Dollar General 2014 Annual Report Download - page 16
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Proxy
How many votes are needed to approve other matters?
The proposal to ratify the appointment of our independent auditor for 2015 will be approved if
the votes cast in favor of such proposal exceed the votes cast against it.
With respect to this proposal, 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. The election of directors is considered to be a non-routine item, while the ratification of the
appointment of our independent auditor is considered to be a routine matter.
‘‘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