Dollar General 2015 Annual Report Download - page 45
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Proxy
Considerations Associated with Regulatory Requirements
Under Section 162(m) of the Internal Revenue Code, we generally may not take a tax
deduction for individual compensation over $1 million paid in any taxable year to each of the persons
who were, at the end of the fiscal year, our CEO or one of the other named executive officers (other
than our Chief Financial Officer). As a result, we may not deduct any salary, signing bonus or other
annual compensation paid or imputed to such covered officers that causes non-performance-based
compensation to exceed the $1 million limit. Certain performance-based compensation is exempt from
the deduction limit.
We believe that our Amended and Restated 2007 Stock Incentive Plan and our Amended and
Restated Annual Incentive Plan currently satisfy the requirements of Section 162(m). As a result, we
may deduct compensation expense realized in connection with any (1) payments made under our
Teamshare program, (2) stock options and stock appreciation rights, and (3) performance-based
restricted stock and RSU awards. However, restricted stock or RSUs that solely vest over time are not
‘‘performance-based compensation’’ under Section 162(m), and we will be unable to deduct
compensation expense realized in connection with those time-vested awards to persons covered by
Section 162(m) to the extent their non-performance-based compensation exceeds $1 million. Our
policies do not restrict the Compensation Committee from exercising discretion to approve
compensation packages that may result in certain non-deductible compensation expenses but that the
Committee nonetheless determines to be in our shareholders’ best interests.
The Committee administers our executive compensation program with the good faith intention
of complying with Section 409A of the Internal Revenue Code, which relates to the taxation of
nonqualified deferred compensation arrangements.
Compensation Committee Report
The Compensation Committee of our Board of Directors reviewed and discussed with
management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K
and, based on such review and discussions, the Compensation Committee recommended to the Board
that the Compensation Discussion and Analysis be included in this document.
This report has been furnished by the members of the Compensation Committee:
• Warren F. Bryant, Chairman
• Patricia D. Fili-Krushel
• William C. Rhodes, III
The above Compensation Committee Report does not constitute soliciting material and should not
be deemed filed or incorporated by reference into any other Dollar General filing under the Securities Act of
1933 or the Securities Exchange Act of 1934, except to the extent Dollar General specifically incorporates
this report by reference therein.
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