Dollar General 2013 Annual Report Download - page 16

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accepts the offered resignation, then the Board, in its sole discretion, may fill any resulting vacancy or
decrease the size of the Board.
How many votes are needed to approve other matters?
The compensation of our named executive officers will be approved, on an advisory basis, if
the votes cast for the proposal exceed the votes cast against it. The vote on the compensation of our
named executive officers is advisory and, therefore, not binding on Dollar General, our Board of
Directors, or its Compensation Committee.
The proposal to ratify the appointment of our independent auditor for 2014 will be approved if
the votes cast in favor of such proposal exceed the votes cast against it.
With respect to each of these proposals, and any other matter properly brought before the
annual meeting, you may vote in favor of or against the proposal, or you may elect to abstain from
voting your shares.
What are broker non-votes?
Although your broker is the record holder of any shares that you hold in street name, it must
vote those shares pursuant to your instructions. If you do not provide instructions, your broker may
exercise discretionary voting power over your shares for ‘‘routine’’ items but not for ‘‘non-routine’’
items. All matters described in this proxy statement, except for the ratification of the appointment of
our independent auditor, are considered to be non-routine matters.
‘‘Broker non-votes’’ occur when shares held of record by a broker are not voted on a matter
because the broker has not received voting instructions from the beneficial owner and either lacks or
declines to exercise the authority to vote the shares in its discretion.
How will abstentions and broker non-votes be treated?
Abstentions and broker non-votes, if any, will be treated as shares that are present and entitled
to vote for purposes of determining whether a quorum is present but will not be counted as votes cast
either in favor of or against a particular proposal and will have no effect on the outcome of a
particular proposal.
Will my vote be confidential?
Proxy instructions, ballots and voting tabulations that identify individual shareholders are
handled in a manner that is intended to protect your voting privacy. Your vote will not be intentionally
disclosed either within Dollar General or to third parties, except (1) as necessary to meet applicable
legal requirements; (2) in a dispute regarding authenticity of proxies and ballots; (3) in the case of a
contested proxy solicitation, if the other party soliciting proxies does not agree to comply with the
confidential voting policy; (4) to allow for the tabulation of votes and certification of the vote; (5) to
facilitate a successful proxy solicitation; or (6) when a shareholder makes a written comment on the
proxy card or otherwise communicates the vote to management.
4
Proxy