DOLLAR TREE, INC.

The proposal requests the Board to adopt a shareholder right to act by written consent, allowing shareholders holding the minimum number of votes necessary to authorize an action (i.e., the same threshold as at a meeting where all shareholders are present) to act without convening a meeting. It asks that written consent not include unnecessary restrictions such as extended ownership duration requirements or solicitation clauses and that any record date for consent be set at the lowest legally allowable level. The proponent argues this mechanism would enable shareholders to raise and resolve important matters in a timelier manner, citing recent operational and strategic challenges at the company as rationale. The proposal would permit shareholders to initiate any topic for written consent and seeks to broaden shareholders’ ability to take action outside of annual or special meetings.