Dollar General 2008 Annual Report Download - page 170

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(5) The Address of CPP Investment Board (USRE II) Inc. is c/o Canada Pension Plan Investment Board,
One Queen Street East, Suite 2600, Toronto, ON M5C 2W5, Canada.
(6) Wellington Management Company, LLP (“Wellington”) is an investment advisor registered under the
Investment Advisors Act of 1940, as amended. Wellington, in such capacity, may be deemed to share
beneficial ownership over the shares held by its client accounts. Certain of its client accounts hold
shares through the following entities: Buck Co-Investor I, LLC (17,933,540); Buck Co-Investor II,
LLC (827,780); Buck Co-Investor III, LLC (7,365,100); Buck Co-Investor IV, LLC (5,822,740); Buck
Co-Investor V, LLC (2,201,580); Buck Co-Investor VI, LLC (499,900), Buck Co-Investor VII, LLC
(2,252,700), Buck Co-Investor VIII, LLC (445,820), Buck Co-Investor IX, LLC (281,560), Buck Co-
Investor X, LLC (609,280), Buck Co-Investor XI, LLC (1,160,000), Buck Co-Investor XII, LLC
(476,000), and Buck Co-Investor XIII, LLC (124,000). The address of Wellington Management
Company, LLP is 75 State Street, Boston, Massachusetts 02109.
(7) Messrs. Calbert and Agrawal are our directors and are executives of KKR, and as such may be deemed
to share beneficial ownership of shares beneficially owned by KKR. Messrs. Calbert and Agrawal
disclaim such beneficial ownership except to the extent of their pecuniary interest therein, if any.
(8) Mr. Jones is our director and an executive of GS Capital Partners, but disclaims any beneficial
ownership except to the extent of his pecuniary interest in those shares, if any.
(9) Includes 890,000 shares of restricted common stock that were unvested as of March 17, 2009 over
which the named holder does not have investment power until the vesting of those shares.
(10) Includes the following number of shares subject to options either currently exercisable or exercisable
within 60 days of March 17, 2009 over which the person will not have voting or investment power
until the options are exercised: Mr. Dreiling (750,000); Mr. Bere (723,712); Mr. Tehle (522,007); Ms.
Guion (395,286); Ms. Lanigan (340,107); and all current directors and executive officers as a group
(2,966,520). The shares described in this note are considered outstanding for the purpose of computing
the percentage of outstanding stock owned by each named person and by the group, but not for the
purpose of computing the percentage ownership of any other person.
(11) Excluding the shares described in notes (7) and (8), all current directors and executive officers as a
group beneficially own 4,549,271 shares.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
(a) Director Independence. Our Board of Directors consists of Richard Dreiling,
Michael Calbert, Raj Agrawal and Adrian Jones. Messrs. Calbert and Agrawal serve on our
Audit Committee and, along with Mr. Jones, on our Compensation Committee. David Bere
served on our Board until March 2008, and Dean Nelson served on our Board until March 2009.
Though not formally considered by our Board given that our securities are not registered
or traded on a national securities exchange, we do not believe any of our current Board members
or Messrs. Bere or Nelson would be considered independent under the listing standards of the
New York Stock Exchange, on which our common stock was listed prior to the Merger, either
because of service on our management team or relationships with certain affiliates of the funds
and other entities that hold significant interests in Parent, and other relationships with us
described under “Related Party Transactions” below. Accordingly, we do not believe that any of
our Audit Committee members would meet the independence requirements of Rule 10A-1 of the
Exchange Act or the NYSE’ s audit committee independence requirements, or that any of our
Compensation Committee members would meet the NYSE’ s independence requirements. We do
not have a nominating/corporate governance committee or a committee that serves a similar
purpose.