Dollar General 2012 Annual Report Download - page 14

Proxy
Mr. Rhodes was elected Chairman of AutoZone, a specialty retailer and distributor of
automotive replacement parts and accessories, in June 2007. He has served as President and Chief
Executive Officer and as a director of AutoZone since 2005. Prior to his appointment as President and
Chief Executive Officer, Mr. Rhodes was Executive Vice President—Store Operations and Commercial.
Prior to 2004, he had been Senior Vice President—Supply Chain and Information Technology since
2002, and prior thereto had been Senior Vice President—Supply Chain since 2001. Prior to that time,
he served in various capacities with AutoZone, including Vice President—Stores in 2000, Senior Vice
President—Finance and Vice President—Finance in 1999, and Vice President—Operations Analysis and
Support from 1997 to 1999. Prior to 1994, Mr. Rhodes was a manager with Ernst & Young, LLP.
Mr. Rickard served as the Executive Vice President, Chief Financial Officer and Chief
Administrative Officer of CVS Caremark Corporation, a retail pharmacy chain and provider of
healthcare services and pharmacy benefits management, from September 1999 until his retirement in
December 2009. Prior to joining CVS Caremark, Mr. Rickard was the Senior Vice President and Chief
Financial Officer of RJR Nabisco Holdings Corporation from March 1997 to August 1999. Previously,
he was Executive Vice President of International Distillers and Vintners Americas. Mr. Rickard is a
director of Harris Corporation and Jones Lang LaSalle Incorporated. He served as a director of The
May Companies from January 2005 to August 2005.
How are directors identified and nominated?
All nominees for election as directors at the annual meeting are currently serving on our Board
of Directors and were recommended for election or re-election, as the case may be, by our Board
committee responsible for nominating and corporate governance matters, which was our combined
Compensation, Nominating and Governance Committee prior to April 1, 2013, and since April 1, 2013
is a separate Nominating and Governance Committee (the ‘‘Nominating Committee’’). The Nominating
Committee is responsible for identifying, evaluating and recommending director candidates, subject to
the terms of the shareholders’ agreement and Mr. Dreiling’s employment agreement discussed below.
Our Board is responsible for nominating the slate of directors for election by shareholders at the
annual meeting.
The charter of our Nominating Committee and our Corporate Governance Guidelines require
the Nominating Committee to consider candidates submitted by our shareholders in accordance with
the notice provisions of our Bylaws (see ‘‘Can shareholders nominate directors?’’ below) and to apply
the same criteria to the evaluation of those candidates as it applies to other director candidates. The
Nominating Committee may also use a variety of other methods to identify potential director
candidates, such as recommendations by our directors, management, or third party search firms.
In January 2012, when our Board consisted of seven directors, the Nominating Committee
initiated a search for additional director candidates and retained a third-party search firm to assist in
identifying potential future Board candidates who meet our qualification and experience requirements
and to compile and evaluate information regarding the candidates’ qualifications, experience and
independence. Ms. Fili-Krushel was recommended as a candidate by the third party search firm while
Ms. Cochran was recommended as a candidate by our CEO. Each of Ms. Fili-Krushel and Ms. Cochran
was fully vetted by our third party search firm and by our Nominating Committee and our Board.
Four of our directors, Messrs. Agrawal, Calbert, Dreiling and Jones, are managers of Buck
Holdings, LLC, which serves as the general partner of Buck Holdings, L.P. The limited liability
company agreement of Buck Holdings, LLC generally requires Buck Holdings, LLC to cause shares of
our common stock held by Buck Holdings, L.P. to be voted in favor of any person designated to be a
member of our Board pursuant to our shareholders’ agreement with Buck Holdings, L.P.
Pursuant to our shareholders’ agreement with Buck Holdings, L.P. and the sponsor
shareholders identified in that agreement, certain of our shareholders have the right to designate
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