Dollar General 2010 Annual Report Download - page 19

Proxy
public retail company and his 10 years of practice as a certified public accountant. Our Board
has chosen Mr. Calbert to lead the executive sessions of the non-management directors.
•Mr. Jones. Mr. Jones, who was nominated by the Goldman Shareholders pursuant to the
shareholders’ agreement, has 13 years of experience in governing private equity portfolio
companies, including over 3.5 years with Dollar General. His 17 years at Goldman,
Sachs & Co. have provided him with extensive understanding of corporate finance and
strategic business planning activities. In addition, his experience as a director of public
companies outside of the retail industry and his focus at Goldman Sachs on consumer and
healthcare companies enables Mr. Jones to contribute a different perspective to Board
discussions.
•Mr. Rhodes. Mr. Rhodes has 16 years of experience in the retail industry, including
extensive experience in operations, supply chain and finance, among other areas. This
background serves as a strong foundation for offering invaluable perspective and expertise to
our CEO and our Board. In addition, his experience as a board chairman and chief executive
officer of a public retail company and as the Chairman of the Retail Industry Leaders
Association provides leadership, consensus-building, strategic planning and budgeting skills, as
well as extensive understanding of both short- and 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 finance expert.
•Mr. Rickard. Mr. Rickard has held senior management and executive positions for much of
his 38 years in the corporate world. He has significant retail experience and a diverse retail
industry background, including experience serving on the board of another retail company.
He also has an extensive financial and accounting background, having served as the chief
financial officer of two public companies, including a large retailer. As a result, our Board
has determined that Mr. Rickard is an audit committee financial expert and has elected him
to serve as the Chairman of the Audit Committee. Mr. Rickard’s financial experience within
the retail industry also brings expertise and perspective to our Board’s discussions regarding
strategic planning and budgeting.
Acting upon the recommendation of the Nominating and Corporate Governance Committee
and in accordance with the shareholders’ agreement, our Board has concluded that these nominees
possess the appropriate experience, qualifications, attributes and skills to serve as directors of Dollar
General and has nominated these individuals to be elected by our shareholders at our annual meeting.
Can shareholders nominate directors?
The KKR Shareholders and the Goldman Shareholders may nominate directors pursuant to
the shareholders’ agreement discussed above under ‘‘How are directors identified and nominated.’’
Other shareholders can nominate directors by following the procedures set forth in our Bylaws. In
short, the shareholder must timely deliver a written notice to our Corporate Secretary at 100 Mission
Ridge, Goodlettsville, TN 37072. To be timely, the notice must be received no earlier than the close of
business on the 120th day and not later than the close of business on the 90th day prior to the first
anniversary of the preceding year’s annual meeting. However, if the meeting is held more than 30 days
before or more than 60 days after such anniversary date, the notice must be received no earlier than
the close of business on the 120th day and not later than the close of business on the 90th day prior to
the date of such annual meeting. If the first public announcement of the annual meeting date is less
than 100 days prior to the date of such annual meeting, the notice must be received by the 10th day
following the day on which the public announcement was made.
For example, to be considered for the 2012 annual shareholders’ meeting, if the 2012 annual
meeting is held not more than 30 days before and not more than 60 days after May 25, 2012, the
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