Dollar General 2012 Annual Report Download - page 9

Proxy
VOTING MATTERS
How many votes must be present to hold the annual meeting?
A quorum, consisting of the presence in person or by proxy of the holders of a majority of
shares of our common stock outstanding on March 21, 2013, must exist to conduct any business.
What am I voting on?
You will be asked to vote on:
• the election of 9 directors;
• an amendment to our Amended and Restated Charter to implement a majority voting
standard in uncontested elections of directors; and
• the ratification of the appointment of our independent registered public accounting firm
for 2013.
May other matters be raised at the annual meeting?
We are unaware of other matters to be acted upon at the meeting. Under Tennessee law and
our governing documents, no other non-procedural business may be raised at the meeting unless proper
notice has been given to shareholders. If other business is properly raised, your proxies have authority
to vote as they think best, including to adjourn the meeting.
Who is entitled to vote at the annual meeting?
You may vote if you owned shares of Dollar General common stock at the close of business on
March 21, 2013. As of that date, there were 327,212,294 shares of Dollar General common stock
outstanding and entitled to vote. Each share is entitled to one vote on each matter.
How do I vote?
If you are a shareholder of record, you may vote your proxy over the telephone or Internet or,
if you received printed proxy materials, by marking, signing, dating and returning the printed proxy
card in the enclosed envelope. Please refer to the instructions on the Notice of Internet Availability or
proxy card, as applicable. Alternatively, you may vote in person at the meeting.
If you are a ‘‘street name’’ holder, your broker, bank, or other nominee will provide materials
and instructions for voting your shares. You may vote in person at the meeting if you obtain a proxy
from your broker, banker, trustee or other nominee giving you the right to vote the shares.
What is the difference between a ‘‘shareholder of record’’ and a ‘‘street name’’ holder?
You are a ‘‘shareholder of record’’ if your shares are registered directly in your name with
Wells Fargo Shareowner Services, our transfer agent. You are a ‘‘street name’’ holder if your shares are
held in the name of a brokerage, bank, trust or other nominee as custodian.
What if I receive more than one Notice of Internet Availability or proxy card?
You will receive multiple Notices of Internet Availability or proxy cards if you hold shares in
different ways (e.g., joint tenancy, trusts, custodial accounts, etc.) or in multiple accounts. If you are a
street name holder, you will receive your Notice of Internet Availability or proxy card or other voting
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