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 17, 2010
DOLLAR
TREE, INC.
(Exact
name of registrant as specified in its charter)
VIRGINIA
(State or
Other Jurisdiction of Incorporation)
|
0-25464
|
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
17, 2010, 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: After not
increasing salaries for the Company’s Named Executive Officers in fiscal 2009,
the Committee approved the following annual base salaries for the Company’s
Named Executive Officers for fiscal 2010.
|
Name
|
Position
|
Base
Salary
|
|
Bob
Sasser
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President,
Chief Executive Officer
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$1,000,000
|
|
Gary
M. Philbin
|
Chief
Operations Officer
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$590,000
|
|
Kevin
S. Wampler
|
Chief
Financial Officer
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$450,000
|
|
Robert
H. Rudman
|
Chief
Merchandising Officer
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$510,000
|
|
Stephen
W. White
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Chief
Logistics Officer
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$345,000
|
Annual Incentive Bonus for fiscal
2009 and fiscal 2010: The Committee authorized the payment of
annual cash bonus awards to certain of the Company’s Named Executive Officers
for fiscal year 2009 which ended on January 30, 2010. 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, Chief Merchandising Officer and Chief Logistics Officer and
established the target bonus and performance goals for fiscal year
2010. 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 2009 and bonus target for fiscal 2010:
|
Name
|
Position
|
Bonus
Target
Fiscal
2010
|
Bonus
Payments
Fiscal
2009
|
|
Bob
Sasser
|
President,
Chief Executive Officer
|
$1,000,000
|
$1,650,063
|
|
Gary
M. Philbin
|
Chief
Operating Officer
|
$295,000
|
$486,625
|
|
Kevin
S. Wampler
|
Chief
Financial Officer
|
$225,000
|
$409,966
|
|
Robert
H. Rudman
|
Chief
Merchandising Officer
|
$255,000
|
$410,763
|
|
Stephen
W. White
|
Chief
Operating Officer
|
$172,500
|
$316,794
|
The bonus
target for fiscal 2010 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 awarded in fiscal
2009. The Committee determined that the target level of earnings per
share for fiscal 2009 had been met. Bob Sasser will receive a total
of 50,000 restricted stock units, Gary Philbin will receive a total of 18,000
restricted stock units, Kevin Wampler will receive a total of 15,000 restricted
stock units, Robert Rudman will receive a total of 15,000 restricted stock units
and Stephen White will receive a total of 8,000 restricted stock
units. These awards will vest ratably over three years, with the
first third vesting on the first anniversary date of the grant (April 1, 2010),
provided the named executive officers remain continuously employed through the
vesting dates. In addition, the Compensation Committee reviewed the performance
requirements relating to 15,000 performance-based restricted stock units awarded
to Kevin Wampler in connection with his hiring as Chief Financial Officer. The
Committee certified that the performance goal for this award had been met and
the award will cliff vest at the end of fiscal 2010, provided Mr. Wampler
remains continuously employed with the Company through that vesting
date.
Current Year Equity Award:
The Committee approved the grant, effective March 26, 2010, 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; 15,000 restricted stock units to Robert Rudman; 8,000 restricted
stock units to Stephen White. 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 2010.
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 23, 2010
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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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