Dollar General 2012 Annual Report Download - page 10
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Please find page 10 of the 2012 Dollar General annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.-
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Proxy
information, along with voting instructions, from your broker. Please vote the shares represented by
each Notice of Internet Availability or proxy card you receive.
How will my proxy be voted?
The persons named on the proxy card will vote your proxy as you direct on the proxy card. If
your signed proxy card does not specify instructions, your proxy will be voted: ‘‘FOR’’ all directors
nominated; ‘‘FOR’’ the approval of the amendment to our Amended and Restated Charter to
implement a majority voting standard in uncontested elections of directors; and ‘‘FOR’’ ratification of
Ernst & Young LLP as our independent registered public accounting firm for 2013.
Can I change my mind and revoke my proxy?
Yes. If you are a shareholder of record, to revoke a proxy given pursuant to this solicitation
you must:
• sign a later-dated proxy card and submit it so that it is received before the annual meeting
in accordance with the instructions included in the proxy card;
• at or before the annual meeting, send to our Corporate Secretary a written notice of
revocation dated later than the date of the proxy;
• submit a later-dated vote by telephone or Internet no later than 11:59 p.m. (ET) on
May 28, 2013; or
• attend the annual meeting and vote in person.
If you are a street name holder, to revoke a proxy given pursuant to this solicitation you must
follow the instructions of the bank, broker, trustee or other nominee who holds your shares.
How many votes are needed to elect directors and approve other matters?
At the annual meeting, directors will be elected by a plurality of the votes cast by holders of
shares entitled to vote at the meeting, which means that the 9 nominees receiving the largest number
of affirmative votes will be elected to our Board. The proposals to amend our Amended and Restated
Charter to provide for a majority voting standard in future uncontested elections of directors and to
ratify the appointment of our independent registered public accounting firm for 2013 will be approved
if the votes cast in favor of each proposal exceed the votes cast against it.
With respect to the director elections, you may vote for all nominees or you may withhold your
vote on one or more nominees. With respect to each of the other proposals, and any other matter
properly brought before the annual meeting, you may vote in favor of or against the proposal, or you
may elect to abstain from voting your shares.
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