Dollar Tree Comments on Statement Issued by Starboard Value
January 07 2019 - 07:31AM
Business Wire
Dollar Tree, Inc. (NASDAQ: DLTR), North America’s leading
operator of discount variety stores, today issued the following
statement regarding Starboard Value’s (“Starboard”) announcement of
its nomination of directors for election to the Dollar Tree Board
at the Company’s 2019 Annual Meeting of shareholders:
“Dollar Tree is focused on ensuring our
brands are the premier shopping destination for value and
convenience, taking the right actions to solidify our leadership
position in value retail and leveraging our resilient business
model, disciplined approach, clear customer focus and unique
positioning to deliver growth and strengthened performance for the
benefit of all stakeholders.
“Dollar Tree is committed to a strong,
independent Board, and believes it has the right balance of
perspectives and experience to drive enhanced growth and
performance across the company. The Board has added four new
independent directors since May 2016, including most recently last
month, and benefits from a broad array of skills and perspectives
spanning areas key to our business, including retail and consumer
products, merchandising, strategic planning, finance, capital
allocation and mergers and acquisitions. Dollar Tree’s Board and
management team are continuing to execute on the Company’s strategy
and remain focused on delivering long-term value to all
shareholders.
“Dollar Tree’s Board and management team
welcome constructive input from shareholders about ways to further
create value for all Dollar Tree shareholders. While we appreciate
Starboard’s investment and will evaluate any suggestions they may
have as we would with any investor, we note that Starboard’s
nominations for a majority of the board were made without seeking
any engagement or making any communication to the Company. We look
forward to the opportunity to engage with Starboard regarding any
suggestions they may have, and we will continue to stay close to
our shareholders on matters of importance to them and keep taking
actions to drive shareholder value.
“The Board and its Nominating and Corporate
Governance Committee will evaluate Starboard’s nominees in the
event Starboard determines to proceed with its nominations
(including as to compliance with the Company’s nomination
requirements) and make a recommendation in due course that it
believes will best serve the interests of the Company and its
shareholders.”
The Board will present its recommendation regarding director
nominees in Dollar Tree’s definitive proxy statement and other
materials, to be filed with the Securities and Exchange Commission
and made available to all stockholders eligible to vote at the 2019
Annual Meeting. Details regarding the 2019 Annual Meeting will be
announced in due course.
J.P. Morgan Securities LLC is acting as financial advisor
and Wachtell, Lipton, Rosen & Katz is acting as legal
advisor to Dollar Tree.
About Dollar Tree, Inc.
Dollar Tree, a Fortune 200 Company, now operates more than
15,100 stores across 48 states and five Canadian provinces. Stores
operate under the brands of Dollar Tree, Family Dollar and Dollar
Tree Canada. To learn more about the Company, visit
DollarTree.com.
Important Information and Where to Find It.
The Company intends to file a proxy statement and associated
white proxy card with the Securities and Exchange Commission (the
“SEC”) in connection with the solicitation of proxies for the
Company’s 2019 Annual Meeting of Shareholders (the “2019 Annual
Meeting”). Details concerning the nominees of the Company’s Board
of Directors for election at the 2019 Annual Meeting will be
included in the proxy statement. BEFORE MAKING ANY VOTING DECISION,
INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING
THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS
THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors
and shareholders will be able to obtain a copy of the definitive
proxy statement and other documents filed by the Company free of
charge from the SEC’s website, http://www.sec.gov. The Company’s
shareholders will also be able to obtain, without charge, a copy of
the definitive proxy statement and other relevant filed documents
by directing a request by mail to Dollar Tree, Inc. at 500 Volvo
Parkway, Chesapeake, Virginia 23320 or from the Company’s website
at http://www.dollartreeinfo.com/investors.
Participants in the Solicitation.
The Company, its directors and certain of its executive officers
may be deemed participants in the solicitation of proxies from
shareholders in respect of the 2019 Annual Meeting. Information
regarding the names of the Company’s directors and executive
officers and their respective interests in the Company by security
holdings or otherwise is set forth in the Company’s Amended Annual
Report on Form 10-K/A for the fiscal year ended February 3, 2018,
filed with the SEC on March 26, 2018, and the Company’s definitive
proxy statement for the 2018 Annual Meeting of Shareholders, filed
with the SEC on May 3, 2018. To the extent holdings of such
participants in the Company’s securities have changed since the
amounts described in the proxy statement for the 2018 Annual
Meeting of Shareholders, such changes have been reflected on
Initial Statements of Beneficial Ownership on Form 3 or Statements
of Change in Ownership on Form 4 filed with the SEC. These
documents can be obtained free of charge from the sources indicated
above. Additional information regarding the interests of these
participants in any proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will also be included in any proxy statement and other relevant
materials to be filed with the SEC, if and when they become
available.
A WARNING ABOUT FORWARD-LOOKING STATEMENTS: Our press release
contains “forward-looking statements” as that term is used in the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements address future events, developments or results and
typically use words such as believe, anticipate, expect, intend,
plan, forecast, or estimate. For example, our forward-looking
statements include statements regarding our business strategies,
market potential, future financial performance and our other plans,
objectives, expectations (financial and otherwise) and intentions.
These statements are subject to risks and uncertainties. For a
discussion of the risks, uncertainties and assumptions that could
affect our future events, developments or results, you should
carefully review the “Risk Factors,” “Business” and “Management's
Discussion and Analysis of Financial Condition and Results of
Operations” sections in our Annual Report on Form 10-K/A filed
March 26, 2018, and other filings with the SEC. We are not
obligated to release publicly any revisions to any forward-looking
statements contained in this press release to reflect events or
circumstances occurring after the date of this report and you
should not expect us to do so.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190107005573/en/
Dollar Tree, Inc.Randy Guiler, 757-321-5284Vice President,
Investor Relations
Sard Verbinnen & Co:Stephen Pettibone / Gloria Labbad /
Andrew Duberstein212-687-8080
DLTR-G
Dollar Tree (NASDAQ:DLTR)
Historical Stock Chart
From Feb 2024 to Mar 2024
Dollar Tree (NASDAQ:DLTR)
Historical Stock Chart
From Mar 2023 to Mar 2024