Dollar General 2014 Annual Report Download - page 15

Proxy
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. Street name
holders will receive the Notice of Internet Availability or proxy card or other voting information, along
with voting instructions, from their brokers. Please vote the shares represented by each Notice of
Internet Availability or proxy card you receive to ensure that all your shares are voted.
How will my proxy be voted?
The persons named on the proxy card will vote your proxy as you direct or, if you return a
signed proxy card or complete the Internet or telephone voting procedures but do not specify how you
want to vote your shares: ‘‘FOR’’ all directors nominated and ‘‘FOR’’ ratification of Ernst &
Young LLP as our independent auditor for 2015.
Can I change my mind and revoke my proxy?
Yes. A shareholder of record may revoke a proxy given pursuant to this solicitation by:
• signing a valid, later-dated proxy card and submitting it so that it is received before the
annual meeting in accordance with the instructions included in the proxy card;
• at or before the annual meeting, submitting to our Corporate Secretary a written notice of
revocation dated later than the date of the proxy;
• submitting a later-dated vote by telephone or Internet no later than 11:59 p.m., Eastern
time, on May 26, 2015; or
• attending the annual meeting and voting in person.
Your attendance at the annual meeting, by itself, will not revoke your proxy.
A street name holder may revoke a proxy given pursuant to this solicitation by following the
instructions of the bank, broker, trustee or other nominee who holds his or her shares.
How many votes are needed to elect directors?
To be elected at the annual meeting, a nominee must receive the affirmative vote of a majority
of votes cast by holders of shares entitled to vote at the meeting. Under our Amended and Restated
Charter, the ‘‘affirmative vote of a majority of votes cast’’ means that the number of votes cast in favor
of a nominee’s election exceeds the number of votes cast against his or her election. You may vote in
favor of or against the election of each nominee, or you may elect to abstain from voting your shares.
What happens if a director fails to receive the required vote for election?
An incumbent director who does not receive the required vote for election at the annual
meeting must promptly tender a resignation as a director for the Board’s consideration pursuant to our
Board-approved director resignation policy outlined in our Corporate Governance Guidelines. Each
director standing for reelection at the annual meeting has agreed to resign, effective upon the Board’s
acceptance of such resignation, if he or she does not receive a majority vote. If the Board rejects the
offered resignation, the director will continue to serve until the next annual shareholders’ meeting and
until his or her successor is duly elected or his or her earlier resignation or removal in accordance with
our Amended and Restated Bylaws (‘‘Bylaws’’). If the Board accepts the offered resignation, the Board,
in its sole discretion, may fill the resulting vacancy or decrease the size of the Board.
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