Dollar General 2014 Annual Report Download - page 19

Proxy
Mr. Rickard served as the Executive Vice President, Chief Financial Officer and Chief
Administrative Officer of CVS Health Corporation (formerly CVS Caremark Corporation), a retail
pharmacy chain and provider of healthcare services and pharmacy benefits management, from
September 1999 until his retirement in December 2009. Prior to joining CVS, Mr. Rickard was the
Senior Vice President and Chief Financial Officer of RJR Nabisco Holdings Corporation from March
1997 to August 1999. Previously, he was Executive Vice President of International Distillers and
Vintners Americas. Mr. Rickard is a director of Harris Corporation and Jones Lang LaSalle
Incorporated.
How are directors identified and nominated?
All nominees for election as directors at the annual meeting currently serve on our Board of
Directors and were nominated by the Board for election or re-election, as applicable, upon the
recommendation of the Nominating and Governance Committee (the ‘‘Nominating Committee’’). The
Nominating Committee is responsible for identifying, evaluating and recommending director candidates,
while our Board is responsible for nominating the director slate for election at the annual meeting.
The Nominating Committee’s charter and our Corporate Governance Guidelines require the
Nominating Committee to consider candidates submitted by our shareholders in accordance with the
notice provisions of our Bylaws (see ‘‘Can shareholders nominate directors?’’ below) and to apply the
same criteria to the evaluation of those candidates as it applies to other director candidates. The
Nominating Committee also may use a variety of other methods to identify potential director
candidates, such as recommendations by our directors, management, or third-party search firms.
Ms. Price, who joined our Board in 2014, was initially recommended to the Nominating Committee by
a non-management director.
Our employment transition agreement with Mr. Dreiling requires Dollar General to nominate
him to serve as a member of our Board at any meeting of our shareholders held prior to January 29,
2016 that is called for the purpose of electing directors. Our failure to do so would give rise to a
breach of contract claim. If Mr. Dreiling is re-elected to our Board at such a meeting, he agrees to
serve in such capacity and shall serve as the Chairman of the Board at least through the date on which
a successor chief executive officer begins employment with us and, if asked by our Board, through
January 29, 2016 if later.
How are nominees evaluated; what are the minimum qualifications?
Subject to Mr. Dreiling’s employment transition agreement discussed above, the Nominating
Committee is charged with recommending to the Board of Directors only those candidates that it
believes are qualified to serve as Board members consistent with the criteria for selection of new
directors adopted from time to time by the Board and who have not achieved the age of 76, unless the
Board has approved an exception to this limit on a case by case basis. We have a written policy to
strive to have a Board representing diverse experience at policy-making levels in areas that are relevant
to our business. To implement this policy, the Committee assesses diversity by evaluating each
candidate’s individual qualifications in the context of how that candidate would relate to the Board as a
whole and also considers more traditional concepts of diversity. The Committee periodically assesses
the effectiveness of this policy by considering whether the Board as a whole represents such diverse
experience and composition and by recommending to the Board changes to the criteria for selection of
new directors as appropriate. The Committee recommends candidates, including those submitted by
shareholders, only if it believes the candidate’s knowledge, experience and expertise would strengthen
the Board and that the candidate is committed to representing the long-term interests of all Dollar
General shareholders.
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