
|
—
|
|
—
|
|
—
|
|
522
(5)
|
|
2,089
(5)
|
|
4,178
(5)
|
|
—
|
|
—
|
|
—
|
|
149,990
|
|
|
(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 2017, bonuses were targeted at 140% of salary for the former Chief Executive Officer who transitioned to the role of Executive Chairman on September 18, 2017, 140% of base salary for the current President and Chief Executive Officer who previously served as the Enterprise President and had a target of 120% of base salary through September 18, 2017, 100% of salary for the President of Family Dollar and the President and Chief Operating Officer of Dollar Tree Stores, and 70% for other Named Executive Officers, with corporate performance representing 85% of the goal. Mr. Philbin's annual bonus opportunity for fiscal 2017 was supplemented with an additional target payout amount of $229,800, which is the equivalent of 140% of his revised base salary for the period between September 18, 2017 and the end of the 2017 fiscal year. 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 29, 2017 to February 1, 2020. The amount of payment, if earned, will range from 0% to 200% of
|
(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 2017 performance target goal and upon the executives remaining with the Company through the vesting dates, unless vesting is accelerated due to death, disability or retirement. On July 28, 2017, Mr. Witynski received an additional award of 2,785 performance-based restricted stock units in connection with his promotion and the shares will vest ratably over three years, beginning on the anniversary date of the grant. The award of 12,980 performance-based restricted stock units granted to Mr. Philbin on September 18, 2017 will vest ratably over three years, beginning on the anniversary date of the grant provided that Mr. Philbin has satisfied at least 80% of the target operating income in the fourth quarter of 2017.
|
(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 29, 2017 through February 1, 2020 and will cliff vest in fiscal year 2020 only upon certification by the Compensation Committee that the Company achieved its performance goal. On July 28, 2017, Mr. Witynski received an additional target award of 2,089 performance-based restricted stock units in connection with his promotion and the shares are based on a three-year performance cycle beginning on January 29, 2017 through February 1, 2020 and will cliff vest in fiscal year 2020 upon certification by the Compensation Committee that the performance goal was achieved. The equity award granted on September 18, 2017 to Mr. Philbin under the LTPP is based on performance against a two-year cumulative operating income goal for the period beginning February 4, 2018 and ending on February 1, 2020, and will cliff vest in fiscal year 2020 upon the certification of goal achievement by the Compensation Committee.
|
(6)
|
This column shows the full grant date fair value under FASB ASC Topic 718 of performance-based restricted stock units (PSUs) and performance-based restricted stock units under the three-year LTPP. For the PSUs and the LTPP equity grants awarded on March 31, 2017, July 28, 2017 and September 18, 2017, the fair value is calculated using the closing price of our stock on the grant date which was $78,46, $71.80 and $83.19 respectively. Additional information regarding FASB ASC Topic 718 calculations related to these awards is included in footnote 9 of our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended February 3, 2018.
|
|
|
Option Awards
(1)
|
|
Stock Awards
|
|||||||||||||||||||
Name
|
Award
Date
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity Incentive
Plan Awards:
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
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
|
3/27/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
7,342
(2)
|
|
$
|
799,930
|
|
—
|
|
$
|
—
|
|
|
|
4/23/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
3,703
(3)
|
|
402,997
|
|
|||
|
3/18/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
15,120
(2)
|
|
1,645,510
|
|
—
|
|
—
|
|
|||
|
3/18/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
6,248
(3)
|
|
679,970
|
|
|||
|
3/18/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
62,484
(2)
|
|
6,800,134
|
|
|||
|
3/31/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
28,995
(2)
|
|
3,155,526
|
|
|||
|
3/31/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
6,372
(3)
|
|
693,465
|
|
|||
|
9/18/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
12,980
(2)
|
|
1,412,613
|
|
|||
|
9/18/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,005
(3)
|
|
327,034
|
|
||
Bob Sasser
|
3/27/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
20,925
(2)
|
|
2,277,268
|
|
—
|
|
—
|
|
||
|
4/23/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
5,246
(3)
|
|
570,922
|
|
||||
|
3/18/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
49,987
(2)
|
|
5,440,085
|
|
—
|
|
—
|
|
|||
|
3/18/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
6,248
(3)
|
|
679,970
|
|
|||
|
3/31/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
89,215
(2)
|
|
9,709,268
|
|
|||
|
3/31/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
9,559
(3)
|
|
1,040,306
|
|
|
|
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
($)
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Kevin
|
3/27/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
4,487
(2)
|
|
488,320
|
|
—
|
|
—
|
|
|||
Wampler
|
4/23/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
3,086
(3)
|
|
335,849
|
|
|||
|
3/18/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
9,164
(2)
|
|
997,318
|
|
—
|
|
—
|
|
|||
|
3/18/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
4,373
(3)
|
|
475,914
|
|
|||
|
3/31/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
15,290
(2)
|
|
1,664,011
|
|
|||
|
3/31/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5,098
(3)
|
|
554,815
|
|
||
Duncan
|
1/27/2017
|
—
|
|
180,991
|
|
—
|
|
74.05
|
|
1/27/2027
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||
Mac Naughton
|
1/27/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
13,504
(4)
|
|
1,469,640
|
|
|||
|
3/31/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
25,490
(2)
|
|
2,774,077
|
|
|||
|
3/31/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
6,372
(3)
|
|
693,465
|
|
|||
Robert H.
|
3/27/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
4,894
(2)
|
|
532,614
|
|
—
|
|
—
|
|
|||
Rudman
|
4/23/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
3,086
(3)
|
|
335,849
|
|
|||
|
3/18/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
9,997
(2)
|
|
1,087,974
|
|
—
|
|
—
|
|
|||
|
3/18/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
3,749
(3)
|
|
408,004
|
|
|||
|
3/31/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
15,290
(2)
|
|
1,664,011
|
|
|||
|
3/31/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
3,823
(3)
|
|
416,057
|
|
|||
Michael
|
3/27/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
1,734
(2)
|
|
188,711
|
|
—
|
|
—
|
|
|||
Witynski
|
8/28/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
651
(3)
|
|
70,848
|
|
|||
|
3/18/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
4,997
(2)
|
|
543,824
|
|
—
|
|
—
|
|
|||
|
3/18/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
1,874
(3)
|
|
203,947
|
|
|||
|
3/31/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
10,195
(2)
|
|
1,109,522
|
|
|||
|
3/31/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
1,911
(3)
|
|
207,974
|
|
|||
|
7/28/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
2,785
(2)
|
|
303,092
|
|
|||
|
7/28/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
2,089
(3)
|
|
227,346
|
|
|
(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 will expire ten years from date of grant, or earlier for reasons other than death, disability or retirement.
|
(2)
|
The PSUs awarded during the 2017 fiscal year are based on the achievement of certain performance goals for the fiscal year ending February 3, 2018 and will vest in three approximately equal installments over three years upon the Compensation Committee certification in March 2018 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 2017 and March 2016 that the PSUs awarded in 2016 and 2015 achieved the established performance goal in fiscal years ended January 28, 2017 and January 30, 2016, 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, unless vesting is accelerated due to death, disability or retirement.
|
(3)
|
The performance-based restricted stock units granted on March 31, 2017 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 29, 2017 and ending on February 1, 2020. The amount of payment, if earned, will range from 0% to 200% of stated target and will be paid in 2020, when the achievement level is available and certified by the Committee. The equity award granted on September 18, 2017 to Mr. Philbin under the LTPP is based on performance against a two-year cumulative operating income goal for the period beginning February 4, 2018 and ending on February 1, 2020, and will cliff vest in fiscal year 2020 upon the certification of goal achievement by the Compensation Committee.
|
(4)
|
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
($)
|
||||||
Gary Philbin
|
—
|
|
|
$
|
—
|
|
|
31,363
|
|
|
$
|
2,422,769
|
|
Bob Sasser
|
64,002
|
|
|
5,813,302
|
|
|
266,415
|
|
|
20,229,475
|
|
||
Kevin Wampler
|
—
|
|
|
—
|
|
|
20,668
|
|
|
1,598,513
|
|
||
Duncan Mac Naughton
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Robert H. Rudman
|
—
|
|
|
—
|
|
|
22,763
|
|
|
1,760,790
|
|
||
Michael Witynski
|
—
|
|
|
—
|
|
|
6,941
|
|
|
533,656
|
|
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
($)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Gary Philbin
|
$
|
387,115
|
|
|
$
|
—
|
|
|
$
|
225,464
|
|
|
$
|
—
|
|
|
$
|
1,364,948
|
|
Bob Sasser
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Kevin Wampler
|
125,809
|
|
|
—
|
|
|
117,505
|
|
|
—
|
|
|
1,013,681
|
|
|||||
Duncan Mac Naughton
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Robert H. Rudman
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Michael Witynski
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
Executives may defer up to 50% 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
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Gary Philbin
|
$
|
2,445,440
|
|
|
$
|
13,471,739
|
|
|
$
|
1,550,000
|
|
|
$
|
17,467,179
|
|
Bob Sasser
|
7,717,353
|
|
|
12,000,466
|
|
|
1,675,000
|
|
|
21,392,819
|
|
||||
Kevin Wampler
|
1,485,638
|
|
|
3,030,589
|
|
|
1,000,000
|
|
|
5,516,227
|
|
||||
Duncan Mac Naughton
|
6,294,867
|
|
|
4,937,182
|
|
|
500,000
|
|
|
11,732,049
|
|
||||
Robert H. Rudman
|
1,620,588
|
|
|
2,823,921
|
|
|
850,000
|
|
|
5,294,509
|
|
||||
Michael Witynski
|
732,535
|
|
|
2,122,729
|
|
|
500,000
|
|
|
3,355,264
|
|
|
(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 February 3, 2018, which was $108.83. 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.
|
(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 Executive Chairman who served as the Chief Executive Officer through September 18, 2017, 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
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gary Philbin
|
$
|
3,769,881
|
|
|
$
|
1,680,740
|
|
|
$
|
2,445,440
|
|
|
$
|
13,471,739
|
|
|
$
|
1,550,000
|
|
|
$
|
22,917,800
|
|
Bob Sasser
|
9,167,841
|
|
|
2,218,160
|
|
|
7,717,353
|
|
|
12,000,466
|
|
|
1,675,000
|
|
|
32,778,820
|
|
||||||
Kevin Wampler
|
1,765,438
|
|
|
477,488
|
|
|
1,485,638
|
|
|
3,030,589
|
|
|
1,000,000
|
|
|
7,759,153
|
|
||||||
Duncan Mac Naughton
|
(5
|
)
|
|
505,800
|
|
|
6,294,867
|
|
|
4,937,182
|
|
|
500,000
|
|
|
12,237,849
|
|
||||||
Robert H. Rudman
|
1,812,621
|
|
|
479,850
|
|
|
1,620,588
|
|
|
2,823,921
|
|
|
850,000
|
|
|
7,586,980
|
|
||||||
Michael Witynski
|
(5
|
)
|
|
678,345
|
|
|
732,535
|
|
|
2,122,729
|
|
|
500,000
|
|
|
4,033,609
|
|
|
(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 includes 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 and Mr. Witynski 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
|
|
50,264
|
|
(2)
|
*
|
|
Gregory M. Bridgeford
|
|
6,742
|
|
(3)
|
*
|
|
Mary Anne Citrino
|
|
79,506
|
|
(4)
|
*
|
|
H. Ray Compton
|
|
276,869
|
|
(5)
|
*
|
|
Conrad M. Hall
|
|
111,466
|
|
(6)
|
*
|
|
Lemuel E. Lewis
|
|
67,600
|
|
(7)
|
*
|
|
Jeffrey G. Naylor
|
|
6,609
|
|
(8)
|
*
|
|
Gary M. Philbin
|
|
96,077
|
|
(9)
|
*
|
|
Bob Sasser
|
|
191,137
|
|
(10)
|
*
|
|
Thomas A. Saunders III
|
|
2,484,656
|
|
(11)
|
1
|
%
|
Stephanie P. Stahl
|
|
848
|
|
(12)
|
*
|
|
Thomas E. Whiddon
|
|
23,871
|
|
|
*
|
|
Carl P. Zeithaml
|
|
26,688
|
|
(13)
|
*
|
|
Duncan Mac Naughton
|
|
5,458
|
|
(14)
|
*
|
|
Robert H. Rudman
|
|
—
|
|
(15)
|
*
|
|
Kevin S. Wampler
|
|
138,713
|
|
(16)
|
*
|
|
Michael A. Witynski
|
|
18,579
|
|
(17)
|
*
|
|
All current Directors and Executive Officers (21 persons)
|
|
3,639,373
|
|
|
1.5
|
%
|
Other 5% Shareholders
|
|
|
|
|
||
The Vanguard Group, Inc.
100 Vanguard Blvd.
Malvern, Pennsylvania 19355
|
|
24,188,406
|
|
(18)
|
10.2
|
%
|
FMR LLC
245 Summer Street
Boston, Massachusetts 02210
|
|
16,024,258
|
|
(19)
|
6.7
|
%
|
BlackRock, Inc.
55 East 52nd Street
New York, New York 10055
|
|
14,337,696
|
|
(20)
|
6
|
%
|
|
*
|
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 21,427 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 5,943 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 65,007 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.
|
(5)
|
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.
|
(6)
|
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, 75,000 held in his GRAT, 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.
|
(7)
|
Includes 51,196 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 367 issuable upon the exercise of stock options and 242 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 57,428 held in various GRATs. Excludes 189,107 shares underlying unvested restricted stock units.
|
(10)
|
Excludes 181,941 shares underlying otherwise unvested restricted stock units.
|
(11)
|
Includes 63,756 shares owned by irrevocable trusts for the benefit of certain Saunders family members, of which Mr. Saunders is a trustee, and 84,188 shares issuable upon exercise of stock options.
|
(12)
|
Represents 848 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.
|
(13)
|
Includes 25,889 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.
|
(14)
|
Excludes 180,991 shares underlying unvested stock options and 65,318 shares underlying unvested restricted stock units.
|
(15)
|
Excludes 38,571 shares underlying unvested restricted stock units.
|
(16)
|
Includes 50,000 shares held in GRATs and excludes 42,683 shares underlying unvested restricted stock units.
|
(17)
|
Excludes 36,400 shares underlying unvested restricted stock units.
|
(18)
|
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 April 10, 2018 by The Vanguard Group, Inc. for the period ended December 31, 2017. The Vanguard Group reported sole voting power with respect to 335,429 shares, shared voting power with respect to 80,497 shares, sole dispositive power with respect to 23,803,219 shares and shared dispositive power with respect to 385,187 shares.
|
(19)
|
Includes shares held or controlled by BlackRock, Inc. and its subsidiaries, including BlackRock Japan Co. Ltd, BlackRock Advisors, LLC, BlackRock Asset Management Deutschland AG, BlackRock Institutional Trust Company, N.A., BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, BlackRock Asset Management Canada Limited, BlackRock Financial Management, INc. BlackRock Capital Management, Inc., 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 29, 2018 by BlackRock, Inc. for the period ended December 31, 2017. BlackRock reported sole voting power with respect to 12,407,692 shares and sole dispositive power with respect to 14,337,696 shares.
|
(20)
|
Includes shares held or controlled by FMR LLC. Based on Schedule 13G filed on February 13, 2018 by FMR for the period ended December 31, 2017, FMR reported sole voting power with respect to 1,579,073 shares and sole dispositive power with respect to 16,024,258 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)
|
|
2,005,191
|
|
|
$
|
66
|
|
|
21,432,086
|
|
Plans not approved by security holders
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(a)
|
Amounts represent outstanding options, restricted stock units and deferred (“phantom”) shares as of February 3, 2018.
|
(b)
|
Not included in the calculation of weighted-average exercise price are (i) 1,522,815 restricted stock units and (ii) 203,286 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 21,432,086 shares remaining available for future issuance, 3,139,509 represent the number of shares remaining available for future issuance under our Employee Stock Purchase Plan as of February 3, 2018.
|
(1)
|
Equity-based plans approved by our shareholders include: the 2003 Non-Employee Director Stock Option Plan, the 2013 Director Deferred Compensation Plan, the 2015 Employee Stock Purchase Plan (which replaced a predecessor plan), and the Omnibus Incentive Plan (which replaced the 2003 Equity Incentive Plan and the 2004 Executive Officer Equity Plan.
|
(2)
|
Does not include 243,993 shares to be issued upon the exercise of options with a weighted-average exercise price of $74.88, and 2,437restricted stock units that were granted under the 2006 Incentive Plan assumed by us in connection with our merger with Family Dollar.
|
|
Fiscal 2017
|
|
Fiscal 2016
|
||||
|
|
|
|
||||
Audit fees
|
$
|
3,273,328
|
|
|
$
|
3,393,955
|
|
Audit-related fees
(a)
|
41,000
|
|
|
63,300
|
|
||
Tax fees
|
—
|
|
|
—
|
|
||
All other fees
(b)
|
13,000
|
|
|
—
|
|
||
Total fees
|
3,327,328
|
|
|
3,457,255
|
|
|
(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.
|
(b)
|
Fees related to agreed upon procedures.
|
|
|
By order of the Board of Directors,
|
|
|
|
|
|
William A. Old, Jr.
|
|
|
Corporate Secretary
|
|
|
|
Chesapeake, Virginia
|
|
|
May 3, 2018
|
|
|
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