Dollar General 2011 Annual Report Download - page 13

Proxy
PROPOSAL 1:
ELECTION OF DIRECTORS
What is the structure of the Board of Directors?
Our Board of Directors must consist of 1 to 15 directors, with the exact number, currently
fixed at 7, set by the Board pursuant to and in compliance with our shareholders’ agreement with Buck
Holdings, L.P., and the sponsor shareholders identified in that agreement. All directors are elected
annually by our shareholders.
Who are the nominees this year?
The nominees for the Board of Directors consist of 7 current directors. If elected, each
nominee would hold office until the 2013 annual meeting of shareholders or until his or her successor
is elected and qualified. These nominees, their ages at the date of this document and the calendar year
in which they first became a director are listed in the table below.
Name Age Director Since
Raj Agrawal 39 2007
Warren F. Bryant 66 2009
Michael M. Calbert 49 2007
Richard W. Dreiling 58 2008
Adrian Jones 47 2007
William C. Rhodes, III 46 2009
David B. Rickard 65 2010
What are the backgrounds of this year’s nominees?
Mr. Agrawal joined Kohlberg Kravis Roberts & Co., L.P. (‘‘KKR’’) in May 2006 and is the
North American head of KKR’s Infrastructure business. He previously was a member of KKR’s Retail
and Energy and Natural Resources industry teams. From 2002 to May 2006, he was a Vice President
with Warburg Pincus, where he was involved in the execution and oversight of a number of investments
in the energy and infrastructure sector. Mr. Agrawal’s prior experience also includes Thayer Capital
Partners, where he played a role in the firm’s business and manufacturing services investments, and
McKinsey & Co., where he provided strategic and mergers and acquisitions advice to clients in a
variety of industries. KKR’s affiliates indirectly own a substantial portion of our outstanding common
stock through their investment in Buck Holdings, L.P. and related entities. Mr. Agrawal is a director of
Colonial Pipeline Company and El Paso Midstream Investment Corp.
Mr. Bryant served as the President and Chief Executive Officer of Longs Drug Stores
Corporation, a retail drugstore chain on the West Coast and in Hawaii, from 2002 through 2008 and as
its Chairman of the Board from 2003 through his retirement in 2008. Prior to joining Longs Drug
Stores, he served as the Senior Vice President of The Kroger Co., a retail grocery chain, from 1999
to 2002. Mr. Bryant is a director of OfficeMax Incorporated and George Weston LTD of Canada.
Mr. Calbert joined KKR in 2000 and has been directly involved with several portfolio
companies. He heads the Retail industry team within KKR’s Private Equity platform. He served as the
Chief Financial Officer of Randall’s Food Markets beginning in 1994, ultimately taking the company
through a transaction with KKR in June 1997. He left Randall’s Food Markets after it was sold in
September 1999 and joined KKR. Mr. Calbert also previously worked as a consultant with Arthur
Andersen Worldwide, where his primary focus was on the retail/consumer industry. He served as our
Chairman until December 2008. KKR’s affiliates indirectly own a substantial portion of our outstanding
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