Dollar General 2011 Annual Report Download - page 18

Proxy
leadership, consensus-building, strategic planning and budgeting skills, as well as extensive
understanding of both short- and long-term issues confronting the retail industry.
Mr. Rhodes also has a strong financial background and our Board has determined that he
qualifies as an audit committee finance expert.
•Mr. Rickard has held senior management and executive positions for much of his 38 years in
the corporate world. He has significant retail experience and a diverse retail industry
background, including experience serving on the board of another retail company. He also
has an extensive financial and accounting background, having served as the chief financial
officer of two public companies, including a large retailer. As a result, our Board has
determined that Mr. Rickard is an audit committee financial expert and has elected him to
serve as the Chairman of the Audit Committee. Mr. Rickard’s financial experience within the
retail industry also brings expertise and perspective to our Board’s discussions regarding
strategic planning and budgeting.
Acting upon the recommendation of the CNG Committee and in accordance with the
shareholders’ agreement, our Board has concluded that these nominees possess the appropriate
experience, qualifications, attributes and skills to serve as directors of Dollar General and has
nominated these individuals to be elected by our shareholders at our annual meeting.
Can shareholders nominate directors?
The KKR Shareholders and the Goldman Shareholders may nominate directors pursuant to
the shareholders’ agreement discussed above under ‘‘How are directors identified and nominated.’’
Other shareholders can nominate directors by following the procedures set forth in our Bylaws. In
short, the shareholder must timely deliver a written notice to our Corporate Secretary at 100 Mission
Ridge, Goodlettsville, TN 37072. To be timely, the notice must be received no earlier than the close of
business on the 120th day and not later than the close of business on the 90th day prior to the first
anniversary of the preceding year’s annual meeting. However, if the meeting is held more than 30 days
before or more than 60 days after such anniversary date, the notice must be received no earlier than
the close of business on the 120th day and not later than the close of business on the 90th day prior to
the date of such annual meeting. If the first public announcement of the annual meeting date is less
than 100 days prior to the date of such annual meeting, the notice must be received by the 10th day
following the day on which the public announcement was made.
The notice must contain all information required by our Bylaws about the shareholder
proposing the nominee and about the nominee, which generally includes:
• the nominee’s name, age, business address and residence address;
• the nominee’s principal occupation or employment;
• the class and number of shares of Dollar General stock that are beneficially owned by the
nominee;
• any other information relating to the nominee that is required to be disclosed in solicitations
of proxies with respect to nominees for election as directors pursuant to Regulation 14A of
the Securities Exchange Act of 1934 (including the nominee’s written consent to being
named in the proxy statement as a nominee and to serving as a director, if elected);
• the name and address of the shareholder proposing the nominee, as they appear on our
record books, and the name and address of the beneficial holder (if applicable);
• the class and number of shares of Dollar General that are beneficially owned by the
shareholder proposing the nominee;
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