Investment
Office (916) 795-3400
phone (916) 796-2842
fax
www.calpers-governance.org
May 29,
2009
Dear
Dollar Tree Inc. Shareowner:
VOTE “FOR” PROPOSAL #2 TO
DECLASSIFY THE BOARD AT DOLLAR TREE
We are
writing to urge you to vote FOR
Proposal #2 at Dollar Tree Inc’s June 18, 2009 annual meeting of shareowners.
CalPERS is the nation’s largest public pension fund with approximately $165
billion in assets and as of record date April 17, 2009, CalPERS owned
approximately 73,150 shares of Dollar Tree common stock. Proposal #2 urges the
Board to eliminate the present “classified board” structure, and give
shareowners the right to elect all directors each year. We believe that a
declassified board structure will promote board accountability and a culture
focused on creating long-term value. CalPERS urges Dollar Tree shareowners to
vote “FOR” Proposal
#2.
LACK OF BOARD ACCOUNTABILITY
& SHAREOWNER CONCERN
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In
2008, shareowners overwhelmingly supported a proposal to declassify the
company’s board of directors. This proposal, identical to proposal #2 on
the proxy card this year, received the support of shareowners representing
67.72% of the shares outstanding. Despite
the strong support of shareowners, the classified board remains in
place.
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Shareowners
remain concerned about the company’s continued lack of meaningful response
to investor wishes regarding the past shareowner proposal. On February 6,
2009, CalPERS was one of 21 investor signatories to a Council of
Institutional Investors’ letter urging Dollar Tree to address board
declassification consistent with majority shareowner support in 2008 [letter
attached].
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2009 DIRECTOR WITHHOLD VOTES
AT DOLLAR TREE
We have
had numerous conversations and ongoing dialogue with Lead Director Thomas
Saunders and CEO Bob Sasser, and are convinced that they will once again ignore
the majority of shareowners; regardless of the level of support that proposal #2
receives this year. The past behavior of Dollar Tree’s board does not warrant
our support and we intend to withhold vote against the election of the following
nominees: J. Douglas Perry, Thomas A. Saunders III, and Carl P. Zeithaml for
failure to implement a majority passed shareowner proposal to declassify the
board – and we urge you to do the same. We are supporting nominee Arnold S.
Barron as a newly added Dollar Tree board member last year.
Please
support this important initiative by voting FOR Proposal #2, and withhold vote
against nominees Perry, Saunders, and Zeithaml.
CalPERS Public Employees’ Retirement
System Shareowner Alert
YOUR VOTE IS IMPORTANT –
VOTE FOR PROPOSAL #2
WITHHOLD FROM DIRECTORS
PERRY, SAUNDERS, & ZEITHAML
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Send
a message by voting FOR proposal #2 on the Dollar Tree Inc. proxy
card.
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Withhold
from director nominees Perry, Saunders, and Zeithaml.
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Ensure
every account, no matter how many or how few shares, supports this
proposal.
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Furthermore,
we ask our fellow investors – to publicize their vote when cast. We
believe this will further unite and encourage investors to both support –
and benefit from – this campaign.
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Please
refer to the proxy statement for more information or call The Altman Group, Inc.
who is assisting us with this effort toll-free at (201) 460-1200 if you have any
questions.
Sincerely,
Eric
Baggesen
Senior
Investment Officer
PLEASE NOTE: CalPERS is not
asking for your proxy card. Please do not send us your proxy card
but return it to the proxy voting agent in the envelope that was provided to
you.
CalPERS Public Employees’ Retirement
System Shareowner Alert
Suite
500 • 888 17th Street, NW • Washington, DC 20006 •
(202) 822-0800 • Fax (202) 822-0801 •
www.cii.org
February
6, 2009
Macon F.
Brock Jr.
Chair
Dollar
Tree Inc.
c/o
Corporate Secretary
500 Volvo
Parkway
Chesapeake,
VA 23320
Dear Mr.
Brock:
On behalf
of the Council of Institutional Investors and the undersigned member funds, I am
writing to urge the Dollar Tree board to adopt the recommendations in a
shareowner proposal that received majority support at the company’s 2008 annual
meeting.
The
Council is a not-for-profit association of 140 public, corporate and union
pension funds with total assets that exceed $3 trillion. This is the Council’s
second letter to you about this matter. We are disappointed that we have not
received a response to our letter dated October 28, 2008, and that a review of
Dollar Tree’s filings with the Securities and Exchange Commission and other
reports suggests that the company has not acted on the proposal.
As you
are aware, the proposal asking Dollar Tree to repeal the classified board won a
majority of the votes cast for and against. The Council’s calculations exclude
abstentions and broker non-votes.
As
fiduciaries of pension plans, Council members are concerned about corporate
performance and believe that boards should respond to majority-vote-winning
shareowner proposals by adopting the recommended actions.
The
Council and concerned members below urge the board to conduct a thoughtful and
balanced analysis of the issues raised by the majority-vote-winning shareowner
resolution. A committee of independent directors should perform the initial
review. Senior management should not be involved. Council members encourage the
board or committee to seek expert advice on the pros and cons of the
measure.
Please
share this letter with the full board. We look forward to your response, which
will be posted on the Council’s Web site (www.cii.org).
Please contact Council Analyst Laurel Leitner at (202) 261-7086 with any
questions.
Sincerely,
Ann
Yerger
Executive
Director
Council
of Institutional Investors
February
6, 2009
Page 2 of
3
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Daniel
Pedrotty
Director,
Office of Investment
AFL-CIO
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Scott
Zdrazil
Vice
President - Director of Corporate Governance
Amalgamated
Bank
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David
F. Stupar
Executive
Director
Bricklayers
& Trowel Trades International Pension
Fund
|
Bill
McGrew
Portfolio
Manager
California
Public Employees’ Retirement System
|
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Dan
Koeppel
Executive
Director
Central
Laborers' Pension Fund
|
Meredith
Williams
Executive
Director
Colorado
Public Employees’ Retirement Association
|
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Heather
H. Williamson, CFA
Senior
Investment Manager
ELCA
Board of Pensions
|
Michael
McCauley
Senior
Corporate Governance Officer
Florida
State Board of Administration (SBA)
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Colin
Melvin
Chief
Executive Officer
Hermes
Equity Ownership Services Ltd.
|
William
R. Atwood
Executive
Director
Illinois
State Board of Investment
|
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Warren
Mart
General
Secretary-Treasurer
International
Association of Machinists and
Aerospace
Workers and
Co-Chairman
of the Board of Trustees
IAM
National Pension Fund
|
Michael
Lostutter, CEBS, RPA
Executive
Director
IUE-CWA
Pension Fund
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February
6, 2009
Page 3 of
3
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Michael
A. Perez
General
Manager
Los
Angeles Fire and Police Pensions
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Lance
E. Lindblom
President
and CEO
The
Nathan Cummings Foundation
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William
G. Clark
Director
New
Jersey Division of Investment
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Thomas
P. DiNapoli
New
York State Comptroller
New
York State Common Retirement Fund
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Janet
Cowell
Treasurer
North
Carolina Retirement Systems
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Carol
Nolan Drake
Chief
External Affairs Officer
Ohio
Public Employees Retirement System
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Denise
L. Nappier
Treasurer
State
of Connecticut
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Michael
Nehf
Executive
Director
State
Teachers Retirement System of Ohio
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Joseph
A. Dear
Executive
Director
Washington
State Investment Board
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