Dollar General 2010 Annual Report Download - page 67

Proxy
PROPOSAL 3:
ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE ADVISORY
VOTES ON EXECUTIVE COMPENSATION
As required by SEC rules, we are seeking your input with regard to the frequency of future
shareholder advisory votes on our named executive officer compensation, specifically whether they
should occur once every 1, 2 or 3 years. We ask that you support a frequency period of every 3 years.
Our Board believes that a 3-year period for holding this vote:
• aligns more closely with our belief that an effective executive compensation program should
incentivize performance over both the short- and long-term. For example, some of our
performance-based awards are tied directly to significant long-term EBITDA-based growth
over a sustained period;
• provides us with sufficient time to thoughtfully consider the results of the vote and to engage
with shareholders to understand the vote results;
• allows adequate time to implement any desired changes to our compensation policies and
procedures that our Compensation Committee deems advisable; and
• provides our shareholders sufficient time to evaluate the effectiveness of our executive
compensation program, any changes made to the program, and our related performance.
Our Board believes that anything less than a 3-year frequency period will yield a short-term
mindset, detract from our long-term interests and goals, would not allow for changes to our executive
compensation program to be in place long enough to evaluate whether the changes were effective.
Although the vote we are asking you to cast is non-binding, our Board and the Compensation
Committee value the views of our shareholders and will consider the outcome of the vote when
determining the frequency of future say-on-pay votes. Furthermore, our Board welcomes input from
shareholders with respect to our executive compensation program even in years when the advisory vote
does not occur.
Our Board recommends that you vote to conduct a non-binding, advisory vote on named
executive officer compensation once every 3 YEARS.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
The United States securities laws require our executive officers, directors, and greater than
10% shareholders to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the
SEC. Based solely upon a review of these reports furnished to us during and with respect to 2010, or
written representations that no Form 5 reports were required, we believe that each of those persons
filed, on a timely basis, the reports required by Section 16(a) of the Securities Exchange Act of 1934,
except that (1) Mr. John Flanigan filed 1 late Form 4 to report a purchase of Dollar General common
stock directly from the Company and filed an amended Form 3 to report a holding inadvertently
omitted from his original Form 3; (2) Mr. Todd Vasos filed 1 late Form 4 to report the acquisition of a
stock option to purchase shares of Dollar General common stock resulting from the accelerated vesting
in connection with a secondary offering of shares of our common stock by certain of our shareholders
in December 2010; and (3) each of Mr. Adrian Jones and Goldman, Sachs & Co. filed 1 late Form 4 to
report 1 open market sale of Dollar General common stock by Goldman, Sachs & Co. Both Mr. Jones
and Goldman, Sachs & Co. disclaim beneficial ownership of the shares involved in the transaction.
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