Dollar General 2014 Annual Report Download - page 166

10-K
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
(a) Information Regarding Directors and Executive Officers. The information required by this
Item 10 regarding our directors and director nominees is contained under the captions ‘‘Who are the
nominees this year,’’ ‘‘What are the backgrounds of this year’s nominees,’’ ‘‘Are there any familial
relationships between any of the nominees,’’ ‘‘How are directors identified and nominated,’’ and ‘‘What
particular experience, qualifications, attributes or skills led the Board of Directors to conclude that
each nominee should serve as a director of Dollar General,’’ all under the heading ‘‘Proposal 1:
Election of Directors’’ in our definitive Proxy Statement to be filed for our Annual Meeting of
Shareholders to be held on May 27, 2015 (the ‘‘2015 Proxy Statement’’), which information under such
captions is incorporated herein by reference. Information required by this Item 10 regarding our
executive officers is contained in Part I of this Form 10-K under the caption ‘‘Executive Officers of the
Registrant,’’ which information under such caption is incorporated herein by reference.
(b) Compliance with Section 16(a) of the Exchange Act. Information required by this Item 10
regarding compliance with Section 16(a) of the Exchange Act is contained under the caption
‘‘Section 16(a) Beneficial Ownership Reporting Compliance’’ in the 2015 Proxy Statement, which
information under such caption is incorporated herein by reference.
(c) Code of Business Conduct and Ethics. We have adopted a Code of Business Conduct and
Ethics that applies to all of our employees, officers and Board members. This Code is posted on the
Investor Information section of our Internet website at www.dollargeneral.com. If we choose to no
longer post such Code, we will provide a free copy to any person upon written request to Dollar
General Corporation, c/o Investor Relations Department, 100 Mission Ridge, Goodlettsville, TN 37072.
We intend to provide any required disclosure of an amendment to or waiver from the Code of Business
Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions, on our Internet website
located at www.dollargeneral.com promptly following the amendment or waiver. We may elect to
disclose any such amendment or waiver in a report on Form 8-K filed with the SEC either in addition
to or in lieu of the website disclosure. The information contained on or connected to our Internet
website is not incorporated by reference into this Form 10-K and should not be considered part of this
or any other report that we file with or furnish to the SEC.
(d) Procedures for Shareholders to Nominate Directors. There have been no material changes to
the procedures by which security holders may recommend nominees to the registrant’s Board of
Directors.
(e) Audit Committee Information. Information required by this Item 10 regarding our audit
committee and our audit committee financial experts is contained under the captions ‘‘Corporate
Governance—Does the Board have standing Audit, Compensation and Nominating Committees’’ and
‘‘—Does Dollar General have an audit committee financial expert serving on its Audit Committee’’ in
the 2015 Proxy Statement, which information under such captions is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item 11 regarding director and executive officer compensation,
the Compensation Committee Report, the risks arising from our compensation policies and practices
for employees, and compensation committee interlocks and insider participation is contained under the
captions ‘‘Director Compensation’’ and ‘‘Executive Compensation’’ in the 2015 Proxy Statement, which
information under such captions is incorporated herein by reference.
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