Dollar General 2011 Annual Report Download - page 11

Proxy
What is the difference between a ‘‘shareholder of record’’ and a ‘‘street name’’ holder?
You are a ‘‘shareholder of record’’ if your shares are registered directly in your name with
Wells Fargo Shareowner Services, our transfer agent. You are a ‘‘street name’’ holder if your shares are
held in the name of a brokerage, bank, trust or other nominee as custodian.
What if I receive more than one Notice of Internet Availability or proxy card?
You will receive multiple Notices of Internet Availability or proxy cards if you hold shares in
different ways (e.g., joint tenancy, trusts, custodial accounts, etc.) or in multiple accounts. If you are a
street name holder, you will receive your Notice of Internet Availability or proxy card or other voting
information, along with voting instructions, from your broker. Please vote the shares represented by
each Notice of Internet Availability or proxy card you receive.
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 of the matters pertaining to the 2007 Stock Incentive Plan; ‘‘FOR’’ the
approval of the matters pertaining to the Annual Incentive Plan; and ‘‘FOR’’ ratification of Ernst &
Young LLP as our independent registered public accounting firm for 2012.
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 31, 2012; 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. The matters pertaining to the 2007 Stock Incentive Plan will be approved if the votes cast for
the proposal exceed the votes cast against it, as long as the total votes cast on the proposal represent
over 50% of all shares entitled to vote on the proposal. The matters pertaining to the Annual Incentive
Plan and the ratification of the appointment of the auditors for 2012 will be approved if the votes cast
for the applicable proposal exceed the votes cast against it.
With respect to the director elections, you may vote for all nominees or you may withhold your
vote on one or more nominees. With respect to each of the other proposals, you may vote in favor of
or against the proposal, or you may elect to abstain from voting your shares.
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