Dollar General 2012 Annual Report Download - page 18

Proxy
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 and residence addresses, and principal occupation or
employment;
• the class and number of shares of Dollar General stock beneficially owned by the nominee
and by the shareholder proposing the nominee;
• any other information relating to the nominee that is required to be disclosed in proxy
solicitations 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);
• any other interests of the proposing shareholder or the proposing shareholder’s immediate
family in the securities of Dollar General, including interests the value of which is based on
increases or decreases in the value of securities of Dollar General or the payment of
dividends by Dollar General;
• a description of all compensatory arrangements or understandings between the proposing
shareholder and each nominee; and
• a description of all arrangements or understandings between the proposing shareholder and
each nominee and any other person pursuant to which the nomination is to be made by
the shareholder.
You should consult our Bylaws, posted on the ‘‘Investor Information—Corporate Governance’’
portion of our website located at www.dollargeneral.com, for more detailed information regarding the
process by which shareholders may nominate directors. No shareholder nominees have been proposed
for this year’s meeting, other than the nominee designated pursuant to the shareholders’ agreement as
discussed above.
What if a nominee is unwilling or unable to serve?
That is not expected to occur. If it does, the persons designated as proxies on your proxy card
are authorized to vote your proxy for a substitute designated by our Board of Directors.
Are there any familial relationships between any of the nominees?
There are no familial relationships between any of the nominees or between any of the
nominees and any of our executive officers. See ‘‘Director Independence’’ below for a discussion of a
familial relationship between Ms. Cochran and one of our non-executive officers.
What does the Board of Directors recommend?
Our Board recommends that you vote FOR the election of each of the director nominees.
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