Dollar General 2012 Annual Report Download - page 74

Proxy
How does the Audit Committee pre-approve services provided by the independent registered public
accounting firm?
The Audit Committee pre-approves all audit and permissible non-audit services provided by
our independent registered public accounting firm. Where feasible, the Committee considers and, when
appropriate, pre-approves services at regularly scheduled meetings after disclosure by management and
the independent registered public accounting firm of the nature of the proposed services, the estimated
fees (when available), and their opinions that the services will not impair the independence of the
independent registered public accounting firm. The Committee’s chairperson (or any Committee
member if the chairperson is unavailable) may pre-approve such services in between Committee
meetings, and must report to the Committee at its next meeting with respect to all services so
pre-approved. The Committee pre-approved 100% of the services provided by Ernst & Young LLP
during 2012 and 2011.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
The United States securities laws require our executive officers, directors, and greater than
10% shareholders to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the
SEC. Based solely upon a review of these reports furnished to us during and with respect to 2012, or
written representations that no Form 5 reports were required, we believe that each of those persons
filed, on a timely basis, the reports required by Section 16(a) of the Securities Exchange Act of 1934
except that (1) each of Mr. Flanigan, Mr. Ravener and Mr. Vasos filed 1 late Form 4 to report 2, 2 and
1 acquisitions, respectively, of stock options to purchase shares of Dollar General common stock
resulting from the accelerated vesting in connection with the sale of shares of our common stock by
certain of our shareholders pursuant to a Rule 10b5-1 trading plan; and (2) Mr. Jones filed 1 late
Form 4 to report a decrease in a short position in a basket of stocks, that may be deemed to be
beneficially owned directly by Goldman Sachs International and indirectly by The Goldman Sachs
Group, Inc., that includes shares of Dollar General common stock. Mr. Jones is a managing director of
Goldman, Sachs & Co., a wholly-owned subsidiary of The Goldman Sachs Group, Inc. Mr. Jones
disclaims beneficial ownership of the shares involved in the transaction except to the extent of his
pecuniary interest therein.
SHAREHOLDER PROPOSALS
FOR 2014 ANNUAL MEETING
To be considered for inclusion in our proxy materials relating to the 2014 annual meeting of
shareholders, eligible shareholders must submit proposals that comply with relevant SEC regulations no
later than December 12, 2013. To introduce other new business at the 2014 annual meeting, you must
provide written notice to us no earlier than the close of business on January 29, 2014 and no later than
the close of business on February 28, 2014, and comply with the advance notice provisions of our
Bylaws. If we are not notified of a shareholder proposal by February 28, 2014, then the proxies held by
our management may provide the discretion to vote against such shareholder proposal, even though the
proposal is not discussed in our proxy materials sent in connection with the 2014 annual meeting of
shareholders.
Shareholder proposals should be mailed to Corporate Secretary, Dollar General Corporation,
100 Mission Ridge, Goodlettsville, TN 37072. Shareholder proposals that are not included in our proxy
materials will not be considered at any annual meeting of shareholders unless such proposals have
complied with the requirements of our Bylaws.
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