Dollar General 2010 Annual Report Download - page 12

Proxy
How will my proxy be voted?
The persons named on the proxy card will vote your proxy as you direct on the proxy card. If
your signed proxy card does not specify instructions, your proxy will be voted: ‘‘FOR’’ all directors
nominated; ‘‘FOR’’ the approval, on an advisory basis, of the compensation of our named executive
officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC;
for the approval, on an advisory basis, of an advisory vote on executive compensation once every ‘‘3
YEARS;’’ and ‘‘FOR’’ ratification of Ernst & Young LLP as our independent registered public
accounting firm for 2011.
Can I change my mind and revoke my proxy?
Yes. If you are a shareholder of record, to revoke a proxy given pursuant to this solicitation
you must:
• sign a later-dated proxy card and submit it so that it is received before the annual meeting in
accordance with the instructions included in the proxy card;
• at or before the annual meeting, send to our Corporate Secretary a written notice of
revocation dated later than the date of the proxy;
• submit a later-dated vote by telephone or Internet no later than 11:59 p.m. (ET) on May 24,
2011; or
• attend the annual meeting and vote in person.
If you are a street name holder, to revoke a proxy given pursuant to this solicitation you must
follow the instructions of the bank, broker, trustee or other nominee who holds your shares.
How many votes are needed to elect directors and approve other matters?
Directors are elected by a plurality of the votes cast by holders of shares entitled to vote at the
meeting. You may vote for all nominees or you may withhold your vote on one or more nominees.
The vote on the compensation of our named executive officers is advisory and, therefore, not
binding on Dollar General, our Board of Directors, or its Compensation Committee. The compensation
of our named executive officers will be approved, on an advisory basis, if the votes cast for the proposal
exceed the votes cast against it. You may vote in favor of or against this proposal, or you may elect to
abstain from voting your shares.
For the vote on the frequency of future votes on our executive compensation, the option of
one year, two years or three years that receives the highest number of votes cast by shareholders will
be the frequency that has been selected by shareholders. However, because this vote is advisory and not
binding on Dollar General or our Board of Directors in any way, our Board may decide that it is in the
best interests of our shareholders and Dollar General to hold such advisory votes more or less
frequently than the option selected by our shareholders. You may vote by choosing the option of
1 year, 2 years, 3 years or abstain from voting when you vote on this proposal.
The ratification of the appointment of Ernst & Young LLP as our independent registered
public accounting firm for 2011 will be approved if the votes cast for the proposal exceed the votes cast
against it. You may vote in favor of or against this ratification, or you may elect to abstain from voting
your shares.
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