Dollar Tree Says Offered Settlement Talks With Mantle Ridge On Directors Nomination

(RTTNews) - Dollar Tree (DLTR) Sunday issued statement regarding recent interactions with an activist investment firm Mantle Ridge and its notice seeking to nominate a full slate of 11 directors to the company's board of directors at its 2022 Annual Meeting.

Dollar Tree said that on December 2, its board met in person for several hours with Paul Hilal, Richard Dreiling and three other Mantle Ridge representatives.

Dollar Tree alleged that at the meeting, Mantle Ridge offered no new ideas for how to improve the company's performance or operations. The only operational suggestion made - that the company should sell Dollar Tree merchandise at Family Dollar stores - is something Dollar Tree has already been doing for several years.

Instead, Mantle Ridge simply expressed that it wanted a majority of the Board to be replaced, Dreiling to be named Executive Chairman, and other control rights. Taken together, in the view of the Board, these demands amounted to handing control of the Company to Hilal and Mantle Ridge.

After deliberating on that meeting, the Dollar Tree board sent a letter to Mantle Ridge it offered to explore a settlement in which Dreiling would be added to the Dollar Tree Board and also offered Mantle Ridge a role in the company's ongoing Board refreshment program. Continuing Mantle Ridge's pattern, the company never heard back from Mantle Ridge until it received the letter nominating its slate to replace the entire Board.

However, Dollar Tree said its board stands ready to engage constructively with Mantle Ridge, even though it is disappointed that, rather than pursuing constructive engagement, Mantle Ridge has chosen to embark on an unwarranted and potentially disruptive proxy contest to replace the entire Board. The Board does not believe that handing control of the company to Paul Hilal and Mantle Ridge as it demands is in the best interests of Dollar Tree, its shareholders or other stakeholders.