Dollar General 2010 Annual Report Download - page 14

Proxy
PROPOSAL 1:
ELECTION OF DIRECTORS
What is the structure of the Board of Directors?
Our Board of Directors must consist of at least 1 but not more than 15 directors. The exact
number, currently fixed at 7, is set by the Board pursuant to and in compliance with our shareholders’
agreement with our controlling shareholder, Buck Holdings, L.P., and the sponsor shareholders
indentified in that agreement. All directors are elected annually by our shareholders.
Who are the nominees this year?
The nominees for the Board of Directors consist of 7 current directors. If elected, each
nominee would hold office until the 2012 annual meeting of shareholders or until his or her successor
is elected and qualified. These nominees, their ages at the date of this document and the calendar year
in which they first became a director are listed in the table below.
Name Age Director Since
Raj Agrawal 38 2007
Warren F. Bryant 65 2009
Michael M. Calbert 48 2007
Richard W. Dreiling 57 2008
Adrian Jones 46 2007
William C. Rhodes, III 45 2009
David B. Rickard 64 2010
What are the backgrounds of this year’s nominees?
Mr. Agrawal joined Kohlberg Kravis Roberts & Co. L.P. (‘‘KKR’’) in May 2006 and is a member
of the Infrastructure team. He previously was a member of KKR’s Retail and Energy and Natural
Resources industry teams. From 2002 to May 2006, he was a Vice President with Warburg Pincus,
where he was involved in the execution and oversight of a number of investments in the energy sector.
Mr. Agrawal’s prior experience also includes Thayer Capital Partners, where he played a role in the
firm’s business and manufacturing services investments, and McKinsey & Co., where he provided
strategic and mergers and acquisitions advice to clients in a variety of industries. KKR’s affiliates
indirectly own a substantial portion of our outstanding common stock through their investment in Buck
Holdings, L.P. and related entities. Mr. Agrawal is a director of Colonial Pipeline Company and El
Paso Midstream Investment Corp.
Mr. Bryant served as the President and Chief Executive Officer of Longs Drug Stores
Corporation, a retail drugstore chain on the West Coast and in Hawaii, from 2002 through 2008 and as
its Chairman of the Board from 2003 through his retirement in 2008. Prior to joining Longs Drug
Stores, Mr. Bryant served as the Senior Vice President of The Kroger Co., a retail grocery chain, from
1999 to 2002. Mr. Bryant is a director of OfficeMax Incorporated and George Weston Ltd of Canada.
Mr. Calbert joined KKR in 2000 and during that time has been directly involved with several
portfolio companies. He heads the Retail industry team. He joined Randall’s Food Markets as the
Chief Financial Officer in 1994, ultimately taking the company through a transaction with KKR in June
1997. He left Randall’s Food Markets after the company was sold in September 1999 and joined KKR.
Mr. Calbert started his professional career as a consultant with Arthur Andersen Worldwide, where his
primary focus was on the retail/consumer industry. He served as our Chairman until December 2008.
KKR’s affiliates indirectly own a substantial portion of our outstanding common stock through their
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