Dollar General 2013 Annual Report Download - page 70
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PROPOSAL 2:
ADVISORY VOTE ON EXECUTIVE COMPENSATION
As required by SEC rules, we are providing our shareholders the opportunity to vote to
approve, on an advisory (nonbinding) basis, the compensation of our named executive officers as
disclosed in this proxy statement in accordance with SEC rules, which includes the disclosures under
‘‘Compensation Discussion and Analysis’’ and the accompanying compensation tables and related
narrative discussion in the ‘‘Executive Compensation’’ section above. We provide the opportunity to
vote on a nonbinding basis on these matters once every three years, which is the time interval last
approved by our shareholders on a nonbinding basis. The next opportunity for our shareholders to vote
to approve on a nonbinding basis the compensation of our named executive officers will be at our 2017
annual meeting of shareholders.
As discussed in ‘‘Compensation Discussion and Analysis’’ above, our compensation programs
are designed to attract, retain and motivate persons with superior ability, to reward outstanding
performance, and to align the interests of our named executive officers with the long-term interests of
our shareholders. Under these programs, our named executive officers are rewarded for the
achievement of specific annual and long-term goals and the realization of increased shareholder value.
We firmly believe that our compensation programs have been effective in attracting and retaining the
executive talent necessary to guide Dollar General during a period of significant growth and
transformation, and have been instrumental in helping us achieve solid financial performance in the last
three fiscal years.
We are asking our shareholders to indicate their support for our named executive officer
compensation as described in this proxy statement in accordance with SEC rules by voting for this
proposal. This vote is not intended to address any specific item of compensation, but rather the overall
compensation of our named executive officers. This advisory vote is not a vote on the compensation of
our Board of Directors or our compensation policies as they relate to risk management, as described
under ‘‘Compensation Risk Considerations’’ in the ‘‘Executive Compensation’’ section above.
Although the vote we are asking shareholders to cast is nonbinding, our Board and the
Compensation Committee value the views of our shareholders and intend to consider the outcome of
the vote when making future compensation decisions for our named executive officers.
Our Board unanimously recommends that you vote FOR the approval of the compensation of
our named executive officers as disclosed in this proxy statement pursuant to the compensation
disclosure rules of the SEC.
58
Proxy