Dollar General 2013 Annual Report Download - page 21

•Mr. Rhodes has 19 years of experience in the retail industry, including extensive experience
in operations, supply chain and finance, among other areas. This background serves as a
strong foundation for offering invaluable perspective and expertise to our CEO and our
Board. In addition, his experience as a board chairman and chief executive officer of a
public retail company and as the former Chairman of RILA provides leadership,
consensus-building, strategic planning and budgeting skills, as well as extensive
understanding of both short- and long-term issues confronting the retail industry.
Mr. Rhodes also has a strong financial background.
•Mr. Rickard held senior management and executive positions for much of his 38 years in
the corporate world. He has significant retail experience and a diverse retail industry
background, including experience serving on the board of another retail company. He also
has an extensive financial and accounting background, having served as the chief financial
officer of two public companies, including a large retailer. As a result, our Board has
determined that Mr. Rickard is an audit committee financial expert and has elected him to
serve as the Chairman of the Audit Committee. Mr. Rickard’s financial experience within
the retail industry also brings expertise and perspective to our Board’s discussions
regarding strategic planning and budgeting.
Acting upon the Nominating Committee’s recommendation and after concluding that these
nominees possess the appropriate experience, qualifications, attributes and skills, our Board has
unanimously nominated these individuals to be elected by our shareholders at our annual meeting.
Can shareholders nominate directors?
Shareholders can nominate directors by following the procedures outlined in our Bylaws. In
short, the shareholder must deliver a written notice to our Corporate Secretary at 100 Mission Ridge,
Goodlettsville, TN 37072 for receipt no earlier than the close of business on the 120th day and not later
than the close of business on the 90th day prior to the first anniversary of the prior year’s annual
meeting. However, if the meeting is held more than 30 days before or more than 60 days after such
anniversary date, the notice must be received no earlier than the close of business on the 120th day and
not later than the close of business on the 90th day prior to the date of such annual meeting. If the first
public announcement of the 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 public announcement date.
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 common 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
9
Proxy