avatar Dollar General Corporation Retail Trade
  • Location: Tennessee 
  • Founded:
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    ABOUT DOLLAR GENERAL Dollar General Corporation has been delivering value to shoppers for more than 80 years. Dollar General helps shoppers Save time. Save money. Every day!® by offering products that are frequently used and replenished, such as food, snacks, health and beauty aids, cleaning supplies, basic apparel, housewares and seasonal items at everyday low prices in convenient neighborhood locations. Dollar General operated 16,278 stores in 44 states as of January 31, 2020. In addition to high-quality private brands, Dollar General sells products from America’s most-trusted manufacturers such Visit www.dollargeneral.com as Clorox, Energizer, Procter & Gamble, Hanes, to learn more about Dollar General Coca-Cola, Mars, Unilever, Nestle, Kimberly-Clark, and shop online. Kellogg’s, General Mills, and PepsiCo. 16,278 STORES IN 44 STATES AS OF 1/31/2020 STORES DISTRIBUTION CENTER FRESH DISTRIBUTION FACILITY 40 57 41 37 57 161 190 55 494 50 569 19 778 64 257 127 146 22 856 574 47 563 11 249 139 226 51 544 435 246 561 863 812 460 120 449 563 99 536 789 912 1,542 573 894 CAUTIONARY DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS & WEBSITE DISCLAIMER: All forward-looking information in this report should be read with, and is qualified in its entirety by, the Cautionary Disclosure Regarding Forward-Looking Statements and the Risk Factors disclosures set forth in the Introduction and in Item 1A, respectively, of the Form 10-K included elsewhere in this report. The information contained on or connected to our Internet website is not incorporated by reference into this report and should not be considered part of this or any other report that we file with or furnish to the SEC, unless we specifically provide otherwise.


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    TO OUR FELLOW SHAREHOLDERS, CUSTOMERS & EMPLOYEES: At Dollar General, our value and convenience proposition, 2019 was a pivotal year for these long-term strategic coupled with our unique and growing real estate footprint, initiatives, and we believe they will continue to strengthen has allowed us to serve customers for more than 80 years. In our position as we look to drive sales and improve operating 2019, we made significant progress advancing key strategic margin over the long term. initiatives to provide a better life for our customers and employees, and strong returns for our shareholders. In addition to our strategic initiatives, we remain focused on our four key operating priorities: As a mature retailer in growth mode, we achieved several notable milestones in our 80th year of business. We completed 2,099 1. Driving profitable sales growth: We are continuing to real estate projects, including the opening of our 16,000th store, pursue balanced and profitable sales growth through while also delivering our 30th consecutive year of same-store many sales-driving and gross margin-enhancing sales growth. We continue to focus on execution and innovation initiatives. In 2020, these planned efforts will include to capture additional market share, while further solidifying our further cooler door expansion, private brand enhancements, position as a leader in the small-box discount retail channel. global sourcing penetration and diversification, and distribution and transportation efficiencies. Highlights of 2019 Compared to 2018: 2. Capturing growth opportunities: Our proven high-return, • Net sales increased 8.3% to $27.8 billion and same- low-risk real estate growth model, coupled with ongoing store sales increased 3.9%. format innovation, continues to drive growth that is unmatched in our channel. We have successfully executed • Operating profit increased 8.8% to $2.3 billion. thousands of real estate projects in recent years, and in 2020, we plan to open 1,000 new stores, remodel 1,500 • Net income grew to $1.7 billion, and diluted earnings mature stores and relocate 80 stores as we seek to continue per share increased 11.2% to $6.64. serving both new and existing customers across the country. • Cash flows from operations were $2.2 billion. 3. Leveraging and reinforcing our position as a low cost operator: Our Save to Serve discipline continues • We returned $1.5 billion to our shareholders through to deliver savings across the organization. We are share repurchases and dividends. continually pursuing opportunities to drive greater efficiencies and reduce costs, while keeping the • We opened 975 new stores, remodeled 1,024 stores and customer at the center of everything we do. relocated 100 stores. 4. Investing in our people as a competitive advantage: We are pleased with our strong results this year, in addition The investments we have made in our people delivered to the important steps taken in advancing our long- benefits again in 2019 as we saw our lowest store term strategic initiatives. In 2019, we expanded our Non- manager turnover on record. We continue to provide Consumables initiative to approximately 2,400 stores, as we world-class training opportunities for our people, and look to improve both sales and margin while enhancing the we believe the opportunity to start and develop a career treasure-hunt experience for our customers. with a growing retailer is a competitive advantage. DG Fresh, which is our strategic multi-phased shift to self- Our mission of Serving Others is foundational to everything distribution of frozen and refrigerated goods, is primarily aimed at we do at Dollar General. In 2019, Dollar General and its reducing overall product costs, while driving on-shelf availability Foundations awarded more than $17 million to charitable and providing for greater product assortment over time. We efforts that extend hope and opportunity to individuals and began serving more than 6,000 stores in 2019 from four new DG nonprofit organizations in the communities we call home. Fresh facilities, and we are very pleased with the early results. I want to thank our team of approximately 143,000 employees Our Digital initiative continues to focus on deploying and who work hard every day to deliver value and convenience leveraging technology to further enhance our customers’ in- for our customers. I am excited about the opportunities we store experience. The DG app now offers customers a wide are pursuing, and I believe we are well-positioned to continue variety of options to augment their shopping experience, delivering value to our customers, employees and shareholders. and we will continue to seek ways to leverage technology to offer even greater convenience to our customers, while driving customer traffic to our stores. RESPECTFULLY, Fast Track is focused on increasing labor productivity in our stores, enhancing customer convenience, and further improving on-shelf availability. We completed our rolltainer optimization efforts and launched the pilot of self-checkout in 2019. We are excited about the early results, and believe TODD J. VASOS we can drive even greater convenience for our customers CHIEF EXECUTIVE OFFICER and efficiency in our stores in 2020. APRIL 2, 2020


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    PROXY STATEMENT & MEETING NOTICE


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    br DEAR FELLOW SHAREHOLDER, The 2020 Annual Meeting of Shareholders of Dollar General Corporation will be held on Wednesday, May 27, 2020, at 9:00 a.m., Central Time, at Goodlettsville City Hall Auditorium, 105 South Main Street, Goodlettsville, Tennessee.* All shareholders of record at the close of business on March 19, 2020 are invited to attend the annual meeting. For security reasons, however, to gain admission to the meeting you must present certain identification and documentation described in the Proxy Statement. At this year’s meeting, you will have an opportunity to vote on the matters described in our accompanying Notice of Annual Meeting of Shareholders and Proxy Statement. Our 2019 Annual Report also accompanies this letter. Your interest in Dollar General and your vote are very important to us. We encourage you to read the Proxy Statement and vote your proxy as soon as possible so your vote can be represented at the annual meeting. You may vote your proxy via the Internet or telephone, or if you received a paper copy of the proxy materials by mail, you may vote by mail by completing and returning a proxy card. On behalf of the Board of Directors, thank you for your continued support of Dollar General. SINCERELY, MICHAEL M. CALBERT CHAIRMAN OF THE BOARD APRIL 2, 2020 * We are sensitive to public health and travel concerns related to the coronavirus (COVID-19) and accordingly may announce alternative arrangements for the annual meeting, including holding the annual meeting solely by means of remote communication. If we take this step, we will announce the change(s) in advance, and details on how to participate will be issued by press release, posted on our website (investor.dollargeneral.com) and filed with the Securities and Exchange Commission as additional proxy materials.


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    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS DATE TIME PLACE* 27 Wednesday 9:00 a.m. Goodlettsville City Hall Auditorium May 27, 2020 Central Time 105 South Main Street Goodlettsville, Tennessee * We are sensitive to public health and travel concerns related to the coronavirus (COVID-19) and accordingly may announce alternative arrangements for the annual meeting, including holding the annual meeting solely by means of remote communication. If we take this step, we will announce the change(s) in advance, and details on how to participate will be issued by press release, posted on our website (investor.dollargeneral.com) and filed with the Securities and Exchange Commission as additional proxy materials. ITEMS OF BUSINESS: • To elect as directors the 9 nominees listed in the proxy statement ............................................................................................................................................................... • To hold an advisory vote to approve our named executive officer compensation as disclosed in the Proxy Statement ............................................................................................................................................................... • To ratify the appointment of our independent registered public accounting firm for fiscal 2020 ............................................................................................................................................................... • To consider and approve amendments to our amended and restated charter, as amended, to replace the supermajority voting requirements with a majority voting requirement described in the Proxy Statement ............................................................................................................................................................... • To consider and approve an amendment to our amended and restated bylaws to replace the supermajority voting requirement with a majority voting requirement described in the Proxy Statement ............................................................................................................................................................... • To transact any other business that may properly come before the annual meeting and any adjournments of that meeting ............................................................................................................................................................... WHO MAY VOTE: Shareholders of record at the close of business on March 19, 2020 By Order of the Board of Directors, Goodlettsville, Tennessee Christine L. Connolly April 2, 2020 Corporate Secretary Please vote your proxy as soon as possible even if you expect to attend the annual meeting in person. You may vote your proxy via the Internet or by phone by following the instructions on the notice of internet availability or proxy card, or if you received a paper copy of these proxy materials by mail, you may vote by mail by completing and returning the enclosed proxy card in the enclosed reply envelope. No postage is necessary if the proxy is mailed within the United States. You may revoke your proxy by following the instructions listed on page 2 of the proxy statement.


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    PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in the proxy statement or about Dollar General. This summary does not contain all of the information that you should consider, and you should review all of the information contained in the proxy statement before voting. HOW TO VOTE (pp. 1 - 2) MAIL PHONE INTERNET IN PERSON* Mail your 1-800-690-6903 www.proxyvote.com May 27, 2020 completed, 9:00 a.m., CT signed, and dated Goodlettsville proxy card or voting City Hall Auditorium instruction form 105 South Main Street Goodlettsville, TN * We are sensitive to public health and travel concerns related to the coronavirus (COVID-19) and accordingly may announce alternative arrangements for the annual meeting, including holding the annual meeting solely by means of remote communication. If we take this step, we will announce the change(s) in advance, and details on how to participate will be issued by press release, posted on our website (investor.dollargeneral.com) and filed with the Securities and Exchange Commission as additional proxy materials. VOTING MATTERS (pp. 1 - 10, 46, 48, 50 and 51) Board 2020 PROPOSALS Recommends Proposal 1: Election of Directors Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation Proposal 3: Ratification of Appointment of Auditors Proposal 4: Vote to Approve Charter Amendments Proposal 5: Vote to Approve Bylaws Amendment BOARD OF DIRECTORS GROUP DIVERSITY(pp. 4 - 9) AGE TENURE DIVERSITY (Race & Gender) 4 4 60 6 44.4% DIRECTOR Blended AVERAGE YEARS 1 Diverse AGE AVERAGE 0-5 6-10 11+


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    PROXY STATEMENT SUMMARY PAY FOR PERFORMANCE (pp. 21 - 22) Consistent with our philosophy, and as illustrated to the right, a 17% STI 21% significant portion of STI annualized total target OTHER compensation for our named CEO 12% Salary NEOs (Averaged) executive officers in 2019 was VARIABLE/ variable/at-risk as a result of AT-RISK VARIABLE/ 25% 88% 54% AT-RISK 71% Salary being either performance-based, LTI LTI 75% linked to changes in our stock price, or both. LTI — Long-Term Equity Incentive (stock options and performance share units) STI — Short-Term Cash Incentive (Teamshare bonus program) The most recent shareholder advisory vote on our 95.4% named executive officer compensation was held on SHAREHOLDER May 29, 2019. Excluding abstentions and broker SUPPORT non-votes, 95.4% of total votes were cast in support of the program. DOLLAR GENERAL AT-A-GLANCE* 16,000+ STORES $27.8 BILLION ~143,000 IN SALES EMPLOYEES MULTIPLE STORE FORMATS TO SERVE OUR CUSTOMERS LOW-PRICED PRODUCT MODEL 119th RANKING ON THE FORTUNE 500 LIST ~22% OF PRODUCTS PRICED AT $1 OR LESS * Data as of February 28, 2020 unless otherwise noted.


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    TABLE OF CONTENTS SOLICITATION, MEETING AND VOTING SECURITY OWNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . 44 INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Security Ownership of Certain Beneficial Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 PROPOSAL 1: Security Ownership of Officers and Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Delinquent Section 16(a) Reports . . . . . . . . . . 45 CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . 11 PROPOSAL 2: DIRECTOR COMPENSATION . . . . . . . . . . . . . . . . . . . . 15 Advisory Vote to Approve Named Executive Officer Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 DIRECTOR INDEPENDENCE . . . . . . . . . . . . . . . . . . . . 17 AUDIT COMMITTEE REPORT . . . . . . . . . . . . . . . . . . . 47 TRANSACTIONS WITH MANAGEMENT AND OTHERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 PROPOSAL 3: Ratification of Appointment of Auditors . . . . . . 48 SHAREHOLDER ENGAGEMENT . . . . . . . . . . . . . . . . 19 FEES PAID TO AUDITORS . . . . . . . . . . . . . . . . . . . . . . 49 EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . 20 Compensation Discussion and Analysis . . . . 20 PROPOSAL 4: Vote to Approve Charter Amendments to Compensation Committee Report . . . . . . . . . 29 Replace the Supermajority Voting Summary Compensation Table . . . . . . . . . . . . . 30 Requirements Contained Therein with a Grants of Plan-Based Awards in Fiscal Majority Voting Requirement . . . . . . . . . . . . . . . . . . . 50 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Outstanding Equity Awards at 2019 Fiscal PROPOSAL 5: Year-End . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Vote to Approve Bylaws Amendment to Option Exercises and Stock Vested During Replace the Supermajority Voting Fiscal 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 Requirement Contained Therein with a Majority Voting Requirement . . . . . . . . . . . . . . . . . . . 51 Pension Benefits Fiscal 2019 . . . . . . . . . . . . . . . 35 Nonqualified Deferred Compensation SHAREHOLDER PROPOSALS FOR 2021 Fiscal 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 ANNUAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 Potential Payments upon Termination or Change in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 APPENDIX A: Compensation Committee Interlocks and Proposed Charter Amendments . . . . . . . . . . . . . . . . A-1 Insider Participation . . . . . . . . . . . . . . . . . . . . . . . . 43 Compensation Risk Considerations . . . . . . . . 43 APPENDIX B: Pay Ratio Disclosure . . . . . . . . . . . . . . . . . . . . . . . . 43 Proposed Bylaws Amendment . . . . . . . . . . . . . . . . . . B-1 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 27, 2020 This Proxy Statement, our 2019 Annual Report and a form of proxy card are available at www.proxyvote.com. You will need your Notice of Internet Availability or proxy card to access the proxy materials. As permitted by rules adopted by the Securities and Exchange Commission (“SEC”), we are furnishing our proxy materials over the Internet to some of our shareholders. This means that some shareholders will not receive paper copies of these documents but instead will receive only a Notice of Internet Availability containing instructions on how to access the proxy materials over the Internet and how to request a paper copy of our proxy materials, including the Proxy Statement, our 2019 Annual Report, and a proxy card. Shareholders who do not receive a Notice of Internet Availability will receive a paper copy of the proxy materials by mail, unless they have previously requested delivery of proxy materials electronically.


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    PROXY STATEMENT This document is the proxy statement of Dollar General Corporation that we use to solicit your proxy to vote upon certain matters at our Annual Meeting of Shareholders to be held on Wednesday, May 27, 2020. We will begin mailing to shareholders printed copies of this document and the form of proxy or the Notice of Internet Availability on or about April 2, 2020. SOLICITATION, MEETING AND VOTING INFORMATION What is Dollar General Corporation and What am I voting on? where is it located? You will be asked to vote on: Dollar General (NYSE: DG) has been delivering value to • the election of the 9 nominees listed in this proxy shoppers for more than 80 years through its mission of statement; Serving Others. Dollar General helps shoppers Save time. Save money. Every day!® by offering products that • the approval on an advisory basis of our named are frequently used and replenished, such as food, executive officer compensation as disclosed in this snacks, health and beauty aids, cleaning supplies, basic proxy statement; apparel, housewares and seasonal items at everyday • the ratification of the appointment of our low prices in convenient neighborhood locations. Dollar independent registered public accounting firm (the General operated 16,368 stores in 45 states as of “independent auditor”) for 2020; February 28, 2020. Our principal executive offices are located at 100 Mission Ridge, Goodlettsville, • the approval of amendments to our amended and Tennessee 37072. restated charter, as amended (our “Charter”), to replace supermajority voting requirements with a We refer to our company as “we,” “us” or “Dollar majority vote requirement as described in this proxy General.” Unless otherwise noted or required by statement; and context, “2020,” “2019,” “2018” and “2017” refer to our fiscal years ending or ended January 29, 2021, • the approval of an amendment to our amended and January 31, 2020, February 1, 2019, and February 2, restated bylaws (our “Bylaws”) to replace the 2018, respectively. supermajority voting requirement with a majority vote requirement as described in this proxy What is a proxy, who is asking for it, and statement. who is paying for the cost to solicit it? We are unaware of other matters to be acted upon at A proxy is your legal designation of another person, the annual meeting. Under Tennessee law and our called a “proxy,” to vote your stock. The document governing documents, no other non-procedural designating someone as a proxy is also called a proxy business may be raised at the meeting unless proper or a proxy card. notice has been given to shareholders. Our directors, officers and employees are soliciting your proxy on behalf of our Board of Directors and will How many votes must be present to hold not be specially paid for doing so. Solicitation of the annual meeting? proxies by mail may be supplemented by telephone, A quorum, consisting of the presence in person or by email and other electronic means, advertisements, proxy of the holders of a majority of shares of our personal solicitation, news releases issued by Dollar common stock outstanding on the Record Date, must General, postings on our website, or otherwise. Dollar exist to conduct business at the annual meeting. If a General will pay all expenses of this solicitation. quorum is not present, the presiding officer at the meeting may adjourn the meeting from time to time Who is entitled to vote at the annual until a quorum is present. meeting? You may vote if you owned shares of Dollar General How do I vote? common stock at the close of business on March 19, If you are a shareholder of record, you may vote your 2020 (the “Record Date”). As of that date, there were proxy over the telephone or Internet or, if you received 251,515,048 shares of Dollar General common stock printed proxy materials, by marking, signing, dating and outstanding and entitled to vote. Each share is entitled returning the printed proxy card in the enclosed to one vote on each matter. envelope. Please refer to the instructions on the Notice 2020 Proxy Statement 1


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    SOLICITATION, MEETING AND VOTING INFORMATION of Internet Availability or proxy card, as applicable. • at or before the annual meeting, submitting to our Alternatively, you may vote in person at the annual Corporate Secretary a written notice of revocation meeting. dated later than the date of the proxy; If you are a street name holder, your broker, trustee, • submitting a later-dated vote by telephone or bank or other nominee will provide materials and Internet no later than 11:59 p.m., Eastern time, on instructions for voting your shares. You may vote in May 26, 2020; or person at the meeting if you obtain and bring to the • attending the annual meeting and voting in person. meeting a legal proxy from your broker, banker, trustee or other nominee giving you the right to vote the Note that attendance at the annual meeting, by itself, shares. will not revoke your proxy. In either case, shareholders wishing to attend the A street name holder may revoke a proxy given meeting must follow the procedures described below pursuant to this solicitation by following the under “Who may attend the annual meeting.” instructions of the bank, broker, trustee or other nominee who holds his or her shares. What is the difference between a “shareholder of record” and a “street name” How many votes are needed to elect holder? directors? You are a “shareholder of record” if your shares are To be elected at the annual meeting, a nominee must registered directly in your name with EQ Shareowner receive the affirmative vote of a majority of votes cast Services, our transfer agent. You are a “street name” by holders of shares entitled to vote at the meeting. holder if your shares are held in the name of a Under our Charter, the “affirmative vote of a majority of brokerage firm, bank, trust or other nominee as votes cast” means that the number of votes cast in custodian. favor of a nominee’s election exceeds the number of votes cast against his or her election. You may vote in What if I receive more than one Notice of favor of or against the election of each nominee, or you Internet Availability or proxy card? may elect to abstain from voting your shares. You will receive multiple Notices of Internet Availability or proxy cards if you hold shares in different ways (e.g., What happens if a director fails to receive joint tenancy, trusts, custodial accounts, etc.) or in the required vote for election? multiple accounts. Street name holders will receive the An incumbent director who does not receive the Notice of Internet Availability or proxy card or other required vote for election at the annual meeting must voting information, along with voting instructions, from promptly tender a resignation as a director for their brokers. Please vote the shares represented by consideration by our Board of Directors pursuant to each Notice of Internet Availability or proxy card you our Board-approved director resignation policy. Each receive to ensure that all your shares are voted. director standing for election at the annual meeting has agreed to resign, effective upon the Board’s How will my proxy be voted? acceptance of such resignation, if he or she does not The persons named on the proxy card will vote your receive a majority vote. If the Board rejects the offered proxy as you direct. If you return a signed proxy card or resignation, the director will continue to serve until the complete the Internet or telephone voting procedures next annual shareholders’ meeting and until his or her but do not specify how you want to vote your shares, successor is duly elected or his or her earlier the persons named on the proxy card will vote your resignation or removal in accordance with our Bylaws. shares in accordance with the recommendations of our If the Board accepts the offered resignation, the Board, Board of Directors. If business other than that in its sole discretion, may fill the resulting vacancy or described in this proxy statement is properly raised, decrease the Board’s size. your proxies have authority to vote as they think best, including to adjourn the meeting. How many votes are needed to approve other matters? Can I change my mind and revoke my The proposal to approve on an advisory basis the proxy? compensation of our named executive officers and the Yes. A shareholder of record may revoke a proxy given proposal to ratify the appointment of our independent pursuant to this solicitation by: auditor for 2020 will be approved if the votes cast in favor of the applicable proposal exceed the votes cast • signing a valid, later-dated proxy card and submitting against it. The vote on the compensation of our named it so that it is received before the annual meeting in executive officers is advisory and, therefore, not accordance with the instructions included in the binding on Dollar General, our Board of Directors, or its proxy card; Compensation Committee. 2 2020 Proxy Statement


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    SOLICITATION, MEETING AND VOTING INFORMATION Each of the proposals to approve the amendments to ownership as of the Record Date; a copy of the voting our Charter and to our Bylaws, in each case to replace instruction form provided by, or a valid legal proxy supermajority voting provisions with majority voting from, the broker, trustee, bank or nominee holding the provisions as described in this proxy statement, will be shares; a letter from a broker, trustee, bank or nominee approved if the applicable proposal receives affirmative holding the shares confirming the beneficial owner’s votes from the holders of at least eighty percent (80%) ownership as of the Record Date; or other similar of the voting power of all outstanding shares of Dollar evidence of ownership. We reserve the right to deny General entitled to vote generally in the election of admittance to anyone who does not comply with directors. these requirements. With respect to each of these proposals, and any other We will decide in our sole discretion whether your matter properly brought before the annual meeting, documentation meets the admission requirements. If you may vote in favor of or against the proposal, or you you hold shares in a joint account, both owners can be may elect to abstain from voting your shares. admitted to the meeting if proof of joint ownership is provided and you both provide identification. How will abstentions and broker non-votes be treated? Where can I find directions to the annual Abstentions and broker non-votes will be treated as meeting? shares that are present and entitled to vote for Directions to Goodlettsville City Hall, where we will hold purposes of determining whether a quorum is present the annual meeting, are posted on the “Investor but will not be counted as votes cast either in favor of Information” section of our website located at or against a particular proposal. Abstentions and www.dollargeneral.com. broker non-votes will have no effect on the outcome of proposals 1, 2 or 3, but will have the effect of votes Will the annual meeting be webcast? against proposals 4 and 5. Yes. You may visit the “News and Events—Events and Presentations” section of the “Investor Information” What are broker non-votes? page of our website located at www.dollargeneral.com Although your broker is the record holder of any shares at 9:00 a.m., Central Time, on May 27, 2020 to access that you hold in street name, it must vote those shares the live webcast of the annual meeting. An archived pursuant to your instructions. If you do not provide copy of the webcast will be available on our website for instructions, your broker may exercise discretionary at least 60 days. The information on our website, voting power over your shares for “routine” items but however, is not incorporated by reference into, and not for “non-routine” items. All matters described in does not form a part of, this proxy statement. this proxy statement, except for the ratification of the appointment of our independent auditor, are What happens if a change to the annual considered to be non-routine matters. meeting is necessary due to exigent circumstances? “Broker non-votes” occur when shares held of record by a broker are not voted on a matter because the We are sensitive to public health and travel concerns beneficial owner has not provided voting instructions related to the coronavirus (COVID-19) and accordingly and the broker either lacks or declines to exercise the may announce alternative arrangements for the annual authority to vote the shares in its discretion. meeting, including holding the annual meeting solely by means of remote communication. If we take this step, Who may attend the annual meeting? we will announce the change(s) in advance, and details on how to participate will be issued by press release, Only shareholders as of the Record Date, their proxy posted on our website (investor.dollargeneral.com) and holders and our invited guests may attend the annual filed with the SEC as additional proxy materials. A meeting. To be admitted to the annual meeting, you meeting held solely by means of remote communication must present a government-issued photo identification, will have no impact on shareholders’ ability to provide such as a driver’s license, state-issued ID card, or their proxy by using the internet or telephone or by passport, and proof of share ownership as of the completing, signing, dating and mailing their proxy card, Record Date. To prove ownership, shareholders of each as explained in this proxy statement. As always, we record will be verified against our list of registered encourage you to vote your shares prior to the annual shareholders, while beneficial shareholders must meeting. present an account statement showing the share 2020 Proxy Statement 3


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    PROPOSAL 1: Election of Directors What is the structure of the Board of experience requirements and, for any such candidate Directors? identified by such search firm, to compile and evaluate information regarding the candidate’s qualifications, Our Board of Directors must consist of 1 to 15 directors, experience, and potential conflicts of interest, and to with the exact number set by the Board. The Board size verify the candidate’s education. Ms. Debra Sandler, a is currently fixed at 9. All directors are elected annually nominee for election at the annual meeting, was by our shareholders. identified as a candidate by the third party search firm. How are directors identified and nominated? Does the Board consider diversity when The Nominating and Governance Committee (the identifying director nominees? “Nominating Committee”) is responsible for identifying, Yes. We have a written policy to endeavor to achieve a evaluating and recommending director candidates, mix of Board members that represents a diversity of including the slate to be presented to shareholders for background and experience in areas that are relevant election at the annual meeting, to our Board of to our business. To implement this policy, the Directors, which makes the ultimate election or Nominating Committee considers each candidate’s nomination determination, as applicable. The individual qualifications in the context of how that Nominating Committee may use a variety of methods candidate would relate to the Board as a whole and is to identify potential director candidates, such as intentional about including in the candidate pool recommendations by our directors, management, persons with diverse attributes such as gender, race shareholders or third-party search firms (see “Can and age. The Committee periodically assesses this shareholders recommend or nominate directors?” policy’s effectiveness as part of its annual below). The Nominating Committee has retained a self-evaluation. The matrix included below illustrates third-party search firm to assist in identifying potential the diverse experience and composition of our Board. Board candidates who meet our qualification and Board of Directors Experience and Composition Matrix Total Retail Industry Experience 8 Senior Leadership (C-Suite) Experience 9 Strategic Planning/M&A Experience 7 Public Board Experience 6 Financial Expertise 5 General Independence 8 Global/International Experience (Sourcing or Operations) 5 Branding/Marketing/Consumer Behavior Experience 6 Human Capital Experience 1 E-commerce/Digital/Technology Experience 3 Risk Management Experience 8 Racial/Gender Diversity 4 4 2020 Proxy Statement


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    PROPOSAL 1: ELECTION OF DIRECTORS How are nominees evaluated; what are the Who are the nominees this year? threshold qualifications? All nominees for election as directors at the annual The Nominating Committee is charged with meeting, consisting of the 8 incumbent directors who recommending to our Board of Directors only those were elected at the 2019 annual meeting of candidates that it believes are qualified to serve as shareholders and Ms. Sandler who was appointed to Board members consistent with the director selection our Board effective April 1, 2020, were nominated by criteria established by the Board and who have not the Board of Directors for election by shareholders at reached the age of 76, unless the Board has approved the annual meeting upon the recommendation of the an exception to this limit on a case by case basis. If a Nominating Committee. Our Board believes that each waiver is granted, it will be reviewed annually. of the nominees can devote an adequate amount of The Nominating Committee assesses a candidate’s time to the effective performance of director duties independence, background, experience, and time and possesses all of the threshold qualifications commitments, as well as our Board’s skill needs. With identified above. respect to incumbent directors, the Committee also If elected, each nominee would hold office until the assesses the meeting attendance record and suitability 2021 annual meeting of shareholders and until his or for continued service. The Committee determines that her successor is elected and qualified, subject to any each nominee is in a position to devote adequate time earlier resignation or removal. to the effective performance of director duties and possesses the following threshold characteristics: The following lists the nominees, their ages at the date integrity and accountability, informed judgment, of this proxy statement and the calendar year in which financial literacy, a cooperative approach, a record of they first became a director, along with their achievement, loyalty, and the ability to consult with and biographies and the experience, qualifications, advise management. The Committee recommends attributes or skills that led the Board to conclude that candidates, including those submitted by shareholders, each nominee should serve as a director of Dollar only if it believes a candidate’s knowledge, experience General. and expertise would strengthen the Board and that the candidate is committed to representing our shareholders’ long-term interests. Biography: Mr. Bryant served as the President and Chief Executive Officer of Longs Drug Stores Corporation from 2002 through 2008 and as its Chairman of the Board from 2003 through his retirement in 2008. Prior to joining Longs Drug Stores, he served as a Senior Vice President of The Kroger Co. from 1999 to 2002. Mr. Bryant has served as a director of Loblaw Companies Limited of Canada since May 2013 and served as a director of OfficeMax Incorporated from 2004 to 2013 and Office Depot, Inc. from November 2013 to July 2017. Specific Experience, Qualifications, Attributes, and Skills: WARREN Mr. Bryant has over 40 years of retail experience, including experience in marketing, F. BRYANT merchandising, operations, and finance. His substantial experience in leadership and policy- Age: 74 making roles at other retail companies, together with his current and former experience as a board member for other retailers, provides him with an extensive understanding of our Director Since: industry, as well as with valuable executive management skills, global, strategic planning, and 2009 risk management experience, and the ability to effectively advise our CEO. 2020 Proxy Statement 5


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    PROPOSAL 1: ELECTION OF DIRECTORS Biography: Mr. Calbert has served as our Chairman of the Board since January 2016. He joined the private equity firm KKR & Co. L.P. in January 2000 and was directly involved with several KKR portfolio companies until his retirement in January 2014, after which he served as a consultant to KKR until June 2015. Mr. Calbert led KKR’s Retail industry team prior to his retirement. He also served as the Chief Financial Officer of Randall’s Food Markets from 1997 until it was sold in September 1999 and worked as a certified public accountant and consultant with Arthur Andersen Worldwide from 1985 to 1994, where his primary focus was the retail and consumer industry. Mr. Calbert has served as a director of AutoZone, Inc. since MICHAEL May 2019. He previously served as our Chairman of the Board from July 2007 until M. CALBERT December 2008 and as our lead director from March 2013 until his re-appointment as our Age: 57 Chairman of the Board in January 2016. Director Since: Specific Experience, Qualifications, Attributes, and Skills: 2007 Mr. Calbert has considerable experience in managing private equity portfolio companies and is experienced with corporate finance and strategic business planning activities. As the former head of KKR’s Retail industry team, Mr. Calbert has a strong background and extensive experience in advising and managing companies in the retail industry, including evaluating business strategies, financial plans and structures, risk, and management teams. His former service on various private company boards in the retail industry, as well as his current service on the board of another public retail company, further strengthens his knowledge and experience within our industry. Mr. Calbert also has a significant financial and accounting background evidenced by his prior experience as the chief financial officer of a retail company and his 10 years of practice as a certified public accountant. ......................................................................................................................................................................... Biography: Ms. Cochran has served as a director and President and Chief Executive Officer of Cracker Barrel Old Country Store, Inc., a restaurant and retail concept, since September 2011. She joined Cracker Barrel in April 2009 as Executive Vice President and Chief Financial Officer and was named President and Chief Operating Officer in November 2010. She also held several positions at Books-A Million, Inc., including Chief Executive Officer (February 2004 to April 2009), President (August 1999 to February 2004), Chief Financial Officer (September 1993 to August 1999) and Vice President of Finance (August 1992 to September 1993). Ms. Cochran has served as a director of Lowe’s Companies, Inc. since SANDRA January 2016. B. COCHRAN Age: 61 Specific Experience, Qualifications, Attributes, and Skills: Ms. Cochran brings over 25 years of retail experience to Dollar General as a result of her Director Since: current and former roles at Cracker Barrel Old Country Store and her former roles at Books- 2012 A-Million. This experience allows her to provide additional support and perspective to our CEO and our Board. In addition, Ms. Cochran’s industry, executive, and other public company board experience provides leadership, consensus-building, strategic planning, risk management, and budgeting skills. Ms. Cochran also has significant financial experience, having served as the chief financial officer of two public companies and as vice president, corporate finance of SunTrust Securities, Inc., and our Board has determined that she qualifies as an audit committee financial expert. 6 2020 Proxy Statement


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    PROPOSAL 1: ELECTION OF DIRECTORS Biography: Ms. Fili-Krushel has served as Chief Executive Officer of the Center for Talent Innovation, a non-profit think tank that focuses on global talent strategies, since September 2018. She previously was Executive Vice President (April 2015 to November 2015) of NBCUniversal, serving as a strategist and key advisor to the CEO; Chairman of NBCUniversal News Group (July 2012 to April 2015); and Executive Vice President of NBCUniversal (January 2011 to July 2012) overseeing the operations and technical services, business strategy, human resources and legal functions. She was Executive Vice President of Administration at Time Warner Inc. (July 2001 to December 2010) overseeing philanthropy, corporate social PATRICIA responsibility, human resources, worldwide recruitment, employee development and growth, D. FILI-KRUSHEL compensation and benefits, and security; Chief Executive Officer of WebMD Health Corp. Age: 66 (April 2000 to July 2001); and President of ABC Television Network (July 1998 to April Director Since: 2000). Ms. Fili-Krushel has served as a director of Chipotle Mexican Grill, Inc. since March 2012 2019. Specific Experience, Qualifications, Attributes, and Skills: Ms. Fili-Krushel’s background increases the breadth of experience of our Board as a result of her extensive executive experience overseeing the business strategy, philanthropy, corporate social responsibility, human resources, recruitment, employee growth and development, compensation and benefits, and legal functions, along with associated risks, at large public companies in the media industry. She also brings valuable oversight experience in diversity- related workplace matters from her leadership position at the Center for Talent Innovation, as well as digital and e-commerce experience gained while serving as CEO of WebMD Health Corp. In addition, her understanding of consumer behavior based on her knowledge of viewership patterns and preferences provides additional perspective to our Board in understanding our customer base, and her other public company board experience brings additional perspective to our Board. ......................................................................................................................................................................... Biography: Mr. McGuire has served as a director and Chief Executive Officer of Mobile Service Center Canada, Ltd. (d/b/a Mobile Klinik), a chain of professional smartphone repair stores, since October 2018 and as its Chairman of the Board (June 2017 to October 2018). He retired from McKinsey & Company, a worldwide management consulting firm, in August 2017 after serving as a leader of its global retail and consumer practice for almost 28 years, including leading the Americas retail practice for five years. While at McKinsey, Mr. McGuire led consulting efforts with major retail, telecommunications, consumer service, and marketing organizations in Canada, the United States, Latin America, Europe, and Australia. He also TIMOTHY co-founded McKinsey Analytics, a global group of consultants bringing advanced analytics I. MCGUIRE capabilities to clients to help make better business decisions. Mr. McGuire also held various Age: 59 positions with Procter & Gamble (1983 to 1989), including Marketing Director for the Director Since: Canadian Food & Beverage division. 2018 Specific Experience, Qualifications, Attributes, and Skills: Mr. McGuire brings 30 years of valuable retail experience to our company, recently as Chief Executive Officer of Mobile Klinik and having served as a leader of McKinsey’s global retail and consumer practice for almost 28 years. He has expertise in strategy, new store/concept development, marketing and sales, operations, international expansion, big data and advanced analytics, as well as risk management experience. In addition, Mr. McGuire’s focus while at McKinsey on use of advanced analytics in retail, developing and implementing growth strategies for consumer services, food, general-merchandise and multi-channel retailers, developing new retail formats, the application of lean operations techniques, the redesign of merchandise flows, supply-chain optimization efforts, and the redesign of purchasing and supplier-management approaches, brings extensive relevant perspectives to our Board as it seeks to consult and advise our CEO and to shape our corporate strategy. 2020 Proxy Statement 7


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    PROPOSAL 1: ELECTION OF DIRECTORS Biography: Mr. Rhodes was named Chairman of AutoZone, Inc., a specialty retailer and distributor of automotive replacement parts and accessories, in June 2007 and has served as its President and Chief Executive Officer and a director since 2005. He also previously held various other key management positions with AutoZone since joining the company in 1994. Prior to 1994, Mr. Rhodes was a manager with Ernst & Young LLP. Specific Experience, Qualifications, Attributes, and Skills: Mr. Rhodes has 25 years of experience in the retail industry, including extensive experience in WILLIAM operations, supply chain, and finance, among other areas. This background serves as a C. RHODES, III strong foundation for offering invaluable perspective and expertise to our CEO and our Age: 54 Board. In addition, his experience as a board chairman and chief executive officer of a public retail company provides leadership, consensus-building, strategic planning, and budgeting Director Since: skills, as well as international experience and an extensive understanding of both short- and 2009 long-term issues confronting the retail industry. Mr. Rhodes also has a strong financial background, and our Board has determined that he qualifies as an audit committee financial expert. ......................................................................................................................................................................... Biography: Ms. Sandler has served as President and Chief Executive Officer of La Grenade Group, LLC, a marketing consultancy that serves packaged goods companies operating in the health and wellness space, since September 2015. She also has served as Chief Executive Officer of Mavis Foods, LLC, a startup she founded that makes and sells Caribbean sauces and marinades, since April 2018. Ms. Sandler previously served seven years with Mars, Inc., including Chief Health and Wellbeing Officer (July 2014 to July 2015); President, Chocolate North America (April 2012 to July 2014); and Chief Consumer Officer, Chocolate (November DEBRA 2009 to March 2012). She also held senior leadership positions with Johnson & Johnson from A. SANDLER 1999 to 2009, where her last position was Worldwide President for McNeil Nutritionals LLC, a fully integrated business unit within the Johnson & Johnson Consumer Group of Companies. Age: 60 She began her career in 1985 with PepsiCo, Inc., where she served for 13 years in a variety of Director Since: marketing positions of increasing responsibility. Ms. Sandler has served as a director of 2020 Archer Daniels Midland Company since May 2016 and Gannett Co., Inc. since June 2015. Specific Experience, Qualifications, Attributes, and Skills: Ms. Sandler has strong marketing and operating experience and a proven record of creating, building, enhancing, and leading well-known consumer brands as a result of the leadership positions she has held with Mars, Johnson & Johnson, and PepsiCo. These positions have required an extensive understanding of consumer behavior and the evolving retail environment. In addition, her launch of Mavis Foods has provided her with valuable e-commerce and strategic planning experience, and her other public company board experience will bring additional perspective to our Board. 8 2020 Proxy Statement


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    PROPOSAL 1: ELECTION OF DIRECTORS Biography: Mr. Santana has served as Executive Vice President and Chief Marketing Officer of Harman International Industries, a wholly-owned subsidiary of Samsung Electronics Co., Ltd., since April 2013, with responsibility for Harman’s worldwide marketing strategy and global design group. Mr. Santana previously served as Senior Vice President and Chief Marketing Officer of Samsung Electronics North America (June 2010 to September 2012), where he was responsible for launching Samsung’s U.S. e-commerce business. He also served 16 years at PepsiCo, Inc. (June 1994 to May 2010) in multiple international and domestic leadership roles in marketing, including Vice President of Marketing, North American Beverages, Pepsi-Cola, RALPH and held positions with its Frito-Lay’s international and North America operations. E. SANTANA Mr. Santana began his career at Beverage Marketing Corporation (July 1989 to June 1992) Age: 52 where he served as a beverage industry consultant designing market entry and expansion Director Since: strategies. 2018 Specific Experience, Qualifications, Attributes, and Skills: Mr. Santana has over 25 years of marketing experience spanning multiple technology and food and beverage consumer packaged goods categories. His deep understanding of digital marketing and retail shopper marketing, particularly in the area of consumer packaged goods, and his extensive experience in shaping multi-cultural strategy, executing marketing programs, and making brands culturally relevant further enhances our Board’s ability to provide oversight and thoughtful counsel to management in these important and evolving areas of our business. His executive position also provides risk management experience. ......................................................................................................................................................................... Biography: Mr. Vasos has served as Chief Executive Officer and a member of our Board since June 2015. He joined Dollar General in December 2008 as Executive Vice President, Division President and Chief Merchandising Officer and was promoted to Chief Operating Officer in November 2013. Prior to joining Dollar General, Mr. Vasos served in executive positions with Longs Drug Stores Corporation for seven years, including Executive Vice President and Chief Operating Officer (February 2008 to November 2008) and Senior Vice President and Chief Merchandising Officer (2001 to 2008), where he was responsible for all pharmacy and front-end marketing, merchandising, procurement, supply chain, advertising, store TODD development, store layout and space allocation, and the operation of three distribution J. VASOS centers. He also previously served in leadership positions at Phar-Mor Food and Drug Inc. Age: 58 and Eckerd Corporation. Director Since: Specific Experience, Qualifications, Attributes, and Skills: 2015 Mr. Vasos has extensive retail experience, including over 10 years with Dollar General. His experience overseeing the merchandising, operations, marketing, advertising, global procurement, supply chain, store development, store layout and space allocation functions of other retail companies bolsters Mr. Vasos’s thorough understanding of all key areas of our business. In addition, Mr. Vasos’s service in leadership and policy-making positions of other retail companies has provided him with the necessary leadership skills to effectively guide and oversee the direction of Dollar General and with the consensus-building skills required to lead our management team. 2020 Proxy Statement 9


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    PROPOSAL 1: ELECTION OF DIRECTORS Can shareholders recommend or nominate access bylaw provides that holders of at least 3% of our directors? outstanding shares, held by up to 20 shareholders, Yes. Shareholders may recommend candidates to our holding the shares continuously for at least 3 years, can Nominating Committee by providing the same nominate up to 20% of our Board for election at an information within the same deadlines required for annual shareholders’ meeting. nominating candidates pursuant to the advance notice For more specific information regarding these provisions in our Bylaws. Our Nominating Committee is deadlines in respect of the 2021 annual meeting of required to consider such candidates and to apply the shareholders, see “Shareholder Proposals for 2021 same evaluation criteria to them as it applies to other Annual Meeting” below. You should consult our Bylaws, director candidates. Shareholders also can go a step posted on the “Investor Information—Corporate further and nominate directors for election by Governance” section of our website located at shareholders by following the advance notice www.dollargeneral.com, for more detailed information procedures in our Bylaws. regarding the processes summarized above. No Whether recommending a candidate for our shareholder nominees have been submitted for this Nominating Committee’s consideration or nominating a year’s annual meeting. director for election by shareholders, you must submit a written notice for receipt by our Corporate Secretary What if a nominee is unwilling or unable to at the address and within the deadlines disclosed under serve? “Shareholder Proposals for 2021 Annual Meeting.” The That is not expected to occur. If it does, the persons notice must contain all information required by our designated as proxies on the proxy card are authorized Bylaws about the shareholder proposing the nominee to vote your proxy for a substitute designated by our and about the nominee. Board of Directors. We also have a “proxy access” provision in our Bylaws which allows eligible shareholders to nominate Are there any family relationships between candidates for election to our Board and include such any of the directors, executive officers or candidates in our proxy statement and ballot subject to nominees? the terms, conditions, procedures and deadlines set There are no family relationships between any of our forth in Article I, Section 12 of our Bylaws. Our proxy directors, executive officers or nominees. The Board of Directors unanimously recommends that Shareholders vote FOR FOR the election of each of the 9 nominees named in this proposal. 10 2020 Proxy Statement


  • Page 25

    CORPORATE GOVERNANCE What governance practices are in place to promote effective independent Board leadership? The Board of Directors has adopted a number of governance practices to promote effective independent Board leadership, such as: Independent Board Chairman Mr. Calbert, an independent director, serves as our Chairman of the Board. In this role, Mr. Calbert serves as a liaison between the Board and our CEO, approves Board meeting agendas, leads the review of the Board’s annual self-evaluation, and participates with the Compensation Committee in the annual CEO performance evaluation. This decision allows our CEO to focus his time and energy on managing our business, while our Chairman devotes his time and attention to matters of Board oversight and governance. The Board, however, recognizes that no single leadership model is right for all companies and at all times, and the Board will review its leadership structure as appropriate to ensure it continues to be in the best interests of Dollar General and our shareholders. Annual Self-Evaluations and Board Succession Planning The Board, each standing committee, and each individual director are evaluated annually using a process approved by the Nominating Committee. Mr. Calbert, as Chairman of both the Board and the Nominating Committee, discusses the results of the individual evaluations, as well as succession considerations, with each director. The Board and each committee review and discuss the results of the Board and applicable committee evaluations, all with the goal of enhancing Board leadership, effectiveness and oversight. Regularly Scheduled Independent Director Sessions Opportunity is available at each regularly scheduled Board meeting for executive sessions of the non-management directors (all of whom are currently independent). Mr. Calbert, as Chairman, presides over all executive sessions of the non-management and the independent directors. Annual CEO Performance Evaluations The CEO is annually evaluated under the leadership of the Compensation Committee and the Chairman of the Board. All independent directors are invited to provide input into this discussion. What is the Board’s role in risk oversight? Our Board of Directors and its committees have an Counsel also periodically provides information to the important role in our risk oversight process. We identify Board regarding our insurance coverage and programs and manage our key risks using our enterprise risk as well as litigation and other legal risks. management program. This framework evaluates internal and external business, financial, legal, In addition to consideration as part of the enterprise reputational and other risks, identifies mitigation risk management program, cybersecurity risk is further strategies, and assesses any residual risk. The program evaluated through various internal audits as well as employs interviews with various levels of management engagements of third parties to perform cybersecurity and our Board and reviews of strategic initiatives, assessments, benchmark our cybersecurity program, recent or potential legislative or regulatory changes, and assess how any identified vulnerabilities in the certain internal metrics and other information. The industry might impact our company and would be Audit Committee oversees our enterprise risk prevented and/or detected by of our controls and management program, reviewing enterprise risk procedures. Management develops action plans to evaluation results at least annually and high residual address select identified opportunities for risk categories, along with their mitigation strategies, improvement, and the Audit Committee quarterly quarterly. In addition, as part of its regular review of reviews metrics pertaining to cybersecurity risks and progress versus the strategic plan, our Board reviews mitigation. related material risks as appropriate. Our General 2020 Proxy Statement 11


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    CORPORATE GOVERNANCE Our Compensation Committee is responsible for The entire Board is regularly informed about risks overseeing the management of risks relating to our through the committee reporting process, as well as executive compensation program. As discussed under through special reports and updates from management “Executive Compensation—Compensation Risk and advisors. This enables the Board and its Considerations” below, the Compensation Committee committees to coordinate the risk oversight role, also participates in periodic assessments of the risks particularly with respect to risk interrelationships. Our relating to our overall compensation programs. In Board believes this division of risk management addition, our Nominating Committee reviews detailed responsibilities effectively addresses the material risks facing Dollar General. Our Board further believes that information regarding corporate governance trends our leadership structure, described above, supports the and practices within our company’s industry as well as risk oversight function of the Board as it allows our across industries to inform governance-related independent directors, through the independent Board recommendations to the Board. For more information committees and in executive sessions of independent regarding the role of each standing committee, see directors, to exercise effective oversight of “What functions are performed by the Audit, management’s actions in identifying risks and Compensation and Nominating Committees?” below. implementing effective risk management policies and controls. What functions are performed by the Audit, Compensation and Nominating Committees? Our Board of Directors has a standing Audit these committees is set forth below. In addition to the Committee, Compensation Committee and Nominating functions outlined below, each committee performs an Committee, each with a Board-adopted written charter annual self-evaluation, periodically reviews and available on the “Investor Information—Corporate reassesses its charter, and evaluates and makes Governance” section of our website located at recommendations concerning shareholder proposals www.dollargeneral.com. Current information regarding that are within the committee’s expertise. Name of Committee & Members Committee Functions AUDIT: • Selects the independent auditor Mr. Rhodes, Chairperson Mr. Bryant • Annually evaluates the independent auditor’s qualifications, performance and independence, as well as the lead audit partner; periodically considers the Ms. Cochran advisability of audit firm rotation; and reviews the annual report on the independent auditor’s internal quality control procedures and any material issues raised by its most recent review of internal quality controls • Pre-approves audit engagement fees and terms and all permitted non-audit services and fees, and discusses the audit scope and any audit problems or difficulties • Sets policies regarding the hiring of current and former employees of the independent auditor • Discusses the annual audited and quarterly unaudited financial statements with management and the independent auditor • Reviews CEO/CFO disclosures regarding any significant deficiencies or material weaknesses in our internal control over financial reporting, and establishes procedures for receipt, retention and treatment of complaints regarding accounting or internal controls • Discusses the types of information to be disclosed in earnings press releases and provided to analysts and rating agencies • Discusses policies governing the process by which risk assessment and risk management are undertaken • Reviews internal audit activities, projects and budget • Discusses with our general counsel legal matters having an impact on financial statements • Furnishes the committee report required in our proxy statement 12 2020 Proxy Statement


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    CORPORATE GOVERNANCE Name of Committee & Members Committee Functions COMPENSATION: • Reviews and approves corporate goals and objectives relevant to CEO Ms. Fili-Krushel, Chairperson compensation Mr. Bryant • Determines executive officer compensation (with an opportunity for the Mr. McGuire independent directors to ratify CEO compensation) and recommends Board compensation for Board approval • Oversees overall compensation philosophy and principles • Establishes short-term and long-term incentive compensation programs for senior officers and approves all equity awards • Oversees share ownership guidelines and holding requirements for Board members and senior officers • Oversees the performance evaluation process for senior officers • Reviews and discusses disclosure regarding executive compensation, including Compensation Discussion and Analysis and compensation tables (in addition to preparing the report on executive compensation for our proxy statement) • Selects and determines fees and scope of work of its compensation consultant • Oversees and evaluates the independence of its compensation consultant and other advisors NOMINATING AND GOVERNANCE: • Develops and recommends criteria for selecting new directors Mr. Calbert, Chairperson • Screens and recommends to our Board individuals qualified to serve on our Ms. Fili-Krushel Board Ms. Sandler Mr. Santana • Recommends Board committee structure and membership • Recommends persons to fill Board and committee vacancies • Develops and recommends Corporate Governance Guidelines and corporate governance practices • Oversees the process governing annual Board, committee and director evaluations • Evaluates shareholder proposals relating to corporate governance, director nominations, social responsibility or sustainability or other matters unless within the subject matter jurisdiction or expertise of another independent Board committee Does Dollar General have an audit met 5, 5, 6 and 3 times, respectively. Each incumbent committee financial expert serving on its director attended at least 75% of the total of all Audit Committee? meetings of the Board and committees on which he or Yes. Our Board has determined that each of she served which were held during the period for which Ms. Cochran and Mr. Rhodes is an audit committee he or she was a director and a member of each financial expert who is independent as defined in NYSE applicable committee. listing standards and in our Corporate Governance Guidelines. The SEC has determined that designation What is Dollar General’s policy regarding as an audit committee financial expert will not cause a Board member attendance at the annual person to be deemed to be an “expert” for any meeting? purpose. Our Board of Directors has adopted a policy that all directors should attend annual shareholders’ meetings How often did the Board and its committees unless attendance is not feasible due to unavoidable meet in 2019? circumstances. All persons serving as Board members During 2019, our Board, Audit Committee, at the time attended the 2019 annual shareholders’ Compensation Committee and Nominating Committee meeting. 2020 Proxy Statement 13


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    CORPORATE GOVERNANCE Does Dollar General have a management Requirements” and “Director Compensation” for more succession plan? information on these guidelines and holding requirements. The Compensation Committee Yes. Our Board of Directors ensures that a formalized establishes the related administrative details. process governs long-term management development and succession. Our Board formally reviews our management succession plan at least annually. Our How can I communicate with the Board of comprehensive program encompasses not only our Directors? CEO and other executive officers but all employees We describe our Board-approved process for security through the front-line supervisory level. The program holders and other interested parties to contact the focuses on key succession elements, including entire Board, a particular director, or the identification of potential successors for positions non-management directors or independent directors as where it has been determined that internal succession a group on www.dollargeneral.com under “Investor is appropriate, assessment of each potential Information—Corporate Governance.” successor’s level of readiness, and preparation of individual growth and development plans. With respect Where can I find more information about to CEO succession planning, our long-term business Dollar General’s corporate governance strategy is also considered. In addition, we maintain practices? and review with the Board periodically a confidential Our governance-related information is posted on procedure for the timely and efficient transfer of the www.dollargeneral.com under “Investor Information— CEO’s responsibilities in the event of an emergency or Corporate Governance,” including our Corporate his sudden incapacitation or departure. Governance Guidelines, Code of Business Conduct and Ethics, the charter of each of the Audit Committee, the Are there share ownership guidelines and Compensation Committee and the Nominating holding requirements for Board members Committee, and the name(s) of the person(s) chosen and senior officers? to lead the executive sessions of the non-management Yes. Details of our share ownership guidelines and directors and, if different, of the independent directors. holding requirements for Board members and senior This information is available in print to any shareholder officers are included in our Corporate Governance who sends a written request to: Investor Relations, Guidelines. See “Compensation Discussion and Dollar General Corporation, 100 Mission Ridge, Analysis—Share Ownership Guidelines and Holding Goodlettsville, Tennessee 37072. 14 2020 Proxy Statement


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    DIRECTOR COMPENSATION Our director compensation program is designed to fairly pay directors for their time and efforts and to align their interests with the long-term interests of our shareholders. The Compensation Committee reviews at least once every two years the form and amount of director compensation in light of these goals and makes recommendations to the Board of Directors for approval. In developing its recommendations, the Committee considers peer group market data as the primary market reference point, industry survey data for a general understanding of compensation practices in the broader market context, and directional recommendations, all as presented by its independent compensation consultant, Pearl Meyer. More information about our peer group and the Pearl Meyer engagement can be found under “Use of Market Data” and “Use of Outside Advisors,” respectively, in “Compensation Discussion and Analysis.” Management serves in an administrative and support role for the Compensation Committee and Pearl Meyer, conducting research, compiling data, providing necessary Company-specific information, or otherwise assisting as requested. The Committee also may seek management’s viewpoint on Pearl Meyer’s analysis and recommendations. The following table and text summarize the compensation earned by or paid to each person who served as a non-employee member of our Board of Directors during all or part of 2019. Ms. Sandler is not included in the table below because she did not serve on our Board during 2019 and accordingly did not earn or receive compensation for 2019. Mr. Vasos, whose executive compensation is discussed under “Executive Compensation” below, was not separately compensated for his service on the Board. We have omitted the columns pertaining to non-equity incentive plan compensation and change in pension value and nonqualified deferred compensation earnings because they are inapplicable. Fiscal 2019 Director Compensation Fees Earned or Stock Option All Other Paid in Cash Awards Awards Compensation Total Name ($)(1) ($)(2) ($)(3) ($)(4) ($) Warren F. Bryant 95,000 144,701 — 1,678 241,379 Michael M. Calbert 97,837 360,835 — 4,058 462,730 Sandra B. Cochran 109,633 144,701 — 1,678 256,012 Patricia D. Fili-Krushel 115,000 144,701 — 1,678 261,379 Timothy I. McGuire 95,000 144,701 — 1,678 241,379 William C. Rhodes, III 120,000 144,701 — 1,678 266,379 Ralph E. Santana 95,000 144,701 — 1,678 241,379 (1) In addition to the annual Board retainer, Mss. Cochran and Fili-Krushel and Messrs. Calbert and Rhodes earned annual retainers, pro-rated as applicable, for service as committee chairpersons during all or part of fiscal 2019. (2) Represents the grant date fair value of restricted stock units (“RSUs”) awarded to Mr. Calbert on February 4, 2019 ($216,134) for his annual Chairman of the Board retainer, as well as to each director (including Mr. Calbert) on May 29, 2019 ($144,701), in each case computed in accordance with FASB ASC Topic 718. Information regarding assumptions made in the valuation of these awards is included in Note 9 of the annual consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended January 31, 2020, filed with the SEC on March 19, 2020 (our “2019 Form 10-K”). As of January 31, 2020, each of the persons listed in the table above had the following total unvested RSUs outstanding (including additional unvested RSUs credited as a result of dividend equivalents earned with respect to such RSUs): each of Messrs. Bryant, McGuire, Rhodes and Santana and Mss. Cochran and Fili-Krushel (1,229); and Mr. Calbert (3,098). (3) The Board eliminated the use of stock option awards as part of director compensation beginning in fiscal 2015. As of January 31, 2020, each of the persons listed in the table above had the following total unexercised stock options outstanding (whether or not then exercisable): Each of Messrs. Bryant, Calbert and Rhodes (16,207); Ms. Cochran (13,120); Ms. Fili-Krushel (12,892); and each of Messrs. McGuire and Santana (0). (4) Represents the dollar value of dividends paid, accumulated or credited on unvested RSUs. Perquisites and personal benefits, if any, totaled less than $10,000 per director and therefore are not included in the table. 2020 Proxy Statement 15


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    DIRECTOR COMPENSATION Each non-employee director receives payment (prorated as applicable) for a fiscal year in quarterly installments of the following cash compensation, as applicable, along with an annual award of RSUs, payable in shares of our common stock, under our Amended and Restated 2007 Stock Incentive Plan (our “Stock Incentive Plan”) having the estimated value listed below: Audit Compensation Nominating Estimated Committee Committee Committee Value of Board Chairperson Chairperson Chairperson Equity Fiscal Retainer Retainer Retainer Retainer Award Year ($) ($) ($) ($) ($) 2019 95,000 25,000 20,000 17,500 150,000(1) (1) For annual equity awards granted in fiscal year 2020, the estimated value of equity awards has been increased to $165,000 as a result of the Committee’s review of market data and the recommendations of the Committee’s compensation consultant. The RSUs are awarded annually to each non-employee payments for 5, 10 or 15 years. Participating directors director who is elected or re-elected at the annual can direct the hypothetical investment of deferred fees shareholders’ meeting and to any new director into funds identical to those offered in our 401(k) Plan appointed thereafter but before February 1 of a given and will be credited with the deemed investment gains year. The RSUs are scheduled to vest on the first and losses. The amount of the benefit will vary anniversary of the grant date subject to certain depending on the fees the director has deferred and accelerated vesting conditions. Directors generally may the deemed investment gains and losses. Benefits upon defer receipt of shares underlying the RSUs. death are payable to the director’s named beneficiary in a lump sum. In the event of a director’s disability (as In addition to the fees outlined above, the Chairman of defined in the Non-Employee Director Deferred the Board receives an annual retainer delivered in the Compensation Plan), the unpaid benefit will be paid in form of RSUs, payable in shares of our common stock a lump sum. Participant deferrals are not contributed to under our Stock Incentive Plan and scheduled to vest a trust, and all benefits are paid from Dollar General’s on the first anniversary of the grant date, subject to general assets. certain accelerated vesting conditions, having an estimated value of $200,000. Our non-employee directors are subject to share ownership guidelines, expressed as a multiple of the The forms and amounts of director compensation as annual cash retainer payable for service on our Board, outlined above were recommended by the and holding requirements. The current ownership Compensation Committee and approved by the Board guideline is 5 times and should be acquired within after taking into account market data, 5 years of election to the Board. When the ownership recommendations of the Committee’s compensation guideline is increased, incumbent non-employee consultant, Pearl Meyer, and, for the additional equity directors are allowed an additional year to acquire the award to the Chairman of the Board, his further incremental multiple. Each non-employee director is responsibilities to the Company. required to retain ownership of 100% of all net after-tax Up to 100% of cash fees earned for Board services in a shares granted by Dollar General until reaching the fiscal year generally may be deferred under the share ownership target. As of January 31, 2020, each of Non-Employee Director Deferred Compensation Plan. our Board members was in compliance with our share Benefits are payable upon separation from service in ownership and holding requirement policy either the form, as elected by the director at the time of because he or she met the guideline or was within the deferral, of a lump sum distribution or monthly allotted grace period. 16 2020 Proxy Statement


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    DIRECTOR INDEPENDENCE Is Dollar General subject to the NYSE to be material. Any director who has a material governance rules regarding director relationship with Dollar General or its management is independence? not considered to be independent. Absent special Yes. A majority of our directors must satisfy the circumstances, the Board does not consider or analyze independence requirements set forth in the NYSE any relationship that management has determined falls listing standards. All members of the Audit Committee, within the parameters of the Board’s separately the Compensation Committee and the Nominating adopted categorical independence standards. Committee also must be independent to comply with NYSE listing standards and, in the case of the Audit Are all of the directors and nominees Committee, with SEC rules. The NYSE listing standards independent? define specific relationships that disqualify directors Our CEO, Todd J. Vasos, is the only non-independent from being independent and further require that the director. Our Board has affirmatively determined that Board affirmatively determine that a director has no each of Warren F. Bryant, Michael M. Calbert, Sandra B. material relationship with Dollar General in order to be Cochran, Patricia D. Fili-Krushel, Timothy I. McGuire, considered “independent.” The SEC’s rules and NYSE William C. Rhodes, III, Debra A. Sandler, and Ralph E. listing standards contain separate definitions of Santana is independent under both the NYSE listing independence for members of audit committees and standards and our additional independence standards. compensation committees, respectively. Except as described below, any relationship between an independent director or nominee and Dollar General How does the Board of Directors determine or our management fell within the Board-adopted director independence? categorical standards and, accordingly, was not The Board of Directors determines the independence reviewed or considered by our Board in making of each director and director nominee using guidelines independence decisions. There is no person currently it has adopted, which include all elements of serving or who served in 2019 on the Audit Committee, independence in the NYSE listing standards and SEC the Compensation Committee or the Nominating rules as well as certain Board-adopted categorical Committee that does or did not meet, as applicable, independence standards. You may find these guidelines the NYSE independence requirements for membership within our Corporate Governance Guidelines posted on on those committees, our additional standards and, as the “Investor Information—Corporate Governance” to the Audit Committee, SEC rules. section of our website located at In reaching the determination that Ms. Cochran is www.dollargeneral.com. independent, the Board considered that her brother The Board first considers whether any director or has been employed by the Company since 2009 and nominee has a relationship covered by the NYSE listing currently serves as Vice President of Government and standards that would prohibit an independence finding Public Relations, a non-executive officer position, as for Board or committee purposes. The Board then described in more detail under “Transactions with analyzes any relationship of the remaining eligible Management and Others.” Ms. Cochran does not serve directors and nominees with Dollar General or our on the Compensation Committee which approves management that falls outside the parameters of the decisions pertaining to Mr. Brophy’s compensation, and Board’s separately adopted categorical independence she does not participate in his performance standards to determine if that relationship is material. evaluations. Mr. Brophy’s cash compensation and The Board may determine that a person who has a equity awards are approved by the Compensation relationship outside such parameters is nonetheless Committee pursuant to our related-party transactions independent because the relationship is not considered approval policy. 2020 Proxy Statement 17


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    TRANSACTIONS WITH MANAGEMENT AND OTHERS Does the Board of Directors have a related- • Transactions where the rates or charges are party transactions approval policy? determined by competitive bid. Yes. Our Board of Directors has adopted a written • Transactions for services as a common or contract policy for the review, approval or ratification of “related carrier or public utility at rates or charges fixed in party” transactions. A “related party” for this purpose conformity with law or governmental authority. includes our directors, director nominees, executive officers and greater than 5% shareholders, and any of • Transactions involving services as a bank depositary their immediate family members, and a “transaction” of funds, transfer agent, registrar, trustee under a includes one in which (1) the total amount may exceed trust indenture, or similar services. $120,000, (2) Dollar General is a participant and (3) a • Compensatory transactions available on a related party will have a direct or indirect material nondiscriminatory basis to all salaried employees interest (other than as a director or a less than 10% generally, ordinary course business travel expenses owner of another entity, or both). and reimbursements, or compensatory arrangements The policy requires prior Board approval for known to directors, director nominees or officers or any related party transactions, subject to certain exceptions other related party that otherwise have been listed below. In addition, at least annually using a list of approved by the Board or an authorized committee. immediate family members and affiliates from our directors and executive officers, relevant internal What related-party transactions existed in departments determine if any transactions were 2019 or are planned for 2020? unknowingly entered into with a related party, and the Ms. Cochran’s brother, Stephen Brophy, has been Board reviews a list of any such transactions, subject to employed by the Company since 2009 and currently the exceptions listed below. The related party may not serves as our Vice President of Government and Public participate in approval of the transaction and must Relations, a non-executive officer position. For 2019, provide to the Board all material information Mr. Brophy earned from Dollar General total cash concerning the transaction. compensation (comprised of his base salary and bonus compensation) of less than $360,000 and received an Each of our Chairman and our CEO is authorized to annual equity award consisting of 1,926 non-qualified approve a related party transaction in which he is not stock options, 256 RSUs and 256 PSUs. In March 2020, involved if the total anticipated amount is less than Mr. Brophy received an annual equity award consisting $1 million and he informs the Board of the transaction. of 1,783 non-qualified stock options, 190 RSUs, and 190 In addition, the transactions below are deemed PSUs, in each case on terms consistent with annual pre-approved without Board review or approval: equity awards received by all Dollar General employees • Transactions involving a total amount that does not at Mr. Brophy’s job grade level and on terms exceed the greater of $1 million or 2% of the entity’s substantially similar to the forms of award agreements annual consolidated revenues (total consolidated on file with the SEC. We expect Mr. Brophy’s total cash assets in the case of a lender) if no related party who compensation for 2020 to not exceed $370,000. is an individual participates in providing the services Mr. Brophy also is eligible to participate in employee or goods to, or negotiations with, us on the entity’s benefits plans and programs available to our other behalf or receives special compensation or benefit as full-time employees. a result. Ms. Cochran does not serve on the Compensation • Charitable contributions if the total amount does not Committee which approves decisions pertaining to exceed 2% of the recipient’s total annual receipts and Mr. Brophy’s compensation, and she does not no related party who is an individual participates in participate in his performance evaluations. Mr. Brophy’s the grant decision or receives any special cash compensation and equity awards are approved by compensation or benefit as a result. the Compensation Committee pursuant to our related- party transactions approval policy. • Transactions where the interest arises solely from Dollar General share ownership and all of our shareholders receive the same benefit on a pro rata basis. 18 2020 Proxy Statement


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    SHAREHOLDER ENGAGEMENT Does the Board of Directors engage with practices. Shareholders also generally appreciated our shareholders? efforts and initiatives on environmental and social issues, including the publication of the “Serving Others” Yes. Our Board of Directors values shareholder report that details the numerous ways in which Dollar feedback and seeks to build and maintain relationships General strives to serve our customers, employees, with shareholders to ensure that shareholder communities, and ultimately shareholders, in perspectives are incorporated into the Board decision- responsible and sustainable ways. Feedback from these making process. In furtherance of this goal, we conduct meetings was provided to our Board and informed year-round outreach through our senior management, decisions with respect to our next iteration of our investor relations and legal teams to ensure that we “Serving Others" report and committee memberships. understand and consider issues of importance to our shareholders. We further enhanced our shareholder These discussions also were part of the data that engagement efforts in 2019 with a focus on helped inform the Board’s decision to recommend the environmental, social and governance (“ESG”) matters, corporate governance proposals (proposals 4 and 5 in inviting shareholders representing in the aggregate this proxy statement) to replace the supermajority vote more than 66% of our outstanding shares to share their requirements in our Charter and Bylaws with a majority perspectives on these matters with our Board. of outstanding shares vote requirement. In general, shareholders that elected to participate in this ESG outreach program expressed strong support for our governance and executive compensation 2020 Proxy Statement 19


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    EXECUTIVE COMPENSATION This section provides details of fiscal 2019 compensation for our named executive officers: Todd J. Vasos, Chief Executive Officer; John W. Garratt, Executive Vice President and Chief Financial Officer; Jeffery C. Owen, Chief Operating Officer; Jason S. Reiser, Executive Vice President and Chief Merchandising Officer; and Rhonda M. Taylor, Executive Vice President and General Counsel. Compensation Discussion and Analysis Overview Our executive compensation program is designed to serve the long-term interests of our shareholders. To deliver superior shareholder returns, we believe it is critical to offer a competitive compensation package that will attract, retain, and motivate experienced executives with the requisite expertise. Our program is designed to balance the short-term and long-term components and thus incent achievement of our annual and long-term business strategies, to pay for performance, and to maintain our competitive position in the market in which we compete for executive talent. Compensation Best Practices We strive to align our executives’ interests with those of our shareholders and to follow sound corporate governance practices. Compensation Practice Dollar General Policy Pay for performance A significant portion of compensation is linked to the financial performance of key metrics. All of our annual bonus compensation and equity incentive compensation is performance based. See “Pay for Performance.” Robust share ownership guidelines Our share ownership guidelines and holding requirements create further and holding requirements alignment with shareholders’ long-term interests. See “Share Ownership Guidelines and Holding Requirements.” Clawback policy Our annual equity awards and Teamshare bonus program allow for the clawback of performance-based incentive compensation paid or awarded to a named executive officer in the case of a material financial restatement of our consolidated financial statements resulting from fraud or intentional misconduct on the part of the executive officer. No hedging or pledging Dollar General Our policy prohibits executive officers and Board members (and certain of their securities or holding Dollar General family members, entities and trusts) from hedging against any decrease in the market value of Dollar General equity securities awarded by our company and securities in margin accounts held by them, and from pledging as collateral or holding in a margin account any securities issued by Dollar General. See “Hedging and Pledging Policies.” No excise tax gross-ups and minimal We do not provide tax gross-up payments to named executive officers other income tax gross-ups than on relocation-related items. Double-trigger provisions All equity awards granted to named executive officers since March 2016 include a “double-trigger” vesting provision upon a change in control. No repricing or cash buyout of Our equity incentive plan prohibits repricing underwater stock options, underwater stock options without reducing the exercise price of stock options or replacing awards with cash or another award type, without shareholder approval. shareholder approval Annual compensation risk assessment At least annually, our Compensation Committee assesses the risk of our compensation program. 20 2020 Proxy Statement


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    EXECUTIVE COMPENSATION Pay for Performance 17% Consistent with our philosophy, and as illustrated to the STI right, a significant portion of annualized total target compensation for our named executive officers in 2019 was variable/at-risk as a result of being either performance-based, linked to changes in our stock CEO 12% Salary VARIABLE/ price, or both. AT-RISK 71% 88% In addition, the following financial performance was LTI achieved in accordance with our short-term and long-term incentive plans: • Teamshare Bonus Program In connection with our 2019 Teamshare bonus program, we achieved 2019 adjusted EBIT (as defined and calculated for purposes of the Teamshare bonus program) of $2.373 billion, or 103.89% of the adjusted 21% STI EBIT target, which resulted in a 2019 Teamshare OTHER payout to each named executive officer of 138.92% of his or her target Teamshare bonus percentage NEOs opportunity (see “Short-Term Cash Incentive Plan”). (Averaged) VARIABLE/ 25% • Performance Share Units 54% AT-RISK Salary LTI 75% The portion of the awards granted in March 2019 subject to 2019 adjusted EBITDA performance was earned at 123.7% of target, based on achieving adjusted EBITDA of $2.873 billion, or 102.4% of the adjusted EBITDA target, and the portion of the LTI — Long-Term Equity Incentive awards granted in March 2017 subject to 2017-2019 (stock options and performance share units) adjusted ROIC performance was earned at 162.0% of STI — Short-Term Cash Incentive target based on achieving adjusted ROIC of 18.49%, (Teamshare bonus program) or 101.7% of the adjusted ROIC three-year 2017-2019 target, in each case as defined and calculated in the PSU award agreements (see “Long-Term Equity Incentive Program”). Shareholder Response Philosophy and Objectives The most recent shareholder advisory vote on our We strive to attract, retain, and motivate persons with named executive officer compensation was held on superior ability, to reward outstanding performance, May 29, 2019. Excluding abstentions and broker and to align the long-term interests of our named non-votes, 95.4% of total votes were cast in support of executive officers with those of our shareholders. The the program. Because we view this outcome as material compensation principles applicable to the overwhelmingly supportive of our compensation compensation of our named executive officers are policies and practices, we do not believe the vote outlined below: requires consideration of changes to the program. Nonetheless, because market practices and our • In determining total compensation, we consider a business needs continue to evolve, we continually reasonable range of the median of total evaluate our program and make changes when compensation of comparable positions at companies warranted. within our peer group, while accounting for distinct circumstances not reflected in the market data such At our annual meeting of shareholders held on May 31, as unique job descriptions as well as our particular 2017, our shareholders expressed a preference that niche in the retail sector and the impact that a advisory votes on executive compensation occur every particular officer may have on our ability to meet year. Consistent with this preference, our Board business objectives. For competitive or other implemented an annual advisory vote on executive reasons, our levels of total compensation or any compensation until the next advisory vote on the component of compensation may exceed or be frequency of shareholder votes on executive below the median range of our peer group. compensation, which will occur no later than our 2023 • We set base salaries to reflect the responsibilities, annual meeting of shareholders. experience, performance, and contributions of the 2020 Proxy Statement 21


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    EXECUTIVE COMPENSATION named executive officers and the salaries for practices and changes in the regulatory environment, comparable positions, while maintaining an and providing competitive market studies. Pearl Meyer, appropriate balance between base salary and along with management, also prepares market data for incentive compensation. consideration by the Committee in making decisions on • We reward named executive officers who enhance items such as base salary, the Teamshare bonus our performance by linking cash and equity program, and the long-term incentive program. incentives to the achievement of our financial goals. Management’s Role • We promote share ownership to align the interests of our named executive officers with those of our Our executive management team prepares and shareholders. recommends our annual financial plan to our Board of Directors for approval and establishes a 3-year financial • In approving compensation arrangements, we plan. The financial performance targets used in our consider recent compensation history, including incentive compensation programs are the same as special or unusual compensation payments. those in such financial plans and approved by our Compensation Committee. Our CEO and our Chief Oversight and Process People Officer, as well as non-executive members of the human resources group, provide assistance to the Oversight Committee and Pearl Meyer regarding executive The Compensation Committee of our Board of compensation matters, including conducting research, Directors, or a subcommittee thereof if required for tax compiling data and/or making recommendations or other reasons, in each case consisting entirely of regarding compensation amount, compensation mix, independent directors, determines and approves the incentive program structure alternatives, peer group compensation of our named executive officers. composition, and compensation-related governance Throughout this “Compensation Discussion and practices, as well as providing information to and Analysis,” the use of the term Compensation coordinating with Pearl Meyer as requested. Committee (or Committee) means either the entire Additionally, our General Counsel may provide legal committee or a subcommittee thereof if required for advice to the Committee regarding executive tax or other reasons, as applicable. The independent compensation and related governance and legal members of our Board are provided the opportunity to matters and contractual arrangements from time to ratify the Committee’s determinations pertaining to the time. Although these recommendations may impact level of CEO compensation. each of such officers’ compensation to the extent they participate in the plans and programs, none of such Use of Outside Advisors officers make recommendations to the Committee regarding their specific compensation. For the role of The Compensation Committee has selected Pearl management in named executive officers’ performance Meyer to serve as its compensation consultant and has evaluations, see “Use of Performance Evaluations” determined that Pearl Meyer is independent and that below. Although the Committee values and solicits its work has not raised any conflicts of interest. When management’s input, it retains and exercises sole requested by the Committee, a Pearl Meyer authority to make decisions regarding named executive representative attends Committee meetings and officer compensation. participates in private sessions with the Committee, and Committee members are free to consult directly with Pearl Meyer as desired. Use of Performance Evaluations The Committee (or its Chairperson) determines the Each member of the Board of Directors is asked to scope of Pearl Meyer’s services and has approved a provide feedback to the Chairman of the Board written agreement that details the terms under which regarding the CEO’s overall performance. The Chairman Pearl Meyer will provide independent advice to the of the Board shares such information with the Committee. The approved scope of Pearl Meyer’s work Compensation Committee. The Compensation generally includes the performance of analyses and Committee, together with the Chairman of the Board, provision of independent advice related to our then assesses the performance of the CEO, and the executive and non-employee director compensation CEO evaluates and reports to the Committee on the programs and related matters in support of the performance of each of the other named executive Committee’s decisions, and more specifically, includes officers, in each case versus previously established performing preparation work associated with goals. The Committee also has input into each named Committee meetings, providing advice in areas such as executive officer’s performance evaluation. These compensation philosophy, compensation risk evaluations are subjective; no objective criteria or assessment, peer group, incentive plan design, relative weighting is assigned to any individual goal or executive compensation disclosure, emerging best factor. 22 2020 Proxy Statement


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    EXECUTIVE COMPENSATION Performance ratings serve as an eligibility threshold for Pearl Meyer annually provides peer group data for the annual base salary increases and may directly impact CEO, to ensure that the Committee is aware of any the amount of such increases. The Committee starts significant movement in CEO compensation levels with the percentage base salary increase that equals within the peer group, and biennially for each named the overall budgeted increase for our U.S.-based executive officer position below CEO. In alternating employee population and approves differing merit years, the Committee uses the prior year data for increases to base salary based upon each named non-CEO compensation decisions after applying an executive officer’s individual performance rating. The aging factor recommended by Pearl Meyer. In 2019, Committee then considers whether additional Pearl Meyer provided peer group data for all 2019 CEO adjustments are necessary to reflect performance, and non-CEO compensation decisions. responsibilities or qualifications; to bring pay within a reasonable range of the peer group; due to a change in Elements of Named Executive Officer role or duties; to achieve a better balance between Compensation base salary and incentive compensation; or for other reasons the Committee believes justify a variance from We provide compensation in the form of base salary, the merit increase. short-term cash incentives, long-term equity incentives, benefits, and limited perquisites. We believe each of Performance evaluation results have the potential to these elements is a necessary component of the total affect the amount of Teamshare bonus payout because compensation package and is consistent with the Committee is allowed to adjust payments upward compensation programs at companies with whom we or downward depending upon the named executive compete both for business and talent. Decisions officer’s individual performance or other factors. regarding each named executive officer’s 2019 An unsatisfactory performance rating will reduce the compensation are discussed below, followed by a number of, or completely eliminate, stock options description of each element of compensation and the awarded to the named executive officer in the following related applicable programs, as well as applicable year. In addition, individual performance and other financial performance results certified with respect to factors, such as company and department performance periods that ended in 2019. performance, tenure, retention, and succession, are used as part of a subjective assessment to determine 2019 Compensation Generally each named executive officer’s equity award value The Compensation Committee considered the annual within a previously determined range of values. compensation of each named executive officer in March 2019 and later determined Mr. Owen’s additional Use of Market Data compensation upon his promotion to Chief Operating Officer in August 2019. The Compensation Committee approves, periodically reviews, and utilizes a peer group when making compensation decisions (see “Philosophy and (a) 2019 Compensation Decisions for Mr. Vasos Objectives”). The peer group data typically is In March 2019, the Compensation Committee considered annually for base salary adjustments, target considered the base salary, short-term incentive, and equity award values, Teamshare target bonus long-term incentive components of Mr. Vasos’s opportunities, and total target compensation, and compensation, as well as his total target compensation, periodically when considering structural changes to our in each case in comparison to the peer group data (see executive compensation program. “Use of Market Data”). After considering the peer group data, as well as Mr. Vasos’s and the Company’s Our peer group consists of companies selected fiscal 2018 performance (see “Use of Performance according to their similarity to our operations, services, Evaluations”), and Mr. Vasos’s experience and tenure in revenues, markets, availability of information, and any the CEO role, the Committee determined to increase other information the Committee deems appropriate. Mr. Vasos’s base salary to $1,300,000, effective April 1, Such companies are likely to have executive positions 2019 (8.33% increase from his prior year’s base salary), comparable in breadth, complexity and scope of and to maintain his target short-term incentive responsibility to ours. The peer group used for 2019 bonus percentage opportunity (150% of base salary) compensation decisions consisted of: and his 2019 equity grant value ($8.0 million) at his 2018 levels. The Committee believed that such actions Aramark Kohl’s Sysco placed each component of Mr. Vasos’s 2019 AutoZone L Brands Target compensation as well as his 2019 total target Best Buy Lowe’s TJX Companies compensation within a reasonable range of the median CarMax Ross Stores Tractor Supply of the peer group data. See “Short-Term Cash Incentive Dollar Tree Starbucks Yum! Brands Plan” and “Long-Term Equity Incentive Program” for a Genuine Parts description of such programs. 2020 Proxy Statement 23


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    EXECUTIVE COMPENSATION (b) 2019 Compensation Decisions for Other considered the peer group data, Mr. Owen’s existing Named Executive Officers level of compensation, prior equity awards (including the size of such awards compared to other executive In March 2019, the Compensation Committee officers), level of experience and qualifications, as well considered the base salary, short-term incentive, and as the responsibilities of the position, and increased his long-term incentive components, as well as total target base salary to $800,000 (19% increase from his prior compensation of the non-CEO named executive 2019 base salary), increased his target short-term officers, in each case in comparison to the peer group incentive bonus percentage opportunity from 75% to data (see “Use of Market Data”), as well as each such 100% of base salary (prorated for the portion of 2019 officer’s performance (see “Use of Performance that he served as Chief Operating Officer), and Evaluations”). The Committee made no change to any awarded equity with a grant value of $300,000 such officer’s target short-term incentive delivered in the form of stock options (consistent with bonus percentage opportunity (in each case, 75% of the vehicle the Committee uses to deliver other base salary) from the prior year’s level, which the employees’ promotion equity awards), all effective on Committee concluded remained reasonably aligned August 27, 2019. The options were granted with a per with the peer group data. See “Short-Term Cash share exercise price equal to the fair market value of Incentive Plan” for a description of the bonus program. one share of our common stock on the grant date. However, beginning in 2019, the Committee These options vest 25% annually on each of the first incorporated the use of an equity grant value range to four anniversaries of the grant date, subject to determine each non-CEO named executive officer’s Mr. Owen’s continued employment with us and certain equity grant value level, rather than using the same accelerated vesting provisions, and have a ten-year target value for all non-CEO named executive officer term. The Committee determined that Mr. Owen’s total positions, to achieve better market alignment at the compensation after promotion was within a reasonable individual position level while continuing to allow for range of the market median given his experience, the subjective performance differentiation and sufficiently position and his qualifications. incenting and retaining such officers. The Committee determined the equity grant value range based on the Base Salary peer group data and then determined each such named executive officer’s actual grant value within the Base salary promotes our recruiting and retention range based on a subjective assessment of a variety of objectives by reflecting the salaries for comparable factors outlined above under “Use of Performance positions in the competitive marketplace, recognizing Evaluations.” Each such named executive officer’s performance, and providing a stable and predictable March 2019 equity grant values were: each of Messrs. income source for our executives. Our employment Garratt and Reiser ($1.35 million), Mr. Owen agreements set forth minimum base salary levels, ($1.55 million), and Ms. Taylor ($1.4 million). See which the Compensation Committee retains sole “Long-Term Equity Incentive Program” for a description discretion to increase from time to time. The of the equity awards. Committee routinely considers annual base salary adjustments in March. In addition, the Committee approved base salary merit increases in accordance with each such officer’s 2018 Short-Term Cash Incentive Plan performance rating within the limitations of the 3% overall U.S. merit budget increase for 2019, resulting in Our short-term cash incentive plan, called Teamshare, a base salary increase of 2.82% for each non-CEO provides an opportunity to receive a cash bonus named executive officer, effective April 1, 2019. The payment equal to a certain percentage of base salary Committee determined that each such named based upon Dollar General’s level of achievement of executive officer’s total target compensation for 2019 one or more pre-established financial performance remained within a reasonable range of the peer group targets. Accordingly, Teamshare fulfills an important median and reflected the responsibilities of the position part of our pay for performance philosophy while and the experience and contributions of the individual aligning the interests of our named executive officers and thus no additional base salary adjustments were and our shareholders. made. See “Use of Performance Evaluations.” (a) 2019 Teamshare Structure (c) 2019 Compensation Decisions for Mr. Owen’s The Compensation Committee uses adjusted EBIT as Promotion to Chief Operating Officer the Teamshare financial performance measure because In August 2019, our Board created the new position of it is a comprehensive measure of corporate Chief Operating Officer and promoted Mr. Owen from performance that the Committee believes aligns with Executive Vice President, Store Operations, to such our shareholders’ interests. For purposes of the 2019 new position. In determining Mr. Owen’s related Teamshare program, adjusted EBIT is defined as our compensation, the Compensation Committee operating profit as calculated in accordance with U.S. 24 2020 Proxy Statement


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    EXECUTIVE COMPENSATION generally accepted accounting principles, but excludes Long-Term Equity Incentive Program the impact of (a) costs, fees and expenses directly Long-term equity incentives are an important part of related to the consideration, negotiation, preparation, our pay for performance philosophy and are designed or consummation of any transaction that results in a to motivate named executive officers to focus on Change in Control (within the meaning of our Stock long-term success for shareholders while rewarding Incentive Plan) or to any securities offering; them for a long-term commitment to us. The (b) disaster-related charges; (c) gains or losses Compensation Committee considers annual equity associated with our LIFO computation; and (d) unless awards each March at its regular quarterly meeting and the Committee disallows any such item, (i) any considers special equity awards as necessary in unbudgeted loss as a result of the resolution of a legal connection with one-time events such as a new hire, matter or (ii) any unplanned loss(es) or gain(s) related promotion, or special performance. Equity awards are to the implementation of accounting or tax legislative made under our shareholder-approved Stock Incentive changes or (iii) any unplanned loss(es) or gain(s) of a Plan. non-recurring nature, provided that in the case of each of (i), (ii) and (iii) such amount equals or exceeds $1 million for a single loss or gain, as applicable, and (a) 2019 Annual Equity Award Structure $10 million in the aggregate. The Compensation Committee delivers the annual equity awards to named executive officers 50% in The Committee set the 2019 adjusted EBIT options and 50% in PSUs, believing that this mix performance goal at approximately $2.284 billion, appropriately incents a long-term focus while aligning which was the adjusted EBIT target amount in our the interests of management with those of Board-approved 2019 annual financial plan. The shareholders. threshold (below which no bonus may be earned) and maximum (above which no further bonus may be The options are granted with a per share exercise price earned) performance levels are 90% and 120% of the equal to the fair market value of one share of our target level, respectively, as the Committee believes common stock on the grant date, vest 25% annually on such levels appropriately align pay and performance April 1 of each of the four fiscal years following the and are reasonably consistent with the practices of our fiscal year in which the grant is made, subject to peer group. Payouts for financial performance are continued employment with us and certain accelerated based on actual adjusted EBIT results and are vesting provisions, and have a ten-year term. The PSUs interpolated on a straight-line basis between the can be earned if specified financial performance goals threshold and target levels and between the target and are achieved during the applicable performance maximum levels. periods and if certain additional vesting requirements are met as discussed more specifically below. The bonus payable to each named executive officer upon achieving the target level of financial For PSUs the Committee selects and sets targets for performance is equal to the officer’s applicable financial performance measures, then establishes percentage of base salary disclosed under “2019 threshold and maximum levels of performance derived Compensation Generally,” unless the Committee elects from those targets. The number of PSUs earned to consider other factors as allowed under the program depends on the level of financial performance achieved as described above under “Use of Performance versus such targets. The Committee selected adjusted Evaluations”. Payout percentages at the threshold and EBITDA and adjusted ROIC as the financial maximum performance levels are calculated at 50% performance measures for the 2019 PSUs. Half of the and 300%, respectively, of the applicable target award is subject to adjusted EBITDA performance and percentage of base salary. half of the award is subject to adjusted ROIC performance. The Committee continues to believe that these financial measures and the mix between them (b) 2019 Teamshare Results appropriately balance the emphasis placed upon The Compensation Committee certified the adjusted earnings performance as well as rigorous capital EBIT performance result at $2.373 billion (103.89% of management over the long-term. the adjusted EBIT target) which resulted in 2019 For the 2019 PSU awards, a one-year performance Teamshare payouts to each of the named executive period corresponding to our 2019 fiscal year was officers of 138.92% of each named executive officer’s established for the PSUs which are subject to the target Teamshare bonus percentage opportunity. Such adjusted EBITDA performance measure. The adjusted amounts are reflected in the “Non-Equity Incentive EBITDA performance goal of approximately Plan Compensation” column of the Summary $2.807 billion was the target amount set forth in our Compensation Table. Board-approved 2019 annual financial plan. Further increasing the focus on multi-year performance as a counterbalance to short-term incentives, the PSUs 2020 Proxy Statement 25


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    EXECUTIVE COMPENSATION which are subject to the adjusted ROIC performance amortization, plus (iii) single lease cost, minus (y) taxes, measure are subject to a three-year performance divided by (b) the result of (x) the sum of the averages period beginning the first day of our 2019 fiscal year of: (i) total assets, including any assets associated with and extending through the last day of our 2021 fiscal the adoption of new lease accounting standards in year. The adjusted ROIC performance goal of 20.68% is 2019 not otherwise reflected in our balance sheet, plus the average of the adjusted ROIC goals for each fiscal (ii) accumulated depreciation and amortization, minus year within the performance period as set forth in our (y) (i) cash, minus (ii) goodwill, minus (iii) accounts three-year financial plan as it existed at the time the payable, minus (iv) other payables, minus (v) accrued PSUs were awarded. liabilities, but excludes the impact of all items excluded from the 2019 Teamshare program adjusted EBIT Adjusted EBITDA is calculated as income (loss) from calculation outlined above. continuing operations before cumulative effect of change in accounting principles plus interest and other The following tables show the amount (as a percent of financing costs, net, provision for income taxes, and target) of such PSUs that could be earned at each of depreciation and amortization, but excludes the impact the threshold, target, and maximum performance levels of all items excluded from the 2019 Teamshare program for each applicable performance period, as well as the adjusted EBIT calculation outlined above. 2019 adjusted EBITDA performance result and the Adjusted ROIC for the three-year performance period number of PSUs earned by each named executive is calculated as (a) the result of (x) the sum of (i) our officer as a result of such performance. operating income, plus (ii) depreciation and Adjusted EBITDA (2019) EBITDA Result v. Result ($) PSUs Earned Level* Target (%) (in billions) (% of Target) Below Threshold <90 <2.526 0 Threshold 90 2.526 50 Target 100 2.807 100 Maximum 120 3.368 300 2019 Results 102.4 2.873 123.7 * PSUs earned for performance between threshold, target, and maximum levels are interpolated in a manner similar to that used for our 2019 Teamshare bonus program. 2019 PSUs Earned Name (Adjusted EBITDA) Mr. Vasos 21,106 Mr. Garratt 3,561 Mr. Owen 4,090 Mr. Reiser 3,561 Ms. Taylor 3,694 Adjusted ROIC (2019-2021) Result v. ROIC PSUs Earned Level* Target (%) Result (%) (% of Target) Below Threshold <95.2 <19.68 0 Threshold 95.2 19.68 50 Target 100.0 20.68 100 Maximum 104.8 21.68 300 * PSUs earned for performance between threshold, target, and maximum levels are interpolated in a manner similar to that used for our 2019 Teamshare bonus program. The PSUs earned by each named executive officer for executive officer for adjusted ROIC performance during fiscal 2019 adjusted EBITDA performance will vest in the three-year performance period will vest on April 1, equal one-third installments on April 1, 2020, April 1, 2022, subject to such officer’s continued employment 2021, and April 1, 2022, subject to such officer’s with us and certain accelerated vesting provisions. All continued employment with us and certain accelerated vested PSUs will be settled in shares of our common vesting provisions. Subject to certain pro-rata vesting stock. conditions, the PSUs earned, if any, by each named 26 2020 Proxy Statement


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    EXECUTIVE COMPENSATION (b) 2017 PSU Awards – Completed 2017-2019 transaction that results in a change in control (within Performance Period the meaning of our Stock Incentive Plan) or any security offering; (b) disaster-related charges; (c) any Certain of the PSUs awarded in 2017 were subject to an gains or losses associated with our LIFO computation; adjusted ROIC performance measure for a three-year (d) in 2019, impacts related to lease accounting rules; performance period beginning on the first day of our and (e) unless the Compensation Committee disallows 2017 fiscal year and extending through the last day of any such item, (i) any unbudgeted loss as a result of our 2019 fiscal year, based on the average adjusted the resolution of a legal matter or (ii) any unplanned ROIC for each fiscal year within the three-year period. loss(es), net of related unplanned gains, of a The average adjusted ROIC was derived from our non-recurring nature, provided that in the case of each three-year financial plan in place at the time of the of (i) and (ii) such amount equals or exceeds $1 million award and is calculated as (a) the result of (x) the sum for a single loss or net loss, as applicable, and of (i) our operating income, plus (ii) depreciation and $10 million in the aggregate. amortization, plus (iii) minimum rentals for 2017 and 2018 and single lease cost for 2019, minus (y) taxes, The following tables show the amount (as a percent of divided by (b) the result of (x) the sum of the averages target) of such PSUs that could be earned at each of of: (i) total assets, excluding any assets associated with the applicable threshold, target and maximum the adoption of new lease accounting standards in performance levels, as well as the actual performance 2019, plus (ii) accumulated depreciation and result and the number of such PSUs earned by each amortization, minus (y) (i) cash, minus (ii) goodwill, named executive officer who received a 2017 PSU minus (iii) accounts payable, minus (iv) other payables, award. When calculating the performance result, the minus (v) accrued liabilities, plus (vi) 8x minimum Committee exercised negative discretion to adjust rentals for 2017 and 2018 and 8x single lease cost for ROIC for the material positive impact of the Tax Cuts 2019 (with all of the foregoing terms as determined per and Jobs Act driven by both the benefit associated our financial statements for each fiscal year), but with the remeasurement of deferred tax assets and excluding the impact of (a) any costs, fees and liabilities in 2017 and for the ongoing federal corporate expenses directly related to the consideration, tax rate reduction in 2017, 2018 and 2019. negotiation, preparation or consummation of any Adjusted ROIC (2017-2019) Result v. ROIC PSUs Earned Level* Target (%) Result (%) (% of Target) Below Threshold <94.5 <17.18 0 Threshold 94.5 17.18 50 Target 100.0 18.18 100 Maximum 105.5 19.18 300 2017-2019 Results 101.7 18.49 162.0 * PSUs earned for performance between threshold, target, and maximum levels are interpolated in a manner similar to that used for our 2019 Teamshare bonus program. Name 2017 – 2019 PSUs Earned (Adjusted ROIC) Mr. Vasos 10,878 Mr. Garratt 2,537 Mr. Owen 2,537 Ms. Taylor 2,628 2020 Proxy Statement 27


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    EXECUTIVE COMPENSATION (c) Share Ownership Guidelines and Holding Requirements Our senior officers are subject to share ownership guidelines and holding requirements. The share ownership guideline is a multiple of annual base salary as in effect from time to time and is to be achieved within a five-year time period. Officer Level Multiple of Base Salary CEO 6X COO 4X EVP 3X SVP 2X Each senior officer is required to retain ownership of prior to May 28, 2008, a defined contribution 50% of all net after-tax shares issuable upon vesting or Supplemental Executive Retirement Plan (the “SERP,” exercise of compensatory awards until the target and together with the CDP, the “CDP/SERP Plan”) as ownership level is achieved. As of January 31, 2020, discussed in more detail under “Nonqualified each of our named executive officers was in Deferred Compensation Fiscal 2019”. compliance with our share ownership and holding • We pay the premiums for a life insurance benefit requirement policy either because he or she met the equal to 2.5 times base salary up to a maximum of guideline or was within the allotted grace period. $4 million. (d) Hedging and Pledging Policies • We provide a salary continuation program that provides income replacement for up to 26 weeks at Our policy prohibits Board members, executive officers, 100% of base salary for the first three weeks and 70% and their Controlled Persons from (1) pledging Dollar of base salary thereafter. In addition to the income General securities as collateral, (2) holding Dollar replacement benefit, we pay administrative fees General securities in a margin account, and (3) hedging associated with the program. We also pay the against any decrease in the market value of equity premiums under a group long-term disability plan securities awarded by Dollar General and held by them, that provides 60% of base salary up to a maximum such as entering into or trading prepaid variable monthly benefit of $20,000. forward contracts, equity swaps, collars, puts, calls, • We provide a relocation assistance program under a options, exchange funds (also known as swap funds) or policy applicable to officer-level employees. other derivative instruments related to Dollar General equity securities. All other employees, as well as their • We provide personal financial and estate planning Controlled Persons are strongly discouraged from and tax preparation services through a third party. entering into these types of transactions. Controlled Persons include the Board member’s, executive Employment Agreements and officer’s or employee’s respective spouses, immediate family members sharing their home or that are Severance Arrangements economically dependent on them, entities that they We have an employment agreement with each of our control, and trusts in which they serve as a trustee or named executive officers, each of which has a are a beneficiary. three-year term and is subject to certain automatic extensions. These agreements promote executive Benefits and Perquisites continuity, aid in retention, and, in return for granting such executives certain severance and other rights Our named executive officers participate in certain upon a termination of employment, secure valuable benefits on the same terms that are offered to all of our protections for Dollar General, such as non-compete, salaried employees. We also provide them with limited non-solicitation, and confidentiality obligations, and additional benefits and perquisites for retention and facilitate implementation of our clawback policy. recruiting purposes, to replace benefit opportunities lost due to regulatory limits, and to enhance their We believe that reasonable severance benefits are ability to focus on our business. We do not provide tax appropriate to protect the named executive officer gross-up payments for named executive officers on any against circumstances over which he or she does not benefits and perquisites other than relocation-related have control and as consideration for the promises of items. The primary additional benefits and perquisites non-disclosure, non-competition, non-solicitation, and include the following: non-interference, as well as the clawback rights that we require in our employment agreements. A change in • We provide a compensation deferral plan (the “CDP”) control, by itself (“single trigger”), does not trigger any and, for named executive officers hired or promoted severance provision applicable to our named executive 28 2020 Proxy Statement


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    EXECUTIVE COMPENSATION officers, except for the provisions related to overall compensation philosophy and therefore outstanding equity awards granted prior to 2016. reserves the right to approve compensation that may Equity awards granted in or after 2016 do not provide not be deductible in situations it deems appropriate. for single trigger vesting acceleration but rather require both a termination event and a change in control to accelerate vesting of such equity awards. Compensation Committee Report Considerations Associated with Regulatory Requirements The Compensation Committee of our Board of Directors reviewed and discussed with management Under Section 162(m) of the Internal Revenue Code, we the Compensation Discussion and Analysis required by generally may not take a tax deduction for individual Item 402(b) of Regulation S-K and, based on such compensation over $1 million paid in any taxable year review and discussions, the Compensation Committee to each of the persons that meet the definition of a recommended to the Board that the Compensation covered employee under Section 162(m). For fiscal Discussion and Analysis be included in this document. 2019, covered employees include anyone who was a covered employee for any taxable year beginning after This report has been furnished by the members of the December 31, 2016, anyone who held the position of Compensation Committee: CEO or Chief Financial Officer (“CFO”) at any time • Patricia D. Fili-Krushel, Chairperson during the fiscal year and the three most highly compensated employees who acted as executive • Warren F. Bryant officers (other than as CEO or CFO) at any time during the fiscal year. Prior to U.S. tax law changes in 2017, • Timothy I. McGuire certain performance-based compensation was exempt The above Compensation Committee Report does not from the Section 162(m) deduction limit. However, for constitute soliciting material and should not be deemed tax years beginning after December 31, 2017, the filed or incorporated by reference into any other Dollar performance-based compensation exemption was General filing under the Securities Act of 1933 or the eliminated unless the compensation qualifies for Securities Exchange Act of 1934, except to the extent transition relief applicable to certain arrangements in Dollar General specifically incorporates this report by place as of November 2, 2017. reference therein. The Compensation Committee continues to view the tax deductibility of executive compensation as one of many factors to be considered in the context of its 2020 Proxy Statement 29


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    EXECUTIVE COMPENSATION Summary Compensation Table The following table summarizes compensation paid to or earned by our named executive officers in each of the 2019, 2018 and 2017 fiscal years. We have omitted from this table the columns for “Bonus” and “Change in Pension Value and Nonqualified Deferred Compensation Earnings” because they are inapplicable. Non-Equity Stock Option Incentive Plan All Other Salary Awards Awards Compensation Compensation Total Name and Principal Position(1) Year ($)(2) ($)(3) ($) (4) ($)(5) ($)(6) ($) Todd J. Vasos, 2019 1,283,383 3,996,944 3,927,168 2,708,936 91,628 12,008,059 Chief Executive Officer 2018 1,188,879 3,805,114 3,793,604 1,717,068 97,852 10,602,517 2017 1,127,543 2,847,697 2,827,461 1,921,028 82,680 8,806,409 John W. Garratt, 2019 742,091 674,435 662,705 776,709 66,524 2,922,464 Executive Vice President & 2018 706,511 665,923 663,893 518,698 63,316 2,618,341 Chief Financial Officer 2017 597,256 664,463 659,739 520,441 60,636 2,502,535 Jeffery C. Owen, 2019 725,972 774,346 1,058,485 880,443 65,770 3,505,016 Chief Operating Officer 2018 652,662 713,436 711,314 469,697 60,267 2,607,376 2017 630,529 664,463 659,739 536,861 64,747 2,556,339 Jason S. Reiser, 2019 683,087 674,435 662,705 714,953 60,331 2,795,511 Executive Vice President & 2018 664,488 618,317 616,472 477,456 168,661 2,545,394 Chief Merchandising Officer Rhonda M. Taylor, 2019 585,150 699,500 687,265 612,447 104,940 2,689,302 Executive Vice President & 2018 569,217 665,923 663,893 409,001 117,030 2,425,064 General Counsel 2017 554,396 688,211 683,302 472,039 92,365 2,490,313 (1) Mr. Owen served as Executive Vice President, Store Operations, from June 2015 until his promotion to Chief Operating Officer in August 2019. Mr. Reiser joined Dollar General in July 2017 but was not a named executive officer for 2017. (2) Each named executive officer deferred under the CDP and contributed to our 401(k) Plan a portion of salary earned in each of the fiscal years for which salaries are reported above for the applicable named executive officer. The amounts of the fiscal 2019 salary deferrals under the CDP are included in the Nonqualified Deferred Compensation Table. (3) The amounts reported represent the aggregate grant date fair value of PSUs awarded in each fiscal year for which compensation is required to be reported in the table for each named executive officer, in each case computed in accordance with FASB ASC Topic 718. The PSUs are subject to performance conditions, and the reported value at the grant date is based upon the probable outcome of such conditions on such date. The values of the PSUs at the grant date assuming that the highest level of performance conditions will be achieved are as follows for each fiscal year required to be reported for each applicable named executive officer: Fiscal Mr. Vasos Mr. Garratt Mr. Owen Mr. Reiser Ms. Taylor Year ($) ($) ($) ($) ($) 2019 11,990,832 2,023,304 2,323,039 2,023,304 2,098,501 2018 11,415,341 1,997,768 2,140,307 1,854,951 1,997,768 2017 8,543,092 1,993,388 1,993,388 — 2,064,633 Information regarding the assumptions made in the valuation of these awards is set forth in Note 9 of the annual consolidated financial statements in our 2019 Form 10-K. (4) The amounts reported represent the aggregate grant date fair value of stock options awarded in each fiscal year for which compensation is required to be reported in the table for each named executive officer, in each case computed in accordance with FASB ASC Topic 718. Information regarding assumptions made in the valuation of these awards is set forth in Note 9 of the annual consolidated financial statements in our 2019 Form 10-K. (5) Represents amounts earned pursuant to our Teamshare bonus program for each fiscal year reported. See the discussion of the “Short-Term Cash Incentive Plan” in “Compensation Discussion and Analysis” above. Messrs. Vasos, Garratt and Reiser and Ms. Taylor deferred 5%, 5%, 7% and 25%, respectively, of his or her fiscal 2019 Teamshare bonus payment reported above under the CDP. Messrs. Vasos, Garratt and Reiser deferred 5%, 5% and 7%, respectively, of his fiscal 2018 Teamshare bonus payment reported above under the CDP. Mr. Vasos deferred 5% of his fiscal 2017 Teamshare bonus payment reported above under the CDP. 30 2020 Proxy Statement


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    EXECUTIVE COMPENSATION (6) Includes the following amounts for each named executive officer: Aggregate Incremental Company Match Company Match Company Match Premiums for Cost of Providing Contributions – Contributions – Contributions – Life Insurance Perquisites/Personal 401(k) CDP SERP Program Benefits* Name ($) ($) ($) ($) ($) Mr. Vasos 14,396 49,753 — 2,690 24,789 Mr. Garratt 14,081 23,019 — 1,555 27,869 Mr. Owen 14,568 21,701 — 1,521 27,980 Mr. Reiser 13,860 20,076 — 1,431 24,964 Ms. Taylor 14,064 15,190 74,460 1,226 — * Perquisites and personal benefits for Ms. Taylor totaled less than $10,000 and accordingly the incremental cost is not included in the table or detailed in this footnote. None of the named executive officers received any perquisite or personal benefit for which the aggregate incremental cost individually equaled or exceeded the greater of $25,000 or 10% of total perquisites. The aggregate incremental cost of providing perquisites and personal benefits to Messrs. Vasos, Garratt, Owen and Reiser related to: (1) for each such named executive officer, financial and estate planning services, entertainment events, miscellaneous gifts, limited personal travel expenses associated with a guest’s attendance at business events, premiums paid under our group long-term disability program and our accidental death and dismemberment policy, and an administrative fee for coverage under our short-term disability program; (2) for Messrs. Owen and Reiser, an executive physical medical examination; and (3) for Messrs. Garratt and Owen, one or more directed charitable donations. We also provide each named executive officer with certain perquisites and personal benefits at no aggregate incremental cost to Dollar General, including access to participation in a group umbrella liability insurance program through a third party vendor at a group rate paid by the executive and coverage under our business travel accident insurance for which Dollar General pays a flat fee for the eligible employee population. 2020 Proxy Statement 31


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    EXECUTIVE COMPENSATION Grants of Plan-Based Awards in Fiscal 2019 The table below shows each named executive officer’s fiscal 2019 Teamshare bonus opportunity under “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards.” Actual amounts earned under the fiscal 2019 Teamshare program are shown in the Summary Compensation Table and, for those who received such payments, represent prorated payment on a graduated scale for financial performance between the target and maximum performance levels. See “Short-Term Cash Incentive Plan” in “Compensation Discussion and Analysis” for discussion of such Teamshare program. The table below also shows information regarding equity awards made to our named executive officers for fiscal 2019, all of which were granted pursuant to our Stock Incentive Plan. The awards listed under “Estimated Future Payouts Under Equity Incentive Plan Awards” include the threshold, target, and maximum number of PSUs which could be earned by each named executive officer based upon the level of achievement of the applicable financial performance measures. The awards listed under “All Other Option Awards” include non-qualified stock options that vest over time based upon the applicable named executive officer’s continued employment by Dollar General. See “Long-Term Equity Incentive Program” in “Compensation Discussion and Analysis” above for further discussion of these awards. We have omitted from this table the column for “All Other Stock Awards” because it is inapplicable. All Other Option Grant Estimated Possible Payouts Estimated Future Payouts Awards: Exercise Date Fair Under Non-Equity Incentive Plan Under Equity Incentive Plan Number of or Base Value of Awards Awards Securities Price of Stock and Underlying Option Option Grant Threshold Target Maximum Threshold Target Maximum Options Awards Awards Name Date ($) ($) ($) (#) (#) (#) (#) ($/Sh)(1) ($)(2) Mr. Vasos — 975,000 1,950,000 5,850,000 — — — — — — 03/20/19 — — — — — — 128,398 117.13 3,927,168 03/20/19 — — — 17,062 34,124 102,372 — — 3,996,944 Mr. Garratt — 279,553 559,106 1,677,319 — — — — — — 03/20/19 — — — — — — 21,667 117.13 662,705 03/20/19 — — — 2,879 5,758 17,274 — — 674,435 Mr. Owen — 316,889 633,778 1,901,334 — — — — — — 03/20/19 — — — — — — 24,877 117.13 760,885 03/20/19 — — — 3,306 6,611 19,833 — — 774,346 08/27/19 — — — — — — 9,632 138.75 297,600 Mr. Reiser — 257,326 514,652 1,543,955 — — — — — — 03/20/19 — — — — — — 21,667 117.13 662,705 03/20/19 — — — 2,879 5,758 17,274 — — 674,435 Ms. Taylor — 220,432 440,864 1,322,591 — — — — — — 03/20/19 — — — — — — 22,470 117.13 687,265 03/20/19 — — — 2,986 5,972 17,916 — — 699,500 (1) The per share exercise price was calculated based on the closing market price of one share of our common stock on the date of grant as reported by the NYSE. (2) Represents the aggregate grant date fair value of each equity award, computed in accordance with FASB ASC Topic 718. For equity awards that are subject to performance conditions, the value at the grant date is based upon the probable outcome of such conditions. For information regarding the assumptions made in the valuation of these awards, see Note 9 of the annual consolidated financial statements included in our 2019 Form 10-K. 32 2020 Proxy Statement


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    EXECUTIVE COMPENSATION Outstanding Equity Awards at 2019 Fiscal Year-End The table below sets forth information regarding awards granted under our Stock Incentive Plan and held by our named executive officers as of the end of fiscal 2019. We have omitted from this table the column for “Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options” because it is inapplicable. All awards included in the table, to the extent they have not vested, are subject to certain accelerated vesting provisions as described in “Potential Payments upon Termination or Change in Control.” PSUs reported in the table are payable in shares of our common stock on a one-for-one basis. Option Awards Stock Awards Equity Equity Incentive Plan Incentive Plan Awards: Awards: Market or Market Number of Payout Value Number of Number of Number of Value of Unearned of Unearned Securities Securities Shares or Shares or Shares, Units Shares, Units Underlying Underlying Units of Units of or Other or Other Unexercised Unexercised Option Stock That Stock That Rights That Rights That Options Options Exercise Option Have Not Have Not Have Not Have Not (#) (#) Price Expiration Vested Vested Vested Vested Name Grant Date Exercisable Unexercisable ($) Date (#) ($)(9) (#) ($)(9) Mr. Vasos 03/20/2012 37,440(1) — 45.25 03/20/2022 — — — — (1) 03/18/2013 27,492 — 48.11 03/18/2023 — — — — 12/03/2013 2,880(1) — 56.48 12/03/2023 — — — — 03/18/2014 37,926(1) — 57.91 03/18/2024 — — — — 03/17/2015 44,786(2) — 74.72 03/17/2025 — — — — 06/03/2015 171,122(3) 85,560(3) 76.00 06/03/2025 — — — — (2) 03/16/2016 89,700 29,899(2) 84.67 03/16/2026 — — — — 03/16/2016 28,587(3) 57,172(3) 84.67 03/16/2026 — — — — 03/22/2017 80,756(2) 80,756(2) 70.68 03/22/2027 — — — — (2) (2) 03/21/2018 39,300 117,897 92.98 03/21/2028 — — — — 03/20/2019 — 128,398(2) 117.13 03/20/2029 — — — — 03/22/2017 — — — — 18,143(4) 2,783,318 — — 03/21/2018 — — — — 13,382(5) 2,052,933 61,386(6) 9,417,226 03/20/2019 — — — — 21,106(7) 3,237,871 51,186(8) 7,852,444 Mr. Garratt 12/03/2014 5,031(1) — 66.69 12/03/2024 — — — — 03/17/2015 10,002(2) — 74.72 03/17/2025 — — — — 12/02/2015 7,829(1) — 65.35 12/02/2025 — — — — 03/16/2016 24,668(2) 8,222(2) 84.67 03/16/2026 — — — — 03/22/2017 18,844(2) 18,842(2) 70.68 03/22/2027 — — — — 03/21/2018 6,879(2) 20,631(2) 92.98 03/21/2028 — — — — 03/20/2019 — 21,667(2) 117.13 03/20/2029 — — — — 03/22/2017 — — — — 4,232(4) 649,231 — — 03/21/2018 — — — — 2,342(5) 359,286 10,743(6) 1,648,084 03/20/2019 — — — — 3,561(7) 546,293 8,637(8) 1,325,002 Mr. Owen 08/25/2015 35,703(1) — 73.73 08/25/2025 — — — — 03/16/2016 24,668(2) 8,222(2) 84.67 03/16/2026 — — — — (2) (2) 03/22/2017 18,844 18,842 70.68 03/22/2027 — — — — 03/21/2018 7,371(2) 22,104(2) 92.98 03/21/2028 — — — — 03/20/2019 — 24,877(2) 117.13 03/20/2029 — — — — 08/27/2019 — 9,632(1) 138.75 08/27/2029 — — — — (4) 03/22/2017 — — — — 4,232 649,231 — — 03/21/2018 — — — — 2,508(5) 384,752 11,508(6) 1,765,442 03/20/2019 — — — — 4,090(7) 627,447 9,915(8) 1,521,060 2020 Proxy Statement 33


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    EXECUTIVE COMPENSATION Option Awards Stock Awards Equity Equity Incentive Plan Incentive Plan Awards: Awards: Market or Market Number of Payout Value Number of Number of Number of Value of Unearned of Unearned Securities Securities Shares or Shares or Shares, Units Shares, Units Underlying Underlying Units of Units of or Other or Other Unexercised Unexercised Option Stock That Stock That Rights That Rights That Options Options Exercise Option Have Not Have Not Have Not Have Not (#) (#) Price Expiration Vested Vested Vested Vested Name Grant Date Exercisable Unexercisable ($) Date (#) ($)(9) (#) ($)(9) Mr. Reiser 08/29/2017 23,031(1) 23,030(1) 76.89 08/29/2027 — — — — (2) 03/21/2018 6,387 19,158(2) 92.98 03/21/2028 — — — — 03/20/2019 — 21,667(2) 117.13 03/20/2029 — — — — 03/21/2018 — — — — 2,174(5) 333,513 9,975(6) 1,530,265 03/20/2019 — — — — 3,561(7) 546,293 8,637(8) 1,325,002 Ms. Taylor 03/18/2014 8,470(1) — 57.91 03/18/2024 — — — — 03/17/2015 32,843(2) — 74.72 03/17/2025 — — — — 03/16/2016 24,668(2) 8,222(2) 84.67 03/16/2026 — — — — (2) 03/22/2017 19,516 19,516(2) 70.68 03/22/2027 — — — — 03/21/2018 6,879(2) 20,631(2) 92.98 03/21/2028 — — — — 03/20/2019 — 22,470(2) 117.13 03/20/2029 — — — — 03/22/2017 — — — — 4,384(4) 672,549 — — 03/21/2018 — — — — 2,342(5) 359,286 10,743(6) 1,648,084 03/20/2019 — — — — 3,694(7) 566,697 8,958(8) 1,374,247 (1) Part of a time-based options grant with a vesting schedule of 25% per year on each of the first four anniversaries of the grant date. (2) Part of a time-based options grant with a vesting schedule of 25% per year on each of the first four anniversaries of the April 1 following the grant date. (3) Part of a time-based options grant with a vesting schedule of 33 1/3% per year on each of the third, fourth, and fifth anniversaries of the grant date. (4) Part of a PSU grant, 40% of which were earned as a result of our fiscal 2017 adjusted EBITDA performance and 60% of which were earned as a result of our fiscal 2017-2019 adjusted ROIC performance, and in each case are scheduled to vest on April 1, 2020. (5) Part of a PSU grant that was earned as a result of our fiscal 2018 adjusted EBITDA performance and is scheduled to vest 50% per year on each of April 1, 2020 and April 1, 2021. (6) Part of a PSU grant that is scheduled to vest on April 1, 2021 if the adjusted ROIC performance goal is achieved for fiscal years 2018-2020. The number of PSUs reported in this column assumes achievement of the maximum level of adjusted ROIC performance for the performance period. The actual number of PSUs earned, if any, will be determined based on the actual level of adjusted ROIC performance achieved for the performance period. (7) Part of a PSU grant that was earned as a result of our fiscal 2019 adjusted EBITDA performance and is scheduled to vest 33 1/3% per year on each of the first three anniversaries of the April 1 following the grant date. (8) Part of a PSU grant that is scheduled to vest on April 1, 2022 if the adjusted ROIC performance goal is achieved for fiscal years 2019-2021. The number of PSUs reported in this column assumes achievement of the maximum level of adjusted ROIC performance for the performance period. The actual number of PSUs earned, if any, will be determined based on the actual level of adjusted ROIC performance achieved for the performance period. (9) Computed by multiplying the number of shares or units by the closing market price of one share of our common stock on January 31, 2020 as reported by the NYSE. 34 2020 Proxy Statement


  • Page 49

    EXECUTIVE COMPENSATION Option Exercises and Stock Vested During Fiscal 2019 Option Awards Stock Awards Number of Number of Shares Shares Acquired on Value Realized Acquired on Value Realized Exercise on Exercise Vesting on Vesting Name (#)(1) ($)(2) (#)(3) ($)(4) Mr. Vasos — — 32,282 3,819,929 Mr. Garratt — — 7,478 884,872 Mr. Owen — — 7,563 894,930 Mr. Reiser — — 1,088 128,743 Ms. Taylor 14,636 1,015,992 7,624 902,148 (1) Represents the gross number of option shares exercised, without deduction for shares that may have been surrendered or withheld to satisfy the exercise price or applicable tax withholding obligations. (2) Value realized is calculated by multiplying the gross number of options exercised by the difference between the market price of our common stock at exercise as reported by the NYSE and the exercise price. (3) Represents the gross number of shares acquired upon vesting of PSUs, without deduction for shares that may have been withheld to satisfy applicable tax withholding obligations. (4) Value realized is calculated by multiplying the gross number of shares vested by the closing market price of our common stock on the vesting date as reported by the NYSE. Pension Benefits Fiscal 2019 We have omitted the Pension Benefits table because it is inapplicable. Nonqualified Deferred Compensation Fiscal 2019 Information regarding each named executive officer’s participation in our CDP/SERP Plan is included in the following table. The material terms of the CDP/SERP Plan are described after the table. Please also see “Benefits and Perquisites” in “Compensation Discussion and Analysis” above. We have omitted from this table the column pertaining to “Aggregate Withdrawals/Distributions” during the fiscal year because it is inapplicable. Executive Registrant Aggregate Aggregate Contributions Contributions Earnings Balance at in Last FY in Last FY in Last FY Last FYE Name ($)(1) ($)(2) ($)(3) ($)(4) Mr. Vasos 150,023 49,753 104,408 1,535,557 Mr. Garratt 63,039 23,019 25,917 281,407 Mr. Owen 36,299 21,701 29,984 254,051 Mr. Reiser 67,576 20,076 16,586 164,594 Ms. Taylor 29,258 89,651 89,079 829,209 (1) Of the reported amounts, the following are reported in the Summary Compensation Table as “Salary” for 2019: Mr. Vasos ($64,169); Mr. Garratt ($37,105); Mr. Owen ($36,299); Mr. Reiser ($34,154); and Ms. Taylor ($29,258). (2) Reported as “All Other Compensation” in the Summary Compensation Table. (3) The amounts shown are not reported in the Summary Compensation Table because they do not represent above-market or preferential earnings. (4) Of the amounts reported, the following were previously reported as compensation for years prior to 2019 in a Summary Compensation Table: Mr. Vasos ($1,027,595); Mr. Garratt ($182,267); Mr. Owen ($149,225); Mr. Reiser ($88,747); and Ms. Taylor ($268,187). 2020 Proxy Statement 35


  • Page 50

    EXECUTIVE COMPENSATION Pursuant to the CDP, each named executive officer may sum distribution of vested amounts credited to the annually elect to defer up to 65% of his or her base participant’s CDP account. Account balances are salary if his or her compensation exceeds the limit set payable in cash. forth in Section 401(a)(17) of the Internal Revenue As a result of our change in control which occurred in Code, and up to 100% of his or her bonus pay if his or 2007, the CDP/SERP Plan liabilities through July 6, her compensation equals or exceeds the highly 2007 were fully funded into an irrevocable rabbi trust. compensated limit under Section 414(q)(1)(B) of the We also funded into the rabbi trust deferrals into the Internal Revenue Code. We currently match base pay CDP/SERP Plan between July 6, 2007 and October 15, deferrals at a rate of 100%, up to 5% of annual salary, 2007. All CDP/SERP Plan liabilities incurred on or after with annual salary offset by the amount of match- October 15, 2007 are unfunded. eligible salary under the 401(k) Plan. All named executive officers are 100% vested in compensation and matching deferrals and earnings on those deferrals. Potential Payments upon Pursuant to the SERP, we make an annual contribution Termination or Change in equal to a certain percentage of a participant’s annual salary and bonus to eligible participants who are Control actively employed in an eligible job grade on January 1 Our agreements with our named executive officers and and continue to be employed as of December 31 of a certain plans and programs in which such officers given year. The contribution percentage is based on participate, in each case as in effect at the end of our age, years of service, and job grade. Persons hired after 2019 fiscal year, provide for benefits or payments upon May 27, 2008 are not eligible to participate in the SERP. certain employment termination or change in control The fiscal 2019 contribution percentage was 7.5% for events. We discuss these benefits and payments below Ms. Taylor, and she is 100% vested in her SERP account. except to the extent they are available generally to all No other named executive officer was eligible to salaried employees and do not discriminate in favor of participate in the SERP in 2019. our executive officers or to the extent already discussed under “Nonqualified Deferred Compensation The amounts deferred or contributed to the CDP/SERP Fiscal 2019” above. The discussion of equity awards in Plan are credited to a liability account, which is then each scenario below includes nonqualified stock invested at the participant’s option in an account that options outstanding as of the end of our 2019 fiscal mirrors the performance of a fund or funds selected by year, as well as PSUs awarded in 2017 (“2017 PSUs”), the Compensation Committee or its delegate. These 2018 (“2018 PSUs”) and 2019 (“2019 PSUs”) to each funds are identical to the funds offered in our 401(k) named executive officer employed by us at the time of Plan. the applicable award. For a participant who ceases employment with at least 10 years of service or after reaching age 50 and whose Payments Upon Termination Due to CDP account balance or SERP account balance Death or Disability exceeds certain dollar thresholds, the account balance will be paid by (a) lump sum, (b) monthly installments Equity Awards over a 5, 10 or 15-year period or (c) a combination of If a named executive officer’s employment with us lump sum and installments, pursuant to the terminates due to death or disability (as defined in the participant’s election. Otherwise, payment is made in a governing agreement): lump sum. The vested amount will be payable at the time designated by the CDP/SERP Plan upon the • Stock Options. Any outstanding unvested stock participant’s termination of employment. A option shall become immediately vested and participant’s CDP/SERP Plan benefit normally is exercisable with respect to 100% of the underlying payable in the following February if employment shares immediately prior to such event, and such ceases during the first 6 months of a calendar year or is vested options may be exercised until the 1st payable in the following August if employment ceases anniversary of the termination date but no later than during the last 6 months of a calendar year. However, the 10th anniversary of the grant date. participants may elect to receive an in-service lump • Performance Share Units. Except as described below, sum distribution of vested amounts credited to the any unearned or unvested PSUs shall be forfeited and CDP account, provided that the date of distribution is cancelled on the termination date or the last day of no sooner than 5 years after the end of the year in the performance period, as applicable. which the amounts were deferred. In addition, a participant who is actively employed may request an ✓ 2017 PSUs. Any earned but unvested 2017 PSUs “unforeseeable emergency hardship” in-service lump subject to the one-year Adjusted EBITDA performance goal (the “2017 Adjusted EBITDA PSUs”) shall become vested and nonforfeitable 36 2020 Proxy Statement

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