After experiencing a corporate shakeup due to the actions of an activist investor, Dollar Tree has announced its board of directors has unanimously approved additional amendments to the company’s by-laws and corporate governance guidelines in an effort to strengthen stockholder rights and enhance the ability of stockholders to engage with the company.
The company amended its by-laws to move the advance notice time period for shareholder nominations of directors and the proposal of business closer to the annual meeting date. In addition, the company stated it plans to include a proposal in its proxy statement for the 2022 annual meeting to amend its articles of incorporation to permit stockholders that own 15% or more of the company’s common stock to call a special meeting.
Dollar Tree also noted it amended its corporate governance guidelines to refine the policy on director overboarding. Under the new policy, director candidates generally should not serve on more than four public company boards; or if the candidate serves as the chief executive officer of a public company, the candidate generally should not serve on more than two public company boards other than that of Dollar Tree.
The board also approved updates to the charters of the nominating and governance and compensation committees and adopted charters for the newly-formed sustainability and corporate social responsibility committee and finance committee. These charters are aimed at clarifying and enhancing the roles of these key independent board committees in accordance with corporate governance best practices, Dollar Tree indicated.
Edward Kelly, III, the lead independent director and chair of the nominating and governance committee, said, “The board believes that implementing these corporate governance changes will not only empower stockholders to engage with the company but will allow them to do so more efficiently and conveniently. These policies further represent Dollar Tree’s commitment to preserving stockholders’ rights to elect the directors they wish to represent the company. While we are making this announcement today, we plan to continue to assess additional governance changes.”
