Dollar General 2011 Annual Report Download - page 73

Proxy
What does the Board recommend?
Our Board of Directors unanimously recommends that shareholders vote FOR approval of the
2007 Stock Incentive Plan and approval of the material terms of the performance-based compensation
under the plan for purposes of compensation deductibility under Section 162(m), including (i) the
participants eligible to receive such compensation, (ii) the business criteria that may be used as
performance goals for awards, and (iii) the maximum amount of compensation which may be paid to
any participant if the performance goals are achieved.
Equity Compensation Plan Table
The following table sets forth information about securities authorized for issuance under our
compensation plans (including individual compensation arrangements) as of February 3, 2012:
Number of securities
remaining available for
Number of securities future issuance under
to be issued upon Weighted-average equity compensation
exercise of outstanding exercise price of plans (excluding
options, warrants outstanding options, securities reflected in
and rights warrants and rights column (a))
Plan category (a) (b) (c)
Equity compensation plans
approved by security holders(1) 8,456,979 $11.12 19,338,127
Equity compensation plans not
approved by security holders — — —
Total(1) 8,456,979 $11.12 19,338,127
(1) Column (a) consists of shares of common stock issuable upon exercise of outstanding options and
upon vesting and payment of restricted stock units under the 2007 Stock Incentive Plan and shares
of common stock issuable upon exercise of outstanding options under the 1998 Stock Incentive
Plan. Restricted stock units are settled for shares of common stock on a one-for-one basis and
have no exercise price. Accordingly, those units have been excluded for purposes of computing the
weighted-average exercise price in column (b). Column (c) consists of shares reserved for issuance
pursuant to the 2007 Stock Incentive Plan, whether in the form of stock, restricted stock, restricted
stock units, or other stock-based awards or upon the exercise of an option or right. Although
certain options remain outstanding under the 1998 Stock Incentive Plan, no future awards may be
granted thereunder.
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