Dollar General 2013 Annual Report Download - page 15

What if I receive more than one Notice of Internet Availability or proxy card?
You will receive multiple Notices of Internet Availability or proxy cards if you hold shares in
different ways (e.g., joint tenancy, trusts, custodial accounts, etc.) or in multiple accounts. If you are a
street name holder, you will receive your Notice of Internet Availability or proxy card or other voting
information, along with voting instructions, from your broker. Please vote the shares represented by
each Notice of Internet Availability or proxy card you receive to ensure that all your shares are voted.
How will my proxy be voted?
The persons named on the proxy card will vote your proxy as you direct on the proxy card or,
if you return a signed proxy card without instructions: ‘‘FOR’’ all directors nominated; ‘‘FOR’’
approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this
proxy statement pursuant to the SEC’s compensation disclosure rules; and ‘‘FOR’’ ratification of
Ernst & Young LLP as our independent auditor for 2014.
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 valid, 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., Eastern time,
on May 28, 2014; or
• attend the annual meeting and vote in person.
Your attendance at the annual meeting, by itself, will not revoke your proxy.
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?
To be elected at the annual meeting, a nominee must receive the affirmative vote of a majority
of votes cast by holders of shares entitled to vote at the meeting. Under our Amended and Restated
Charter (‘‘Charter’’), the ‘‘affirmative vote of a majority of votes cast’’ means that the number of votes
cast in favor of a nominee’s election exceeds the number of votes cast against his or her election. You
may vote in favor of or against the election of each nominee, or you may elect to abstain from voting
your shares.
What happens if a director fails to receive the required vote for election?
If an incumbent director who is a nominee does not receive the required vote for election at
the annual meeting, he or she must promptly tender a resignation as a director for consideration by the
Board pursuant to our Board-approved director resignation policy contained in our Corporate
Governance Guidelines. Each director standing for reelection at the annual meeting has agreed to
resign, effective upon acceptance of such resignation by the Board, if he or she does not receive a
majority vote. If the Board rejects the offered resignation, the director will continue to serve until the
next annual shareholders’ meeting and until his or her successor, is duly elected or his or her earlier
resignation or removal in accordance with our Amended and Restated Bylaws (‘‘Bylaws’’). If the Board
3
Proxy