Dollar General 2015 Annual Report Download - page 36

Proxy
• The equity awards granted in March 2016 include a ‘‘double-trigger’’ provision which
requires a termination event within a certain period of time following a change in control
in order for vesting to accelerate in connection with the change in control.
Shareholder Response. The most recent shareholder advisory vote on our named executive
officer compensation was held in 2014, based on the three-year frequency approved by our shareholders
in 2011. Excluding abstentions and broker non-votes, 96.0% of total votes were cast in support of the
program. Because we viewed this outcome as overwhelmingly supportive of our compensation policies
and practices, we did not believe the vote required consideration of changes to the program. The next
shareholder advisory vote on our named executive officer compensation will be held at our 2017 annual
meeting of shareholders.
Philosophy and Objectives
We strive to attract, retain and motivate persons with superior ability, to reward outstanding
performance, and to align the long-term interests of our named executive officers with those of our
shareholders. The material compensation principles applicable to the compensation of our named
executive officers are outlined below:
• In determining total compensation, we consider the reasonable range of the median of
comparable positions at companies within our market comparator group, but we make
adjustments based on circumstances, such as unique job descriptions and responsibilities as
well as our particular niche in the retail sector, that are not reflected in the market data.
For competitive or other reasons, our levels of total compensation or any component of
compensation may exceed or be below the median range of our market comparator group.
• We set base salaries to reflect the responsibilities, experience, performance and
contributions of the named executive officers and the salaries for comparable benchmarked
positions, while maintaining an appropriate balance between base salary and incentive
compensation.
• We reward named executive officers who enhance our performance by linking cash and
equity incentives to the achievement of our financial goals.
• We promote share ownership to align the interests of our named executive officers with
those of our shareholders.
• In approving compensation arrangements, we consider recent compensation history,
including special or unusual compensation payments.
We have employment agreements with the named executive officers to promote executive
continuity, aid in retention and secure valuable protections for Dollar General, such as non-compete,
non-solicitation and confidentiality obligations.
Oversight and Process
Oversight. The Compensation Committee of our Board of Directors, consisting entirely of
independent directors, determines and approves the compensation of our named executive officers.
Beginning in 2016, such determination pertaining to the level of CEO compensation will be subject to
ratification by the independent members of the Board.
Use of Outside Advisors. The Compensation Committee has selected Meridian Compensation
Partners (‘‘Meridian’’) to serve as its compensation consultant and has determined that Meridian is
independent and that its work has not raised any conflicts of interest. Meridian (or its predecessor) has
served as the Committee’s consultant since 2007 and was re-selected in 2014 after the Committee
conducted an extensive review and request for proposal process. A Meridian representative attends
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