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Dollar General Corporation has been delivering value to shoppers for morethan 80 years. Dollar General helps shoppers Save time. Save money. Everyday. by offering products that are frequently used and replenished, suchas food, snacks, health and beauty aids, cleaning supplies, basic apparel,housewares and seasonal items at everyday low prices in convenientneighborhood locations. Dollar General operated 18,130 stores in 46 statesas of January 28, 2022. In addition to high-quality private brands, DollarGeneral sells products from America’s most-trusted manufacturers suchas Clorox, Energizer, Procter & Gamble, Hanes, Coca-Cola, Mars, Unilever,Nestle, Kimberly-Clark, Kellogg’s, General Mills, and PepsiCo.Learn more about Dollar General atwww.dollargeneral.comCAUTIONARY DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS & WEBSITE DISCLAIMER: All forward-looking information in this reportshould be read with, and is qualified in its entirety by, the Cautionary Disclosure Regarding Forward-Looking Statements and the Risk Factorsdisclosures set forth in the Introduction and in Item 1A, respectively, of the Form 10-K included elsewhere in this report. The information contained onor connected to our Internet website is not incorporated by reference into this report and should not be considered part of this or any other reportthat we file with or furnish to the SEC, unless we specifically provide otherwise.
TO OUR FELLOW SHAREHOLDERS,CUSTOMERS & EMPLOYEES:As the largest retailer in the U.S. by store count, with morethan 18,000 stores, located within five miles of approximately75% of the U.S. population, Dollar General (“DG”) continuesto be a leader in the small-box discount retail channel, and anessential partner in the communities we serve.DG is in a unique position as a mature retailer in growth mode.The mission and culture that have served us well for manyyears are stronger than ever, but our strategic approach to thebusiness and robust portfolio of initiatives have transformedDG into a much different – and stronger – company in recentyears. In 2021, we made significant progress advancing ourkey initiatives to better serve our customers with our hallmarkvalue and convenience proposition and to drive healthy returnsfor our shareholders.nearly 3,000 real estate projects, highlighted by 1,110 newstores, including approximately 100 standalone pOpshelflocations and up to ten stores in Mexico, which wouldrepresent our initial expansion outside the U.S. Our Digitalinitiative complements our physical footprint, as we seekto deploy and leverage technology to further enhanceconvenience and access for our customers. In 2021, ourefforts included a third-party partnership to offer same-daydelivery in one hour or less from nearly 11,000 DG stores.3.Leveraging and reinforcing our position as a low costoperator: Our Save to Serve approach continues todrive efficiencies and deliver savings throughout theorganization. During 2021, we expanded self-checkout toa total of more than 6,100 stores as part of our Fast Trackinitiative, which is primarily focused on increasing laborproductivity in our stores, as well as enhancing customerconvenience. During 2022, we plan to expand our selfcheckout offering to a total of up to 11,000 stores. We alsoplan to significantly expand our private transportationfleet, providing us greater operational control within oursupply chain, while further optimizing our cost to serve.4.Investing in our diverse teams through development,empowerment and inclusion: We believe that theopportunity to start and develop a career with a growingretailer remains a strong and unique competitiveadvantage. We continue to provide world-class trainingand development opportunities for our team as weseek to better position them for future success. Theseefforts have created a robust internal promotion pipeline,resulting in the internal placement of more than 75% ofour store associates at or above the Lead Sales Associateposition. In 2022, we expect to create more than 10,000net new jobs as a result of our continued growth.Highlights of 2021: Net sales of 34.2 billion. Operating profit of 3.2 billion. Net income of 2.4 billion, and diluted earnings pershare of 10.17. Cash flows from operations of 2.9 billion.We are proud of our results in 2021, which reflect the strongunderlying fundamentals of the business, the growingimpact of our strategic initiatives, and most importantly,the hard work of our dedicated team members. While theoperating environment was more challenging than expected,we remained focused on controlling what we can control,while keeping the customer at the center of everythingwe do. We made significant progress on the rollout of ourkey strategic initiatives during the year and plan to furtherexpand these rollouts in 2022, as we look to further distance– and differentiate – DG from the rest of the discount retaillandscape. We approach this goal through the lens of our fouroperating priorities:1.2.Driving profitable sales growth: In 2021, we completedthe initial rollout of our DG Fresh initiative in more than18,000 stores and 12 distribution facilities. DG Freshis driving significant product cost savings, as well ascreating incremental sales opportunities of our frozen andrefrigerated items. We also doubled our non-consumablesinitiative (“NCI”) store footprint to more than 11,700 stores,and opened 50 new standalone pOpshelf locations, as wecontinue to enhance the treasure-hunt experience for bothnew and existing customers. In addition, we launched ournew Health initiative with the goal of increasing access toaffordable healthcare products and, over time, services,particularly in rural America.Capturing growth opportunities: Our proven high-return,low-risk real estate growth model, coupled with ongoingformat innovation, continues to be a core strength ofthe business. We executed more than 2,900 real estateprojects in 2021, including 1,050 new store openings andmore than 1,750 remodels. In 2022, we plan to executeIn addition to driving strong operating results and robustgrowth opportunities, we remain committed to our missionof Serving Others. In 2021, Dollar General and its Foundationsawarded more than 23 million to charitable efforts thatextend hope and opportunity to individuals and nonprofitorganizations.I want to thank our approximately 163,000 employees fortheir tireless commitment to serving our customers andcommunities. We are operating from a position of strength,and are excited about our plans for 2022, which we believeposition us well to continue delivering value for our customers,employees and shareholders.RESPECTFULLY,TODD J. VASOSCHIEF EXECUTIVE OFFICERAPRIL 1, 2022
PROXY STATEMENT& MEETING NOTICE
DEAR FELLOW SHAREHOLDER,The 2022 Annual Meeting of Shareholders of Dollar GeneralCorporation will be held on Wednesday, May 25, 2022, at9:00 a.m., Central Time, at the Goodlettsville City HallAuditorium, 105 South Main Street, Goodlettsville, Tennessee.All shareholders of record at the close of business onMarch 16, 2022, are invited to attend the annual meeting. Forsecurity reasons, however, to gain admission to the meetingyou will be required to present photo identification andcomply with other security measures.We thank those of you who met with us over the past yearand provided valuable feedback on broad-ranging topics suchas corporate governance, environmental and social matters,human capital management, Board refreshment andcomposition, and our executive compensation programstructure. In 2021, we invited shareholders representingapproximately 60% of shares outstanding to participate in ourannual ESG outreach program and ultimately engaged withshareholders comprising over 53% of shares outstanding. AsChairman of both the Board and the Nominating andGovernance Committee, I led the engagement withshareholders representing over 31% of shares outstanding.The information we received during this engagement helpedto inform decisions regarding the enhanced disclosures in thisProxy Statement and in our Serving Others report to bepublished in 2022 and provided further support for theBoard’s decision to implement a shareholder special meetingright at a 25% ownership threshold. We are committed tocontinuing our dialogue with our shareholders and appreciateyour engagement with us.Your interest in Dollar General and your vote are veryimportant to us. Whether or not you plan to attend the annualmeeting, please vote at your earliest convenience.On behalf of the Board of Directors, thank you for yourcontinued support of Dollar General.SINCERELY,MICHAEL M. CALBERTCHAIRMAN OF THE BOARDAPRIL 1, 2022
NOTICE OF ANNUAL MEETING OF SHAREHOLDERSDATETIMELOCATION9:00 a.m.Central TimeGoodlettsville City Hall Auditorium105 South Main StreetGoodlettsville, Tennessee25WednesdayMay 25, 2022ITEMS OF BUSINESS: To elect as directors the 8 nominees listed in the Proxy Statement. .To hold an advisory vote to approve our named executive officer compensation as disclosed in the ProxyStatement. . To ratify the appointment of our independent registered public accounting firm for fiscal 2022. . To vote upon a shareholder proposal, if properly presented at the annual meeting. .To transact any other business that may properly come before the annual meeting and any adjournmentsof that meeting. .WHO MAY VOTE:Shareholders of record at the close of business on March 16, 2022By Order of the Board of Directors,Goodlettsville, TennesseeApril 1, 2022Christine L. ConnollyCorporate SecretaryPlease vote your proxy as soon as possible even if you expect to attend the annual meeting in person. Youmay vote your proxy via the internet or by phone by following the instructions on the Notice of InternetAvailability or proxy card, or if you received a paper copy of these proxy materials by mail, you may voteby mail by completing and returning the enclosed proxy card in the enclosed reply envelope. No postageis necessary if the proxy is mailed within the United States. You may revoke your proxy by following theinstructions listed on pages 2 - 3 of the Proxy Statement.2022 Proxy Statement
PROXY STATEMENT SUMMARYThis summary highlights information contained elsewhere in the proxy statement or about Dollar General. Thissummary does not contain all of the information that you should consider, and you should review all of theinformation contained in the proxy statement before voting.DOLLAR GENERAL AT-A-GLANCE*18,190STORES 163,000LOW-PRICED PRODUCT MODEL 20%OF PRODUCTSPRICED AT 1 OR LESSEMPLOYEESat 2021 fiscal year endMULTIPLE STORE FORMATSTO SERVE OUR CUSTOMERS91stRANKING ON THEFORTUNE 500 LIST 34.2BILLIONIN SALESIn fiscalyear 2021 3.2 2.4 10.17BILLIONOPERATINGPROFITBILLIONNET INCOMEDILUTED EPSIn fiscalyear 2021In fiscalyear 2021In fiscalyear 2021* Data as of February 25, 2022, unless otherwise noted.2022 Proxy Statement
PROXY STATEMENT SUMMARYVOTING MATTERS (pp. 1 - 9, 48, 50 and 52 - 53)BoardRecommendation2022 PROPOSALSProposal 1: Election of DirectorsForProposal 2: Advisory Vote to Approve Named Executive OfficerCompensationForProposal 3: Ratification of Appointment of AuditorsForProposal 4: Shareholder Proposal Requesting Political Spending DisclosureAgainstHOW TO VOTE (p. 2)MAILPHONEINTERNETIN PERSONComplete, sign,date and mailyourproxy card orvotinginstruction form1-800-690-6903www.proxyvote.comMay 25, 20229:00 a.m., CTGoodlettsvilleCity Hall Auditorium105 South Main StreetGoodlettsville, TN2022 Proxy Statement
PROXY STATEMENT SUMMARYBOARD OF DIRECTORS GROUP DIVERSITY (pp. 4 - 9)AGETENURE6237.9DIRECTORAVERAGEAGEDIVERSITY(Race & Gender)337.5%BlendedDiverse2YEARSAVERAGE0-56-1011 BOARD OF DIRECTORS COMPOSITION (pp. 4 - 9, 13 - 14 and 18)Name and PrincipalOccupationIndependentAgeWarren F. BryantRetired Chairman, President & CEO,Longs Drug Stores Corporation76Michael M. CalbertChairman,Dollar General CorporationRetired Member, KKR & Co. L.P.59Patricia D. Fili-KrushelChairperson,Coqual68Timothy I. McGuireCEO,Mobile Service Center Canada, Ltd.61William C. Rhodes, IIIChairman, President & CEO,AutoZone, Inc.56Debra A. SandlerPresident & CEO,La Grenade Group, LLCFounder & CEO, Mavis Foods, LLC62Ralph E. SantanaEVP & Chief Marketing Officer,Harman International Industries54Todd J. VasosCEO,Dollar General )CommitteeMembershipsCurrently Serving onOther Public BoardsACN Loblaw CompaniesLimitedPartnering Corporation PVH Corp.Grill, Inc. I2POA Keurig Dr Pepper Inc. Archer Daniels MidlandCompany Gannett Co., Inc.AuditCCompensationNNominating and Governance2022 Proxy Statement
PROXY STATEMENT SUMMARYPAY FOR PERFORMANCE (pp. 20 - 30)The primary elements of our executive compensation program are summarized in the chart below and reflecta significant alignment with our shareholders’ interests.Pay ElementVehicle2021 MetricsBase SalaryCashReflects comparable positions in thecompetitive marketplace, recognizingperformance, responsibilities and experienceShort-TermIncentiveCashAdjusted EBIT (100%)Options (50%)Long-TermIncentiveStock priceVest 25% annuallyover 4 years1-Year Adjusted EBITDA (50%)3-Year Adjusted ROIC (50%)PSUs (50%)3-year ratable vest (Adj. EBITDA)3-year cliff vest (Adj. ROIC)Consistent with our philosophy,and as illustrated to the right, asignificant portion of annualizedtotal target compensation forour named executive officers in2021 was variable/at-risk as aresult of being eitherperformance-based or linked tochanges in our stock price.OTHER lary10%76%LTI57%VARIABLE/AT-RISKSalary24%LTI76%LTI — Long-Term Equity Incentive (stock options and performance share units)STI — Short-Term Cash Incentive (Teamshare bonus program)90.1%SHAREHOLDERSUPPORT2022 Proxy StatementThe most recent shareholder advisory vote on our namedexecutive officer compensation was held on May 26,2021. Excluding abstentions and broker non-votes, 90.1%of total votes were cast in support of the program.
PROXY STATEMENT SUMMARYSHAREHOLDER ENGAGEMENT (pp. 10 - 11)Our Board of Directors appreciates and proactively seeks the viewpoints of our shareholders. Our focusedoutreach in the fall of 2021 encompassed a broad base of shareholders and discussion topics and helpedinform the decisions to publish our consolidated EEO-1 data, to establish reduction targets for our Scopes 1and 2 greenhouse gas emissions and to align certain of our disclosures to the TCFD framework, in each casein 2022, as well as various other disclosure enhancements in this proxy statement and in our Serving Othersreport to be published in 2022, and provided further support for the Board’s decision to implement ashareholder special meeting right at a 25% ownership threshold.ENGAGEDINVITEDshareholders representingshareholders representingof shares outstandingof shares outstanding 53% 60%CHAIRMANLEDengagement withshareholders representing 31%of shares outstandingWHO WE AREWe are today's neighborhood general store, serving the needs of our customers by providing convenience,value and service—Every day!OUR MISSIONOUR VALUESServing OthersWe believe in: Demonstrating integrity in everything we do. Providing employees the opportunity forgrowth and development in a friendly and funenvironment.For Customers.For Employees.Convenience, Quality& Great PricesRespect & Opportunity Delivering results through hard work anda shared commitment to excellence. Celebrating success and recognizing thecontribution of others.For Shareholders.For Communities.A Superior ReturnA Better Life Owning our actions and decisions and learningfrom our mistakes. Respecting the dignity and differencesof others.OUR OPERATING PRIORITIESDriving profitablesales growthCapturing growthopportunitiesEnhancing our positionas a low cost operatorInvesting in our diverseteams through development,empowerment & inclusion2022 Proxy Statement
TABLE OF CONTENTSSOLICITATION, MEETING AND VOTINGINFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1PROPOSAL 1:Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . .4CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . .10DIRECTOR COMPENSATION . . . . . . . . . . . . . . . . . . . .16DIRECTOR INDEPENDENCE . . . . . . . . . . . . . . . . . . . .18TRANSACTIONS WITH MANAGEMENT ANDOTHERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . .20Compensation Discussion and Analysis . . . .20Compensation Committee Report . . . . . . . . .30Summary Compensation Table . . . . . . . . . . . . .31Grants of Plan-Based Awards in Fiscal2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33Outstanding Equity Awards at 2021 FiscalYear-End . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .34Option Exercises and Stock Vested DuringFiscal 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36Pension Benefits Fiscal 2021 . . . . . . . . . . . . . . .36Nonqualified Deferred CompensationFiscal 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36Potential Payments Upon Termination orChange in Control . . . . . . . . . . . . . . . . . . . . . . . . . . .37Compensation Committee Interlocks andInsider Participation . . . . . . . . . . . . . . . . . . . . . . . .45Compensation Risk Considerations . . . . . . . .45Pay Ratio Disclosure . . . . . . . . . . . . . . . . . . . . . . . .45SECURITY OWNERSHIP . . . . . . . . . . . . . . . . . . . . . . . .46Security Ownership of Certain BeneficialOwners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .46Security Ownership of Officers andDirectors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47Delinquent Section 16(a) Reports . . . . . . . . . .47PROPOSAL 2:Advisory Vote to Approve Named ExecutiveOfficer Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . .48AUDIT COMMITTEE REPORT . . . . . . . . . . . . . . . . . . .49PROPOSAL 3:Ratification of Appointment of Auditors . . . . . .50FEES PAID TO AUDITORS . . . . . . . . . . . . . . . . . . . . . .51PROPOSAL 4:Shareholder Proposal Requesting PoliticalSpending Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . .52SHAREHOLDER PROPOSALS FOR 2023ANNUAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .54IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERMEETING TO BE HELD ON MAY 25, 2022This Proxy Statement, our 2021 Annual Report and a form of proxy card are available at www.proxyvote.com. You willneed 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 materialsover the Internet to some of our shareholders. This means that some shareholders will not receive paper copies of thesedocuments but instead will receive only a Notice of Internet Availability containing instructions on how to access theproxy materials over the Internet and how to request a paper copy of our proxy materials, including the Proxy Statement,our 2021 Annual Report, and a proxy card. Shareholders who do not receive a Notice of Internet Availability will receive apaper copy of the proxy materials by mail, unless they have previously requested delivery of proxy materials electronically.2022 Proxy Statement
PROXY STATEMENTThis document is the proxy statement of Dollar General Corporation that we use to solicit your proxy to vote uponcertain matters at our Annual Meeting of Shareholders to be held on Wednesday, May 25, 2022. We will beginmailing to shareholders printed copies of this document and the form of proxy or the Notice of Internet Availabilityon or about April 1, 2022.We include website addresses throughout this proxy statement for reference only. The information contained inthese websites is not incorporated by reference into this proxy statement.RECORD DATE:March 16, 2022SOLICITATION, MEETING AND VOTING INFORMATIONWhat is Dollar General Corporation andwhere is it located?Dollar General Corporation (NYSE: DG) has beendelivering value to shoppers for more than 80 years.Dollar General helps shoppers Save time. Save money.Every day! by offering products that are frequentlyused and replenished, such as food, snacks, health andbeauty aids, cleaning supplies, basic apparel,housewares and seasonal items at everyday low pricesin convenient neighborhood locations. Dollar Generaloperated 18,190 stores in 47 states as of February 25,2022. Our principal executive offices are located at 100Mission Ridge, Goodlettsville, Tennessee 37072.We refer to our company as “we,” “us” or “DollarGeneral.” Unless otherwise noted or required by thecontext, “2022,” “2021,” “2020” and “2019” refer to ourfiscal years ending or ended February 3, 2023,January 28, 2022, January 29, 2021, and January 31,2020, respectively.What is a proxy and who is asking for it andpaying for the cost to solicit it?A proxy is your legal designation of another person,called a “proxy,” to vote your stock. The documentdesignating someone as a proxy is also called a proxyor a proxy card.Our directors, officers and employees are solicitingyour proxy on behalf of our Board of Directors and willnot be specially paid for doing so. Solicitation ofproxies by mail may be supplemented by telephone,email and other electronic means, advertisements,personal solicitation, news releases issued by DollarGeneral, postings on our website or otherwise. DollarGeneral will pay all expenses of this solicitation.Who may attend the annual meeting?Only shareholders as of the Record Date, their proxyholders and our invited guests may attend the annualmeeting. To be admitted to the meeting, you mustpresent a government-issued photo identification, suchas a driver’s license, state-issued ID card or passport,and proof of share ownership as of the Record Date. Toprove ownership, shareholders of record will be verifiedagainst our list of registered shareholders, while streetname shareholders must show: an account statementshowing the share ownership as of the Record Date; acopy of the voting instruction form provided by, or avalid legal proxy from, the broker, trustee, bank ornominee holding the shares; a letter from a broker,trustee, bank or nominee holding the shares confirmingthe beneficial owner’s ownership as of the Record Date;or other similar evidence of ownership. We reserve theright to deny admittance to anyone who does notcomply with these requirements.We will decide in our sole discretion whether yourdocumentation meets the admission requirements. Ifyou hold shares in a joint account, both owners can beadmitted to the meeting if proof of joint ownership isprovided and you both provide identification.Where can I find directions to the annualmeeting?Directions to Goodlettsville City Hall, where we will holdthe annual meeting, are posted on our website athttps://investor.dollargeneral.com.Will the annual meeting be webcast?Yes. A live webcast of the annual meeting, including thequestion and answer session, will be available onhttps://investor.dollargeneral.com under “News andEvents—Events and Presentations” at 9:00 a.m., CentralTime, on May 25, 2022. Within 24 hours following the2022 Proxy Statement1
SOLICITATION, MEETING AND VOTING INFORMATIONmeeting, a recording of the webcast will be available onour website for at least 30 days. The information on ourwebsite, however, is not incorporated by reference into,and does not form a part of, this proxy statement.Who is entitled to vote at the annualmeeting?You may vote if you owned shares of Dollar Generalcommon stock at the close of business on the RecordDate (March 16, 2022). As of that date, there were228,784,867 shares of Dollar General common stockoutstanding and entitled to vote. Each share is entitledto one vote on each matter.What am I voting on?You will be asked to vote on: the election of the 8 nominees listed in this proxystatement (Proposal 1); the approval on an advisory basis of our namedexecutive officer compensation as disclosed in thisproxy statement (Proposal 2); the ratification of the appointment of ourindependent registered public accounting firm (the“independent auditor”) for 2022 (Proposal 3); and the shareholder proposal as described in this proxystatement (Proposal 4).We are unaware of other matters to be acted upon atthe annual meeting. Under Tennessee law and ourgoverning documents, no other non-proceduralbusiness may be raised at the meeting unless propernotice has been given to shareholders.How many votes must be present to holdthe annual meeting?A quorum, consisting of the presence in person or byproxy of the holders of a majority of shares of ourcommon stock outstanding on the Record Date, mustexist to conduct business at the annual meeting. If aquorum is not present, the presiding officer at themeeting may adjourn the meeting from time to timeuntil a quorum is present.How do I vote?If you are a shareholder of record, you may vote yourproxy over the telephone or Internet or, if you receivedprinted proxy materials, by marking, signing, dating andreturning the printed proxy card in the enclosedenvelope. Please refer to the Notice of InternetAvailability or proxy card, as applicable, for thetelephone number, Internet address and otherinstructions. Alternatively, you may vote your shares inperson at the annual meeting. Even if you plan toattend the meeting, we recommend that you vote inadvance so that your vote will be counted if you laterdecide not to attend the meeting.22022 Proxy StatementIf you are a street name holder, your broker, trustee,bank or other nominee will provide materials andinstructions for voting your shares. You also may votein person at the meeting if you obtain and bring to themeeting a legal proxy from your broker, banker, trusteeor other nominee giving you the right to vote theshares.In either case, shareholders wishing to attend themeeting must follow the procedures described aboveunder “Who may attend the annual meeting.”What is the difference between a“shareholder of record” and a “street name”holder?You are a “shareholder of record” if your shares areregistered directly in your name with EQ ShareownerServices, our transfer agent. You are a “street name”holder if your shares are held in the name of abrokerage firm, bank, trust or other nominee ascustodian.What if I receive more than one Notice ofInternet Availability or proxy card?You will receive multiple Notices of Internet Availabilityor proxy cards if you hold shares in different ways (e.g.,joint tenancy, trusts, custodial accounts, etc.) or inmultiple accounts. Street name holders will receive theNotice of Internet Availability or proxy card or othervoting information, along with voting instructions, fromtheir brokers. Please vote the shares represented byeach Notice of Internet Availability or proxy card youreceive to ensure that all your shares are voted.How will my proxy be voted?The persons named on the proxy card will vote yourproxy as you direct. If you return a signed proxy card orcomplete the Internet or telephone voting proceduresbut do not specify how you want to vote your shares,the persons named on the proxy card will vote yourshares in accordance with the recommendations of ourBoard of Directors. If business other than thatdescribed in this proxy statement is properly raised,your proxies have authority to vote as they think best,including to adjourn the annual meeting.Can I change my mind and revoke myproxy?Yes. A shareholder of record may revoke a proxy givenpursuant to this solicitation by: signing a valid, later-dated proxy card and submittingit so that it is received before the annual meeting inaccordance with the instructions included in theproxy card;
SOLICITATION, MEETING AND VOTING INFORMATION at or before the meeting, submitting to ourCorporate Secretary a written notice of revocationdated later than the date of the proxy; submitting a later-dated vote by telephone orInternet no later than 11:59 p.m. Eastern Time onMay 24, 2022; or attending the meeting and voting in person.Note that attendance at the meeting, by itself, will notrevoke your proxy.A street name holder may revoke a proxy givenpursuant to this solicitation by following theinstructions of the bank, broker, trustee or othernominee who holds his or her shares.How many votes are needed to electdirectors?To be elected at the annual meeting, a nominee mustreceive the affirmative vote of a majority of votes castby holders of shares entitled to vote at the meeting.Under our Charter, the “affirmative vote of a majority ofvotes cast” means that the number of votes cast infavor of a nominee’s election exceeds the number ofvotes cast against his or her election. You may vote infavor of or against the election of each nominee, or youmay elect to abstain from voting your shares.What happens if a director fails to receivethe required vote for election?An incumbent director who does not receive therequired vote for electi
Dollar General Corporation's annual meeting of shareholders is scheduled for 9 a.m. Central Time on Wednesday, May 25, 2022, at: . vote at the meeting is March 16, 2022. NYSE: DG The common stock of Dollar General Corporation is traded on the New York Stock Exchange under the trading symbol "DG." The number of shareholders of record as .
