DLTR Dollar Tree Inc

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on
Thursday, June 10, 2021

To Our Shareholders:

              In light of the ongoing public health impact of the Coronavirus disease (COVID-19) pandemic, we have decided to hold our annual meeting this year in a virtual format to avoid the need for in-person shareholder attendance, as we are committed to the health and well-being of our employees and shareholders. As a result, the entire meeting will be held online and there will be no physical location for shareholders to attend. Shareholders may participate in the annual meeting on Thursday, June 10, 2021 at 8:00 a.m. Eastern Time by logging in at:

www.virtualshareholdermeeting.com/DLTR2021

Shareholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. During the meeting, shareholders will be able to listen, vote and submit questions from any location using any internet-connected device. You may submit questions in advance of the meeting at www.proxyvote.com after logging in with your control number. Questions may also be submitted during the annual meeting through www.virtualshareholdermeeting.com/DLTR2021. To be admitted to the annual meeting, you must enter the control number found on your proxy card, voting instruction form or notice.

              The following items of business are on the agenda for the annual meeting:

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To elect eleven director nominees to the Company's Board of Directors ("Board") 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 2021;



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To approve the Company's 2021 Omnibus Incentive Plan; and



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To act upon any other business that may properly come before the meeting or any adjournments or postponements thereof.

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              Shareholders of record at the close of business on April 9, 2021 will receive notice of and be allowed to vote at the annual meeting.

              We have elected to distribute our proxy materials primarily over the Internet rather than mailing paper copies of those materials to each shareholder. We believe this will increase shareholder value by decreasing our printing and distribution costs, reducing the potential for environmental impact by conserving natural resources, and allowing for convenient access to and delivery of materials in an easily searchable format. If you would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials that is being mailed to our shareholders on or about April 30, 2021.

              Your vote is important to us. To ensure the presence of a quorum at the annual meeting, we encourage you to read the proxy statement and then vote your shares promptly by Internet, by phone or by signing, dating and returning your proxy card (if you request a paper copy). Sending in your proxy card will not prevent you from voting your shares at the annual meeting, as your proxy is revocable at your option.

		By Order of the Board of Directors
		WILLIAM A. OLD, JR. Corporate Secretary
		Chesapeake, Virginia April 23, 2021

IMPORTANT NOTICE ABOUT THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 10, 2021

The Company's proxy statement and annual report to shareholders for the fiscal year ended January 30, 2021 are available at https://www.dollartreeinfo.com/investors/financial/annuals.

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OUR BOARD AND CORPORATE GOVERNANCE

The Work of the Board

              Our Board of Directors is highly engaged and focused on strategy and the best use of capital to maximize shareholder value. The Board is also committed to having highly qualified and diverse directors with varying experiences, skills and perspectives to accomplish that goal. In fiscal 2020, the Board met nine (9) times, the Nominating, Governance and Sustainability Committee met five (5) times, the Audit Committee met eight (8) times and the Compensation Committee met ten (10) times.

              Each year, strategy and capital allocation are a primary focus of the Board, which regularly reviews a wide array of strategic choices. The Board continues to have robust discussions regarding the Company's long-term strategic plans, most recently in 2021, and believes that the existing strategic plan provides the foundation for long term sustainable growth and shareholder value.

              Additionally, the Board plays a critical role in overseeing enterprise risk, primarily through the work of its committees, which report matters relating to their areas of responsibility back to the full Board. Our Board has been engaged with management and has overseen the Company's actions in response to the COVID-19 pandemic and its impact on the Company and its stakeholders.

              In March 2021, the Board's Nominating and Corporate Governance Committee changed its name to Nominating, Governance and Sustainability Committee to reflect its integral and enhanced role in the oversight of the Company's strategy and risks relating to ESG and sustainability. In carrying out its expanded role, the Committee is responsible for developing and recommending policies and procedures relating to the environment, human rights, labor, health and safety, workforce diversity, supply chain, governance and similar matters affecting Company stakeholders and increasing stakeholder transparency into such policies The Board, through its Compensation Committee, expanded its responsibilities to include the oversight of the Company's strategies and policies related to human capital management, including with respect to diversity, equity and inclusion, workplace environment and culture, and talent development and retention.

              More particularly, in March 2020, the Board determined that it would be in the best interest of the Company and its stakeholders to prepare a report evaluating the challenges posed by climate change to our continued ability to create sustainable shareholder value. The Company engaged with certain of its institutional shareholders on this topic over the past several months and hired a consultant to assist the Company with the expanded corporate sustainability report that was published in April 2021.

Board Self-Assessment and Skills Matrix

              The Board is committed to ensuring it has a relevant diversity of skills and experience to oversee the Company, its management, its strategic plan and the execution of that plan. Expertise in retail investments, retail operations, retail merchandising, retail supply chain, change and risk management, capital markets, finance, accounting, technology, e-Commerce, marketing, human resource and talent development are important to our Board oversight. This expertise can be gained in a variety of ways, such as being the chief executive officer of a public retailer, serving as a member of the board or in the "C" suite, or managing private equity investments. We regularly evaluate candidates that can provide new voices and additional perspectives which will be relevant to the Company as its strategic plan continues to evolve.

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              The Board's annual self-evaluation led by the Nominating, Governance and Sustainability Committee is the foundation of our skills assessment process. Through the evaluation, the Board assesses its composition, processes, committee structure and composition, meetings and overall effectiveness. The directors provide feedback on the Board and its committees through questionnaires, and the results are aggregated on an anonymous basis to encourage candor among the directors. The Nominating, Governance and Sustainability Committee presented a summary of the results to the Board and key insights from the assessment were discussed during the March 2021 Committee and Board meetings. As a result of its assessment, the Board determined that our director nominees, as a group, represent an effective mix of skills, experiences, diversity and fresh perspectives.

              The table below summarizes the key skills, experiences, diversity and other qualifications of our nominees for director. The director biographies beginning on page 7 describe each nominee's background and relevant experience in more detail.

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*

The information in the table above does not include Mr. Saunders or Dr. Zeithaml who plan to retire at the 2021 annual meeting.

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Director Refreshment and Tenure

              In 2019, the Board, in consultation with SpencerStuart, adopted a waterfall strategy where each year beginning in 2020, as our newer members continue to gain needed experience, we expect to engage thoughtfully in additional Board refreshment. Our goal is to reach and thereafter maintain a relatively balanced mix of short, medium and long-term tenured directors. The Board, through its Nominating, Governance and Sustainability Committee, launched a formal search to find a diverse candidate to replace Conrad Hall, who retired in June 2020. As a result of this search, the Board appointed Winnie Park in December 2020. Ms. Park is a Chief Executive Officer with deep experience in retail, brand-building, omni-channel and merchandising and she brings a diverse perspective to the Board. The Board continues to make progress on its waterfall strategy with the recent announcement of Mr. Saunders and Dr. Zeithaml's retirement at the 2021 annual meeting.

              Since 2016, Dollar Tree has added six highly qualified independent directors to its Board and plans to continue its multi-year effort to achieve a "fit-for-purpose" Board. Following the annual meeting, the tenure profile of our Board will reflect a balanced mix of short, medium and long-tenured directors with four (4) directors having two (2) years or less in tenure, three (3) between three (3) to five (5) years in tenure and four (4) with over ten years.

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THE BOARD AND ITS COMMITTEES

              The Board of Directors currently consists of 13 directors who are elected annually. The Board has re-nominated all current directors for appointment as directors to serve for a one-year term, except for Thomas A. Saunders III and Carl P. Zeithaml who are retiring from the Board when their terms expire at the 2021 annual meeting of shareholders. The size of the Board will be reduced from 13 directors to 11 directors effective as of the annual meeting.

              The Board of Directors has three standing committees, each comprised solely of independent directors: the Audit Committee, the Compensation Committee and the Nominating, Governance and Sustainability Committee. The charters of our Board committees are available on our corporate website, at www.dollartreeinfo.com/investors/corporate.

              Current committee assignments are as follows:

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Audit Committee

              At each regular meeting, the Audit Committee meets in executive sessions with the Company's independent auditors, Chief Legal Officer, Vice President—Internal Audit, Chief Financial Officer and Senior Vice President—Principal Accounting Officer to discuss accounting principles, financial and accounting controls, the scope of the annual audit, internal controls, regulatory compliance and other matters. The independent auditors have complete access to the Audit Committee without management present to discuss the results of their audits and their opinions on the adequacy of internal controls, quality of financial reporting and other accounting and auditing matters.

              Key functions of this committee include:

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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 and discussing the Company's practices with respect to risk assessment and risk management, including financial, operational, information security, data privacy, business continuity and legal and regulatory risks;



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reviewing our quarterly and annual financial statements;



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reviewing the audit efforts of our independent auditors and internal audit department;



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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.

              The Audit Committee met eight (8) times in 2020. In addition, the Chair of the Committee conducted periodic updates with the independent auditors and/or financial management.

              All members of the Audit Committee during 2020 met the independence requirements and of the NASDAQ Stock Market and regulations of the Securities and Exchange Commission. The report of the Committee can be found beginning on page 106.

Compensation Committee

              The Compensation Committee sets all elements of compensation for our named executive officers based upon consideration of their contributions to the development and operating performance of the Company, and is primarily responsible for monitoring risks relating to the Company's compensation policies and practices to determine whether they create risks that are reasonably likely to have a material adverse effect on the Company.

              Key functions of this Committee include:

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overseeing our compensation and benefit practices;

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establishing the compensation arrangements for our executive officers;



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overseeing the Company's strategies and policies related to human capital management, including with respect to matters such as diversity, equity and inclusion, workplace environment and culture, and talent development and retention;



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reviewing at least semi-annually the Company's initiatives related to human capital management, diversity, equity and inclusion programs and other workforce initiatives;



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reviewing and discussing with management key human capital metrics that may be used by the Company;



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administering our executive compensation plans and Employee Stock Purchase Plan;



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administering and considering awards under our equity-based compensation plans; and



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reviewing annually executives' stock ownership levels to ensure compliance with the Company's executive ownership policy.

              The Compensation Committee met ten (10) times in 2020. In addition, the Chair separately engaged in numerous in-depth discussions with members of management.

              All members of the Compensation Committee during 2020 met the independence requirements of the NASDAQ Stock Market and regulations of the Securities and Exchange Commission. The report of the Committee, together with our Compensation Discussion and Analysis and information regarding executive compensation, can be found beginning on page 46.

Nominating, Governance and Sustainability Committee

              The purpose of the Nominating, Governance and Sustainability Committee is to advise the Board of Directors on the composition, organization and effectiveness of the Board and its committees and on other issues relating to the corporate governance of the Company. The Committee is also responsible for monitoring and evaluating the Company's sustainability and ESG risks affecting its stakeholders. The Committee's primary duties and responsibilities include:

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recommending 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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if the Chairman of the Board is not independent, recommending an independent director to be elected as Lead Director;



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recommending nominees to be appointed by the Board to fill interim director vacancies;



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reviewing periodically the membership and Chair of each committee of the Board and recommending committee assignments to the Board, including rotation or reassignment of any Chair or committee member;



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reviewing and resolving requests for waivers from directors of any provision of the Company's Code of Conduct;

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monitoring current developments in regulations and best practices concerning corporate governance and the duties and responsibilities of each director;



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reviewing and assessing the adequacy of our Corporate Governance Guidelines and recommend changes to the Board;



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conducting an annual performance self-evaluation of the corporate governance and nominating functions of the Committee, establishing criteria and processes for, and leading the Board in, the Board's annual performance self-evaluation, and conducting an annual review of each of the directors on the Board;



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overseeing and reviewing the Shareholder Engagement Policy and reporting and recommending any proposed changes to such policy to the Board for approval, monitoring the process for shareholders to communicate with the Board, and assessing and recommending action on any matters raised in such communications relating to governance topics;



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at least semi-annually, evaluating, discussing, and, as appropriate, directing the disclosure of the Company's risks relating to corporate social responsibility and sustainability, including the environment, human rights, labor, health and safety, workforce diversity, supply chain, governance and similar matters affecting Company stakeholders ("Sustainability Risks");



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reviewing and overseeing our governance structure and other facets of the Company's corporate governance, including the structure of the Board, provisions of the Company's articles and bylaws, arrangements containing provisions that become operative in the event of a change in control of the Company and other documents, policies and procedures in the governance framework;



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recommending 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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reviewing annually the directors' stock ownership levels to ensure compliance with our director target ownership policy; and



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monitoring annually the education of Board members on matters related to their service on the Board.

              The Committee's primary duties and responsibilities in the area of sustainability and environmental, social and governance ("ESG") oversight are to:

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oversee the Company's strategy on ESG and sustainability and develop and recommend to the Board policies and procedures relating to the Company's ESG and sustainability activities;



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oversee the Company's systems for evaluating materials risks and opportunities related to ESG and sustainability matters;



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oversee the Company's approach to shareholder and stakeholder engagement on ESG and sustainability matters;

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oversee external disclosures relating to material ESG and sustainability matters;



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receive periodic reports from management regarding the identification, evaluation, management and mitigation of Sustainability Risks;



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receive periodic reports from management regarding the Company's policies and procedures to prevent and mitigate Sustainability Risks, specifically to include the following Company communications:

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Environmental Policy;

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Human Rights Policy;

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Occupational Health and Safety Policy;

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Vendor Code of Conduct;

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Political Contribution and Expenditure Policy Statement; and

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Corporate Sustainability Report;

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receive periodic reports from management regarding the Company's efforts to increase transparency into the Company's policies on Sustainability Risks for all Company stakeholders;



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receive periodic reports from management regarding the Company's efforts to use as a resource in addressing Sustainability Risks relevant recommendations from national and international protocols including:

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Sustainability Accounting Standards Board;

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Task Force on Climate-related Financial Disclosures;

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United Nations Universal Declaration of Human Rights;

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United Nations Guiding Principles on Business and Human Rights; and

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OECD Guidelines for Multinational Enterprises.

              The Nominating, Governance and Sustainability Committee met on five (5) occasions in 2020. During 2020, the Committee continued to review potential candidates for Board seats in order to further enhance the Board's effectiveness, and one new director and one new Committee Chair were appointed during this period. For further information on the Committee, please see "How Nominees to our Board are Selected" beginning on page 40.

Meetings of the Board of Directors

              The Board of Directors has scheduled four regular meetings in 2021 and recently held one of these meetings in March 2021. The Board will hold special meetings when Company business requires. During 2020, the Board held nine (9) meetings. Informational update calls are periodically conducted during the year. Each member of the Board attended more than 75% of all Board meetings and meetings of committees of which he or she was a member.

              We expect each of our directors to attend the annual meeting of our shareholders. All of the then incumbent directors were in attendance at the 2020 virtual annual meeting of our shareholders.

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Independence

              Dollar Tree is committed to principles of good corporate governance and the independence of a majority of our Board of Directors from the management of our Company. The following eleven directors have been determined by our Board to be independent directors within the applicable listing standards of the NASDAQ Stock Market throughout 2020: Arnold S. Barron, Gregory M. Bridgeford, Thomas W. Dickson, Lemuel E. Lewis, Jeffrey G. Naylor, Winnie Y. Park (since appointment in December 2020), Thomas A. Saunders III, Stephanie P. Stahl, Carrie A. Wheeler, Thomas E. Whiddon and Carl P. Zeithaml.

              All members of our Audit Committee, our Compensation Committee and our Nominating, Governance and Sustainability Committee are independent under NASDAQ listing standards. Our Board has reviewed the various relationships between members of our Board and the Company and has affirmatively determined that none of our directors or nominees has material relationships with Dollar Tree, other than Messrs. Witynski, Philbin and Sasser, who are or were members of management. See "Certain Relationships and Related Transactions" on page 94 for further information.

              If the slate of directors proposed to be elected at the 2021 annual meeting of shareholders is elected, all committees of our Board will continue to be comprised solely of independent directors. The basis for an independence determination by our Board is either that the director has no business relationship other than his or her service on our Board, or that while a director may have some involvement with a Company or firm with which we do business, our Board has determined that such involvement is not material and does not violate any part of the definition of "independent director" under NASDAQ listing standards. None of our current executives sit on any of our committees.

              At the regular meetings of our Board of Directors, a private session, without management present, is conducted by the non-management members of our Board.

Board Leadership Structure

              Our Executive Chairman is a former Chief Executive Officer of the Company. As we have successfully done in the past, our executive leadership succession plan calls for the former Chief Executive Officer to spend a period as Executive Chairman, supporting and guiding the new Chief Executive Officer. Because our Executive Chairman is thus not independent, our independent directors elect an independent Lead Director, as required under our Corporate Governance Guidelines. In March 2019, Gregory M. Bridgeford was elected as independent Lead Director by the independent directors. Under our guidelines, the Lead Director has clearly defined and robust leadership authority and responsibilities, including:

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conferring regularly with the Chief Executive Officer and Executive Chairman;



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supporting a strong Board culture and encouraging director participation by fostering an environment of open dialogue and constructive feedback among the directors and facilitating communication across Board committees and among the Executive Chairman, the Chief Executive Officer, the Board as a whole and Board committees;



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communicating feedback from the Board regarding the Chief Executive Officer's performance;

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setting the agenda for and presiding over executive sessions of solely independent directors, and with the power to call meetings of the independent directors, with the expectation that the Lead Director will also coordinate feedback and follow-up as appropriate with the Executive Chairman and Chief Executive Officer, the chairpersons of relevant Board committees and other directors, as appropriate, concerning matters discussed among the independent directors;



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advising the Executive Chairman and Chief Executive Officer as to the Board's information needs and work with the Executive Chairman and Chief Executive Officer as needed to coordinate and provide direction, feedback, changes, input and approval regarding Board meeting agendas, schedules and materials in order to support Board deliberations and enable sufficient time for discussion of all agenda items;



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assisting the Chief Executive Officer and Executive Chairman with issues that concern the Board;



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remaining well-informed about senior management and succession plans;



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facilitating director input and discussion regarding the Company's strategy, performance and risks to the business;



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facilitating as appropriate the responsibilities of the Board, the committees of the Board and senior management, and



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being available, consistent with the Shareholder Engagement Policy described beginning on page 34, for consultation and direct communication with shareholders when appropriate.

              The Board has determined that its current leadership structure is the most appropriate for Dollar Tree and its shareholders. As part of the Company's ongoing commitment to corporate governance, the Board periodically considers its leadership structure and the role of the Lead Director.

Director Stock Holding Requirements

              In March 2019, the Board enhanced its stock ownership guidelines to require that each director should hold Dollar Tree stock worth no less than four (4) times the annual cash retainer paid to directors, valued on the date such director acquired the stock. Vested stock or stock units beneficially owned by the director, including stock or stock units held in the 2013 Director Deferred Compensation Plan, are counted in meeting the guidelines.

              As of April 2021, all of our directors owned shares in excess of the amount required by the new guidelines, with the exception of certain of our newer members: Thomas W. Dickson, Winnie Y. Park, Stephanie P. Stahl and Carrie A. Wheeler. Under our policy, each director has a grace period of five (5) years after he or she is first elected to the Board to meet the director stock holding requirements. Consistent with prior years, despite the directors owning shares in excess of this guideline, a majority of the directors have consistently chosen to defer a meaningful portion of their annual cash retainer as shares of common stock or as options, ranging from 60% to 100% of total compensation for participating directors during 2020.

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Majority Voting in Uncontested Election of Directors

              Our bylaws provide for majority voting in uncontested director elections. Consequently, a director-nominee will be elected by a majority of votes cast in uncontested director elections and by a plurality of votes in contested elections.

              In addition, our Corporate Governance Guidelines also set forth our procedure if a director-nominee does not receive a majority of the votes cast in an uncontested election. Prior to an election, each director-nominee submits a resignation letter, contingent upon such individual failing to receive more than 50% of the votes cast in an uncontested election. In such event, the resignation would be considered by the Nominating, Governance and Sustainability Committee, which would recommend to the Board what action to take with respect to the resignation.

Board's Role in Risk Oversight

              The Board of Directors is actively involved in overseeing enterprise risk, primarily through the assistance of its committees, which address the risks within their areas of responsibility as provided in the committee charters or otherwise delegated by the Board to those committees. Each committee reports matters relating to risk to the full Board. In addition, the Lead Director is responsible for facilitating director input and discussion regarding risks to the Company's business.

              The Audit Committee has a key role in the assessment of risks related to our business. At least semi-annually, the Audit Committee reviews and discusses with senior management the Company's major risk exposures, including financial, operational, information security, data privacy, business continuity and legal and regulatory risks, the steps the Company has taken to identify, monitor and control such exposures, and the Company's risk assessment and risk management policies, including mitigation strategies. This includes a review and discussion of the Company's annual risk assessment conducted by the Internal Audit Department, which conducts an annual investigation and evaluation of enterprise risk focusing on areas that are essential to the successful operation of the Company. The Audit Committee engages in dialogue and receives updates at or between its meetings from the Vice President of Internal Audit, the Chief Financial Officer, Chief Legal Officer and the Chief Executive Officer on matters related to risk. The Audit Committee shares appropriate information with the Board, either at its next meeting or by other more immediate communication.

              The Nominating, Governance and Sustainability Committee oversees the Company's risks relating to ESG and sustainability, including the environment, human rights, labor, health and safety, workforce diversity, supply chain, governance and similar matters affecting Company stakeholders. In carrying out its oversight role, the Committee is responsible for developing and recommending to the Board policies and procedures relating to sustainability risks. The Chief Executive Officer and other members of management are responsible for assessing on an ongoing basis the Company's sustainability risks and providing regular reports to the Nominating, Governance and Sustainability Committee and/or the Board on the identification, evaluation, management and mitigation of those sustainability risks.

              The Compensation Committee, in setting executive compensation, considers risks that may be implicated by our compensation programs and endeavors to set executive compensation at a level that creates incentives to achieve long-term shareholder value without encouraging excessive risk-taking to achieve short-term results. The Committee also oversees the Company's human capital management strategies and policies and considers related risks.

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Information Security Risk Management

              The Audit Committee oversees the Company's risks relating to information security and data privacy. Two members of the Audit Committee have cybersecurity experience obtained through their professional work experiences. At least semi-annually, the Audit Committee is responsible for reviewing and discussing with management the Company's risk exposures related to information security and data privacy. These management updates are designed to inform the Audit Committee of any potential risks relating to information security or data privacy as well as any relevant mitigation or remediation tactics being implemented.

              To more effectively prevent, detect and respond to information security threats, the Company has a dedicated Chief Information Security Officer (CISO) whose team is responsible for our overall information security, cyber risk, and business continuity programs. The CISO reports to the Chief Information Officer and serves as the designated executive leader for cyber or data-related incident response activities. The CISO regularly and routinely reviews our security model and its practices and future initiatives with external auditors to ensure alignment with industry best practices, changes in audit compliance requirements, and adherence to planned business objectives. The CISO provides an annual report directly to executive management and the Board on the State of Information Security, and meets annually with our Chief Executive Officer to review information security matters.

              We regularly conduct internal reviews and work with third-parties to identify and manage information security risks. We have an annual PCI-DSS assessment conducted by certified PCI-DSS Internal Security Assessors. External network review and penetration activities are conducted by an independent penetration examining firm. We also have an overall assessment and penetration evaluation led by external consulting firms each year.

              All associates receive information security training on protecting corporate data and digital assets. This training encompasses everything from password protection and social media expectations to physical asset protections. Targeted training is also provided on topics such as, but not limited to, phishing, secure application development, social media, and fraud.

              In addition to managing our internal information security risk programs, we maintain cyber risk insurance as part of our risk mitigation efforts. These policies are annually reviewed by industry underwriters at which time our security practices, programs, processes, and procedures are evaluated for purposes of determining our insurability.

              We have not experienced any computer data security breaches in the past three years as a result of a compromise of Dollar Tree or Family Dollar information systems. As a result, we did not incur any expenses, penalties or settlements relating to an information security breach of our systems during this period. In fiscal year 2020, there was a security incident suffered by a third-party service provider that affected the information of a small number of our associates. To resolve this issue, we worked with the third party and its forensics investigating firm, and appropriately notified affected associates and required state regulatory agencies. We incurred out-of-pocket expenses of approximately $23,000 in connection with the third-party incident.

Sustainability

              Dollar Tree is concerned about and committed to environmental sustainability, product safety, human rights and human capital management, and continues to enhance its efforts in these areas. From its beginning over thirty years ago, we have operated our business with integrity and

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concern for others. We are focused each day on promoting a welcoming and safe environment for our customers and associates. The principles that guide us are ingrained in our people and our operations. From the global impact of climate change to the safety of the products we sell to our concern for the individuals who make them, Dollar Tree strives to stay focused on these values.

Board and Management Oversight of Sustainability

              Our Board and management recognize the importance of assessing and planning for the potential impact of climate change and other sustainability risks on our business. This is an important part of the Board's enhanced ESG oversight that was implemented in 2020, including formalizing the responsibilities of the Nominating, Governance and Sustainability Committee in monitoring and evaluating the Company's sustainability and ESG risks affecting our stakeholders.

              Under its charter, the Nominating, Governance and Sustainability Committee has the lead role in overseeing the Company's risks and reporting related to ESG matters and sustainability. One of the Committee's primary duties and responsibilities is to at least semi-annually, evaluate, discuss, and, as appropriate, direct the disclosure of the Company's risks relating to corporate social responsibility and sustainability, including the environment, human rights, labor, health and safety, workforce diversity, supply chain, governance and similar matters affecting our stakeholders. The Committee also is responsible for developing and recommending to the Board policies and procedures relating to the Company's ESG and sustainability activities. This includes, among other things, directing senior management to assess on an ongoing basis the Company's sustainability risks, drafting or revising policies and procedures to prevent and mitigate sustainability risks, increasing transparency into the Company's policies on sustainability risks for all Company stakeholders, and providing regular reports to the Nominating, Governance and Sustainability Committee and/or the Board on the identification, evaluation, management and mitigation of sustainability risks including any which may arise in the future.

              In addition, as part of our commitment to sustainability, the Company formed an executive Sustainability Committee in 2020 that includes leaders from various key departments in the organization who will assist senior management and the Board in focusing our efforts on the sustainability issues that affect the Company.

Enhanced Sustainability and Climate Change Reporting

              We recognize that sustainability reporting is an area of interest for our stakeholders. The Board has included, as part of the 2021 Corporate Sustainability Report, disclosure regarding how we are aligning our long-term business strategy with the projected long-term constraints posed by climate change. For the first time, Dollar Tree has partnered with outside experts to define and measure its carbon emissions footprint, to set long-term greenhouse gas (GHG) emissions goals, and to prepare a formal climate disclosure report. Over the coming months and years, our goals and disclosures around environmental sustainability will continue to develop in response to our continued analysis and learning around climate change initiatives and renewable energy, anticipated governmental and regulatory requirements, and the demonstrated strong concerns of our customers and shareholders.

              Our initial climate-related goals include:

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Beginning in 2022, all new stores will meet our In-Store Energy Efficiency Standard.

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By 2031, we will reduce Scope 1 and 2 greenhouse gas emissions by 25% per square foot across our retail stores, distribution centers and Store Support Center.



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We are committed to engaging with our top suppliers to understand their sustainability commitments. We target 75% of our supplier spend for merchandise to be with companies which have measurable greenhouse gas reduction or renewable energy targets by 2031.

              In developing our sustainability disclosures, we took into account shareholder input and prior voting results, including the passage of the shareholder proposal at our 2020 annual meeting requesting that the Company prepare a report "that describes how it is aligning its long-term business strategy with the projected long-term constraints posed by climate change" and "[t]he report should be prepared at reasonable expense and may exclude confidential information." The disclosure: (i) describes our long-term corporate strategy development process relative to climate change; (ii) summarizes the specific tasks performed by the Board and management in the course of this strategy development; and (iii) describes long-term goals for greenhouse gas reduction. The Board anticipates that this disclosure will continue to be valuable both for ongoing Board discussions of strategic matters and as a focal point for engaging with our stakeholders on matters of corporate sustainability and Board oversight.

Environmental Sustainability Initiatives

              Dollar Tree is focused on pursuing meaningful initiatives that minimize our environmental impact while reducing costs and driving efficiency, which we believe reduces risk and ultimately ensures the creation of sustainable shareholder value.

              While we have been focused on reducing our energy use and greenhouse gas (GHG) emissions for many years, 2020 marked the first year that we prepared a comprehensive GHG inventory to measure our carbon footprint to establish an initial baseline. We used the World Resources Institute's GHG Protocol Corporate Accounting and Reporting Standard to calculate metric tons of greenhouse gas emissions (Scope 1, 2 and select Scope 3) and energy. Our energy and GHG emissions come from the energy we consume across our stores and distribution centers, the emissions associated with the production of the goods we sell and the transportation of those goods from our suppliers to our stores.

              Having adopted our initial climate-related goals (see the prior section on page 30) in 2021, we are undertaking a variety of initiatives to achieve a reduction in our per-square-foot GHG emissions and to target our spend with merchandise suppliers with a similar commitment. These initiatives include the following:

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Because electricity consumption constitutes the largest component of our operational footprint, since 2012 we have installed LED lighting in new stores and distribution centers, implemented an energy management system across our stores, replaced or serviced aging freezers with EPA-compliant refrigerants, installed energy-efficient HVAC units, and optimized our electric forklift fleet.



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We have developed a Dollar Tree In-Store Energy Efficiency Standard for all new stores, relocations, or expansion projects. Beginning in 2022, all new stores will be equipped with LED lighting, have a cool roof system, which has a higher solar reflectance and higher thermal emittance than standard roofs, install low emissivity glass windows, utilize low energy hand dryers and motion detected occupancy sensors in restrooms, use high

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efficiency HVAC units, have a cardboard baler or cardboard recycling container available, and implement water saving features.

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We are evaluating the use of renewable energy to lower our carbon footprint, including the possibility of utilizing renewable energy transactions, such as Virtual Power Purchase Agreements.