Dollar General 2011 Annual Report Download - page 10

Proxy
VOTING MATTERS
How many votes must be present to hold the annual meeting?
A quorum, consisting of the presence in person or by proxy of the holders of a majority of
shares of our common stock outstanding on March 23, 2012, must exist to conduct any business.
What am I voting on?
You will be asked to vote on the:
• election of 7 directors;
• approval of the Amended and Restated 2007 Stock Incentive Plan for Key Employees of
Dollar General Corporation and its Affiliates (the ‘‘2007 Stock Incentive Plan’’) and the
material terms of the performance-based compensation under the 2007 Stock Incentive
Plan for purposes of compensation deductibility under Internal Revenue Code
Section 162(m);
• approval of the Amended and Restated Dollar General Corporation Annual Incentive Plan
(the ‘‘Annual Incentive Plan’’) and the material terms of the performance-based
compensation under the Annual Incentive Plan for purposes of compensation deductibility
under Internal Revenue Code Section 162(m); and
• ratification of the appointment of our independent registered public accounting firm for
2012.
May other matters be raised at the annual meeting?
We are unaware of other matters to be acted upon at the meeting. Under Tennessee law and
our governing documents, no other non-procedural business may be raised at the meeting unless proper
notice has been given to shareholders. If other business is properly raised, your proxies have authority
to vote as they think best, including to adjourn the meeting.
Who is entitled to vote?
You may vote if you owned shares of Dollar General common stock at the close of business on
March 23, 2012. As of that date, there were 338,417,840 shares of Dollar General common stock
outstanding and entitled to vote. Each share is entitled to one vote on each matter.
How do I vote?
If you are a shareholder of record, you may vote your proxy over the telephone or Internet or,
if you received printed proxy materials, by marking, signing, dating and returning the printed proxy
card in the enclosed envelope. Please refer to the instructions on the Notice of Internet Availability or
proxy card, as applicable. Alternatively, you may vote in person at the meeting.
If you are a ‘‘street name’’ holder, your broker, bank, or other nominee will provide materials
and instructions for voting your shares. You may vote in person at the meeting if you obtain a proxy
from your broker, banker, trustee or other nominee giving you the right to vote the shares.
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