UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON
D.C. 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): March 18, 2009
DOLLAR
TREE, INC.
(Exact
name of registrant as specified in its charter)
VIRGINIA
(State or
Other Jurisdiction of Incorporation)
|
0-25464
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26-2018846
|
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
500 Volvo
Parkway
Chesapeake,
VA 23320
(Address
of Principal Executive Offices and Zip Code)
(757)
321-5000
(Registrant’s
Telephone Number, Including Area Code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02. Departures of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) Compensatory
Arrangements.
On March
18, 2009, the Compensation Committee of the Board of Directors of Dollar Tree,
Inc. conducted its annual review of the base salaries and incentive compensation
of the Company’s executive officers.
Base Salaries for fiscal
2009: The Committee approved the annual base salaries for the Company’s
Named Executive Officers as shown in the following table. These base
salaries were not increased in fiscal 2009.
|
Name
|
Position
|
Base
Salary
|
|
Bob
Sasser
|
President,
Chief Executive Officer
|
$850,000
|
|
Gary
M. Philbin
|
Chief
Operations Officer
|
$500,000
|
|
Kevin
S. Wampler
|
Chief
Financial Officer
|
$425,000
|
|
Robert
H. Rudman
|
Chief
Merchandising Officer
|
$425,000
|
|
Macon
F. Brock, Jr.
|
Chairman
of the Board
|
$200,000
|
Annual Incentive Bonus for fiscal
2008 and fiscal 2009: The Committee authorized the payment of
annual cash bonus awards to certain of the Company’s Named Executive Officers
for fiscal year 2008 which ended on January 31, 2009. The Committee
reaffirmed without change the target bonus levels of 100% of salary for the
Chief Executive Officer, 50% of salary for the Chief Operating Officer, Chief
Financial Officer and Chief Merchandising Officer, and established the target
bonus and performance goals for fiscal year 2009. Consistent with
past practice, 85% of the award is based on the Company’s earnings per share and
15% is based on the officer achieving personal performance goals. The
following table sets forth the bonus payments for fiscal 2008 and bonus target
for fiscal 2009:
|
Name
|
Position
|
Bonus
Target
Fiscal
2009
|
Bonus
Payments
Fiscal
2008
|
|
Bob
Sasser
|
President,
Chief Executive Officer
|
$850,000
|
$1,134,665
|
|
Gary
M. Philbin
|
Chief
Operating Officer
|
$250,000
|
$328,839
|
|
Kevin
S. Wampler
|
Chief
Financial Officer
|
$212,500
|
*
|
|
Robert
H. Rudman
|
Chief
Merchandising Officer
|
$212,500
|
$280,629
|
|
Macon
F. Brock, Jr.
|
Chairman
of the Board
|
*
|
*
|
* Kevin Wampler joined the
Company in December 2008 and was not eligible to receive an annual incentive
bonus for fiscal 2008. Macon Brock does not receive annual incentive
bonuses.
The bonus
target for fiscal 2009 assumes that the Company achieves 100% of its earnings
per share goal and the executive achieves 100% of the personal performance
goals. Within certain limits, if the Company exceeds (or does not
meet) its earnings per share goal, the executive’s bonus can exceed (or fall
below) the bonus target set forth above.
Prior Year Equity Awards: The
Committee reviewed the performance requirements relating to performance-based
restricted stock units and options previously awarded in fiscal
2008. The Committee determined that the target level of earnings per
share for fiscal 2008 had been met. However, these awards do not vest
until the end of the service period on February 14, 2010. Should they
meet the service requirements, Bob Sasser will receive 34,000 restricted stock
units, Gary Philbin will receive 52,500 options and Robert Rudman will receive
17,000 restricted stock units.
Current Year Equity Award:
The Committee approved the grant, effective April 1, 2009, of performance based
awards to certain named executive officers of the Company. The
Committee approved the grant of 50,000 restricted stock units to Bob Sasser;
18,000 restricted stock units to Gary Philbin; 15,000 restricted stock units to
Kevin Wampler; and 15,000 restricted stock units to Robert
Rudman. The units vest ratably over three years in one year
increments and are subject to the Company achieving a target level of earnings
per share in fiscal 2009. The Committee also approved a performance based award
of 8,000 restricted stock units to Macon F. Brock, Jr. The
performance measure is the same as for the other named executive officer awards
referenced above and these units will vest at the time the Committee certifies
that the target earnings per share for fiscal 2009 has been met.
Each of
the above-referenced shares, was awarded under either the Company’s 2004
Executive Officer Equity Plan or the 2003 Equity Incentive Plan, as applicable,
both approved by the shareholders.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
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DOLLAR
TREE, INC.
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Date:
March 24, 2009
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By:
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/s/ Kevin S. Wampler
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Kevin
S. Wampler
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Chief
Financial Officer
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