UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON
D.C. 20549
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): January 16, 2008
DOLLAR
TREE STORES, INC.
(Exact
name of registrant as specified in its charter)
VIRGINIA
(State
or
Other Jurisdiction of Incorporation)
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0-25464
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54-1387365
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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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:
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
1.01 Entry into a Material Definitive Agreement
Director
Compensation
On
January 16, 2008, the Company’s Board of Directors established a new policy for
director compensation based on recommendations by the Nominating and Corporate
Governance Committee. The new policy offers a total compensation
package that the Board believes is commensurate with other public retailers
and
better aligns director and shareholder interests. The Company is
filing this Current Report on Form 8-K to disclose the changes to director
compensation, as further described below.
Director
compensation is established by the Board of Directors and periodically
reviewed. For 2007, each non-employee director – that is, every
director other than Macon Brock and Bob Sasser – received an annual retainer of
$80,000. In addition, the audit committee chair received $8,000 and
audit committee members received $4,000; the other committee chairs and
committee members received $4,000 and $2,000, respectively. Under our
2003 Director Deferred Compensation Plan, directors may elect to invest their
cash fees in our common stock, options or an interest-bearing cash
account.
Beginning
at the 2008 Annual Meeting of Shareholders, the Board has determined that each
non-employee director will receive an annual retainer of $100,000, payable
quarterly. In addition, the audit committee chair will receive
$15,000 and audit committee members will receive $10,000; the other committee
chairs and committee members will receive $7,500 and $5,000,
respectively. The Lead Director will receive an additional
$10,000.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d)
Appointment of Directors
On
January
16, 2008, the
Board of Directors appointed
Mr.
Arnold
S. Barron, as a Class II
director, effective
as
of the
March 2008 Board of Directors
meeting. Under
Virginia law, the term of a director
elected by the
board of directors to fill a vacancy expires at the next shareholders' meeting
at which directors are elected. Therefore, Mr. Barron
will stand for election
at
the 2008 Annual Meeting of Shareholders.
Mr.
Barron currently serves as a
Senior
Executive Vice President with The
TJX Companies, Inc. There are no family relationships,
related party
transactions, or other arrangements between the director and
the Company. Mr. Barron will receive
an
annual retainer for his service on the Board consistent with the Company's
policy for director compensation.
(e) Compensatory
Arrangements for Named Executive Officers
On
January 18, 2008, the Compensation Committee of the Board of Directors
authorized the grant, expected to be effective February 15, 2008, of performance
based awards to certain named executive officers of the Company. The
Committee approved the grant of 34,000 restricted stock units to Bob Sasser;
52,500 options to Gary Philbin; and 17,000 restricted stock units to Robert
Rudman. The vesting of the units or options is subject to the Company
achieving a target level of earnings per share in fiscal 2008 and the executives
remaining with the Company over a specified period of time.
On
January 16, 2008, the Compensation Committee of the Board of Directors
authorized the grant of 2,000 performance based restricted stock units, expected
to be effective February 15, 2008, to Kathleen Mallas, principal financial
and
accounting officer of the Company. The vesting of these units is
subject to the Company achieving a target level of earnings per share in
fiscal
2008 and to the executive remaining with Company over a specified period
of
time.
Each
of
the above referenced awards was made under either the Company’s 2004 Executive
Officer Equity Plan or the Company’s 2003 Equity Incentive Plan, as applicable,
both previously approved by the shareholders.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a)
On January 16, 2008, the Board of Directors amended Article III, Section 2
of
the Company’s Third Restated Bylaws to increase the number of directors from
twelve to thirteen. A copy of the Bylaws, as amended, is attached to
this filing as Exhibit 3.1.
Item
8.01 Other Events
Equity
Plan
Amendments
The
Company has amended the 2004 Executive Officer Equity Plan, the 2003 Equity
Incentive Plan and the 2003 Deferred Directors Compensation Plan to conform
these Plans to the requirements of Section 409A of the Internal Revenue
Code. Copies of these amendments are attached to this filing as
Exhibits 10.1, 10.2 and 10.3.
The
Company has amended the 1995 Stock Incentive Plan to allow Directors three
years
to exercise outstanding options, instead of the current one year, once they
no
longer serve on the Board. This makes the terms of this plan
consistent with the terms of the 2003 Non-Employee Director Stock Option
Plan. A copy of this amendment is attached to this filing as Exhibit 10.4.
The
Company has adopted amendments to the 2004 Executive Officer Equity Plan,
the 2003 Deferred Directors Compensation Plan, the 2003 Non-Employee Director
Stock Option Plan and the 2003 Equity Incentive Plan. These
amendments changed the anti-dilution provisions of the Plans to reflect a
mandatory, rather than permissive, obligation to make anti-dilution adjustments
in applicable circumstances and conformed the procedures for setting grant
prices. A copy of these amendments is attached as Exhibit 10.5.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits.
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 STORES, INC.
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Date:
January 23, 2008
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By:
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/s/
Kathleen
Mallas
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Kathleen
Mallas
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Vice
President - Controller
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EXHIBITS
Exhibit
3.1 - Third Restated Bylaws of Dollar Tree Stores,
Inc., as amended
Exhibit
10.2 - Second Amendment to the Dollar Tree Stores,
Inc. 2003 Equity Incentive Plan
Exhibit
10.3 - Second Amendment to the Dollar Tree Stores,
Inc. 2003 Director Deferred Compensation Plan
Exhibit
10.4 - Fourth Amendment to the Dollar Tree Stores,
Inc. 1995 Stock Incentive Plan
Exhibit
10.5 - Amendments to the Dollar Tree Stores, Inc.
Stock Plans