Dollar General 2011 Annual Report Download - page 12

Proxy
How will abstentions and broker non-votes be treated?
Abstentions and broker non-votes, if any, will be treated as shares that are present and entitled
to vote for purposes of determining whether a quorum is present and, except as provided in the next
sentence, will not be counted as votes cast either in favor of or against a particular proposal. With
regard to the proposal pertaining to our 2007 Stock Incentive Plan, however, abstentions will have the
same effect as votes cast against this proposal and broker non-votes (i) will have the same effect as
votes cast against this proposal if 50% or less of the shares entitled to vote at the meeting are cast on
this proposal, and (ii) will not have any effect on the result of the vote if more than 50% of the shares
entitled to vote at the meeting are cast on this proposal.
What are broker non-votes?
Although your broker is the record holder of any shares that you hold in street name, it must
vote those shares pursuant to your instructions. If you do not provide instructions, your broker may
exercise discretionary voting power over your shares for ‘‘routine’’ items but not for ‘‘non-routine’’
items. All matters described in this proxy statement, except for the ratification of the appointment of
the independent registered public accounting firm, are considered to be non-routine matters.
‘‘Broker non-votes’’ occur when shares held of record by a broker are not voted on a matter
because the broker has not received voting instructions from the beneficial owner of the shares and
either lacks or declines to exercise the authority to vote the shares in its discretion. To avoid giving
them the effect of negative votes, except with respect to the proposal regarding our 2007 Stock
Incentive Plan as discussed above, broker non-votes generally are disregarded for the purpose of
determining the total number of votes cast with respect to a proposal.
Will my vote be confidential?
Proxy instructions, ballots and voting tabulations that identify individual shareholders are
handled in a manner that is intended to protect your voting privacy. Your vote will not be intentionally
disclosed either within Dollar General or to third parties, except (1) as necessary to meet applicable
legal requirements; (2) in a dispute regarding authenticity of proxies and ballots; (3) in the case of a
contested proxy solicitation, if the other party soliciting proxies does not agree to comply with the
confidential voting policy; (4) to allow for the tabulation of votes and certification of the vote; (5) to
facilitate a successful proxy solicitation; or (6) when a shareholder makes a written comment on the
proxy card or otherwise communicates the vote to management.
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