Dollar General 2015 Annual Report Download - page 19

Proxy
Mr. Vasos has served as Chief Executive Officer and a member of our Board since June 3, 2015.
He joined Dollar General in December 2008 as Executive Vice President, Division President and Chief
Merchandising Officer. He was promoted to Chief Operating Officer in November 2013. Prior to
joining Dollar General, Mr. Vasos served in executive positions with Longs Drug Stores Corporation
for seven years, including Executive Vice President and Chief Operating Officer (February 2008
through November 2008) and Senior Vice President and Chief Merchandising Officer (2001—2008),
where he was responsible for all pharmacy and front-end marketing, merchandising, procurement,
supply chain, advertising, store development, store layout and space allocation, and the operation of
three distribution centers. He also previously served in leadership positions at Phar-Mor Food and
Drug Inc. and Eckerd Corporation.
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.
Our employment agreement with Mr. Vasos requires the Board or a duly authorized committee
of the Board to nominate him to serve as a member of our Board each year that he is slated for
re-election to the Board. Our failure to do so could give rise to a claim for breach of contract and may
constitute good reason for employment termination by Mr. Vasos under the employment agreement.
How are nominees evaluated; what are the minimum qualifications?
Subject to Mr. Vasos’s employment 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. If a waiver is granted, it will be reviewed
annually.
We have a written policy to endeavor to achieve a mix of Board members that represent a
diversity of background and experience 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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