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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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	​	Dollar General Corporation 100 Mission Ridge Goodlettsville, Tennessee 37072

Dear Fellow Shareholder:

              The 20152016 Annual Meeting of Shareholders of Dollar General Corporation will be held on Wednesday, May 27, 2015,25, 2016, at 9:00 a.m., Central Time, at Goodlettsville City Hall Auditorium, 105 South Main Street, Goodlettsville, Tennessee. All shareholders of record at the close of business on March 19, 201517, 2016 are invited to attend the annual meeting. For security reasons, however, to gain admission to the meeting you may be required to present photo identification and comply with other security measures.

              At this year's meeting, you will have an opportunity to vote on the matters described in our accompanying Notice of Annual Meeting of Shareholders and Proxy Statement. Our 20142015 Annual Report and our Annual Report on Form 10-K for the fiscal year ended January 30, 201529, 2016 also accompany this letter.

              Your interest in Dollar General and your vote are very important to us. We encourage you to read the Proxy Statement and vote your proxy as soon as possible so your vote can be represented at the annual meeting. You may vote your proxy via the Internet or telephone, or if you received a paper copy of the proxy materials by mail, you may vote by mail by completing and returning a proxy card.

              On behalf of the Board of Directors, thank you for your continued support of Dollar General.

April 2, 20158, 2016

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	​	Dollar General Corporation 100 Mission Ridge Goodlettsville, Tennessee 37072

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

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DOLLAR GENERAL CORPORATION

Proxy Statement for
20152016 Annual Meeting of Shareholders

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IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 27, 201525, 2016

              This Proxy Statement, our 20142015 Annual Report and a form of proxy card are available at www.proxyvote.com. You will need your Notice of Internet Availability or proxy card to access the proxy materials.

              As permitted by rules adopted by the Securities and Exchange Commission ("SEC"), we are furnishing our proxy materials over the Internet to some of our shareholders. This means that some shareholders will not receive paper copies of these documents. Instead, these shareholders will receive only a Notice of Internet Availability containing instructions on how to access the proxy materials over the Internet. The Notice of Internet Availability also contains instructions on how each of those shareholders can request a paper copy of our proxy materials, including the Proxy Statement, our 20142015 Annual Report and a proxy card. Shareholders who do not receive a Notice of Internet Availability will receive a paper copy of the proxy materials by mail, unless they have previously requested delivery of proxy materials electronically. If you received only the Notice of Internet Availability and would like to receive a paper copy of the proxy materials, the notice contains instructions on how you can request copies of these documents.

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GENERAL INFORMATION

What is this document?

              This document is the Proxy Statement of Dollar General Corporation for the Annual Meeting of Shareholders to be held on Wednesday, May 27, 2015.25, 2016. We will begin mailing printed copies of this document or the Notice of Internet Availability to shareholders on or about April 2, 2015.8, 2016. We are providing this document to solicit your proxy to vote upon certain matters at the annual meeting.

              We refer to our company as "we," "us" or "Dollar General." Unless otherwise noted or required by context, "2016," "2015," "2014," "2013," "2012," and "2011""2012" refer to our fiscal years ending or ended February 3, 2017, January 29, 2016, January 30, 2015, January 31, 2014, and February 1, 2013, and February 3, 2012, respectively.

What is a proxy, who is asking for it, and who is paying for the cost to solicit it?

              A proxy is your legal designation of another person, called a "proxy," to vote your stock. The document that designates someone as your proxy is also called a proxy or a proxy card.

              Our directors, officers and employees are soliciting your proxy on behalf of our Board of Directors. Dollar General will pay all solicitation expenses. We will not additionally compensate these persons to solicit your proxy but will reimburse them for any out-of-pocket expenses they incur. We also may reimburse custodians and nominees for their expenses in sending proxy materialmaterials to beneficial owners.

Who may attend the annual meeting?

              Only shareholders, their proxy holders and our invited guests may attend the meeting. If your shares are registered in the name of a broker, trust, bank or other nominee, you will need to bring a proxy or a letter from that record holder or your most recent brokerage account statement that confirms your ownership of those shares as of March 19, 2015.17, 2016. For security reasons, we also may require photo identification for admission.

Where can I find directions to the annual meeting?

              Directions to Goodlettsville City Hall, where we will hold the annual meeting, are posted on the "Investor Information" section of our website located at www.dollargeneral.com.

Will the annual meeting be webcast?

              Yes. You are invited to visit the "Conference Calls and Investor Events" section of the "Investor Information" section of our website located at www.dollargeneral.com at 9:00 a.m., Central Time, on May 27, 201525, 2016 to access the live webcast of the annual meeting. An archived copy of the webcast will be available on our website for at least 60 days. The information on our website, however, is not incorporated by reference into, and does not form a part of, this proxy statement.

What is Dollar General Corporation and where is it located?

              Dollar General operates conveniently located, small-box stores that deliver everyday low prices onhas been delivering value to shoppers for over 75 years. Dollar General helps shoppers Save time. Save money. Every day!® by offering products that families use every day. Asare frequently used and replenished, such as food, snacks, health and beauty aids, cleaning supplies, clothing for the family, housewares and seasonal items at low everyday prices in convenient neighborhood locations. Dollar General operates 12,575 stores in 43 states as of February 27, 2015, we are the largest discount retailer in the United States by number of stores with more than 11,879 locations in 43 states.26, 2016. Our principal executive offices are located at 100 Mission Ridge, Goodlettsville, Tennessee 37072. Our telephone number is 615-855-4000.

Where is Dollar General common stock traded?

              Our stock is traded on the New York Stock Exchange ("NYSE") under the symbol "DG."

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VOTING MATTERS

How many votes must be present to hold the annual meeting?

              A quorum, consisting of the presence in person or by proxy of the holders of a majority of shares of our common stock outstanding on March 19, 2015,17, 2016, must exist to conduct any business at the meeting.

What if a quorum is not present at the annual meeting?

              If a quorum is not present at the meeting, any officer entitled to preside at or to act as Secretary of the meeting shall have power to adjourn the meeting from time to time until a quorum is present.

What am I voting on?

              You will be asked to vote on:

May other matters be raised at the annual meeting?

              We are unaware of other matters to be acted upon at the meeting. Under Tennessee law and our governing documents, no other non-procedural business may be raised at the meeting unless proper notice has been given to shareholders. If other business is properly raised, your proxies have authority to vote as they think best, including to adjourn the meeting.

Who is entitled to vote at the annual meeting?

              You may vote if you owned shares of Dollar General common stock at the close of business on March 19, 2015.17, 2016. As of that date, there were 303,703,702286,669,916 shares of Dollar General common stock outstanding and entitled to vote. Each share is entitled to one vote on each matter.

What is the difference between a "shareholder of record" and a "street name" holder?

              You are a "shareholder of record" if your shares are registered directly in your name with Wells Fargo Shareowner Services, our transfer agent. You are a "street name" holder if your shares are held in the name of a brokerage firm, bank, trust or other nominee as custodian.

How do I vote?

              If you are a shareholder of record, you may vote your proxy over the telephone or Internet or, if you received printed proxy materials, by marking, signing, dating and returning the printed proxy card in the enclosed envelope. Please refer to the instructions on the Notice of Internet Availability or proxy card, as applicable. Alternatively, you may vote in person at the meeting.

              If you are a street name holder, your broker, bank, or other nominee will provide materials and instructions for voting your shares. You may vote in person at the meeting if you obtain and bring to the meeting a legal proxy from your broker, banker, trustee or other nominee giving you the right to vote the shares.

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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. Street name holders will receive the Notice of Internet Availability or proxy card or other voting information, along with voting instructions, from their brokers. 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 or, if you return a signed proxy card or complete the Internet or telephone voting procedures but do not specify how you want to vote your shares: "FOR" all directors nominated and "FOR" ratification of Ernst & Young LLP as our independent auditor for 2015.2016.

Can I change my mind and revoke my proxy?

              Yes. A shareholder of record may revoke a proxy given pursuant to this solicitation by:

              Your attendance at the annual meeting, by itself, will not revoke your proxy.

              A street name holder may revoke a proxy given pursuant to this solicitation by following the instructions of the bank, broker, trustee or other nominee who holds his or her 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, 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?

              An incumbent director who does not receive the required vote for election at the annual meeting must promptly tender a resignation as a director for the Board's consideration pursuant to our Board-approved director resignation policy outlined in our Corporate Governance Guidelines. Each director standing for reelectionre-election at the annual meeting has agreed to resign, effective upon the Board's acceptance of such resignation, 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 accepts the offered resignation, the Board, in its sole discretion, may fill the resulting vacancy or decrease the size of the Board.

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How many votes are needed to approve other matters?

              The proposal to ratify the appointment of our independent auditor for 20152016 will be approved if the votes cast in favor of such proposal exceed the votes cast against it.

              With respect to this proposal, 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.

What are broker non-votes?

              Although your broker is the record holder of any shares that you hold in street name, it must vote those shares pursuant to your instructions. If you do not provide instructions, your broker may exercise discretionary voting power over your shares for "routine" items but not for "non-routine" items. The election of directors is considered to be a non-routine item, while the ratification of the appointment of our independent auditor is considered to be a routine matter.

              "Broker non-votes" occur when shares held of record by a broker are not voted on a matter because the broker has not received voting instructions from the beneficial owner and either lacks or declines to exercise the authority to vote the shares in its discretion.

How will abstentions and broker non-votes be treated?

              Abstentions and broker non-votes, if any, will be treated as shares that are present and entitled to vote for purposes of determining whether a quorum is present but will not be counted as votes cast either in favor of or against a particular proposal and will have no effect on the outcome of a particular proposal.

Will my vote be confidential?

              Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that is intended to protect your voting privacy. Your vote will not be intentionally disclosed either within Dollar General or to third parties, except (1) as necessary to meet applicable legal requirements; (2) in a dispute regarding authenticity of proxies and ballots; (3) in the case of a contested proxy solicitation, if the other party soliciting proxies does not agree to comply with the confidential voting policy; (4) to allow for the tabulation of votes and certification of the vote; (5) to facilitate a successful proxy solicitation; or (6) when a shareholder makes a written comment on the proxy card or otherwise communicates the vote to management.

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PROPOSAL 1:
ELECTION OF DIRECTORS

What is the structure of the Board of Directors?

              Our Board of Directors must consist of 1 to 15 directors, with the exact number, currently fixed at 8, set by the Board. All directors are elected annually by our shareholders.

Who are the nominees this year?

              The nominees for the Board of Directors consist of the 8 current directors. If elected, each nominee would hold office until the 20162017 annual meeting of shareholders and until his or her successor is elected and qualified, subject to any earlier resignation or removal. These nominees, their ages at the date of this documentproxy statement and the calendar year in which they first became a director are listed in the table below.

What are the backgrounds of this year's nominees?

              Mr. Bryant served as the President and Chief Executive Officer of Longs Drug Stores Corporation, a retail drugstore chain on the West Coast and in Hawaii, from 2002 through 2008 and as its Chairman of the Board from 2003 through his retirement in 2008. Prior to joining Longs Drug Stores, he served as a Senior Vice President of The Kroger Co., a retail grocery chain, from 1999 to 2002. Mr. Bryant is a director of Office Depot, Inc. and Loblaw Companies Limited of Canada and served as a director of OfficeMax Incorporated from 2004 to 2013.

              Mr. Calbert has served as our Chairman of the Board since January 30, 2016. He joined KKR & Co. L.P. ("KKR") in January 2000 and was directly involved with several KKR portfolio companies until his retirement in January 2014. Mr. Calbert led the Retail industry team within KKR's Private Equity platform prior to his retirement and now servesserved as a consultant to KKR.KKR from his retirement until June 2015. Mr. Calbert joined Randall's Food Markets beginning in 1994 and served as the Chief Financial Officer from 1997 until it was sold in September 1999. Mr. Calbert also previously worked as a certified public accountant and consultant with Arthur Andersen Worldwide from 1985 to 1994, where his primary focus was the retail and consumer industry. He previously served as our Chairman of the Board from July 2007 until December 2008. Mr. Calbert is a2008 and as our lead director from March 2013 until his re-appointment as our Chairman of US Foods, Inc. and Academy, Ltd.the Board in January 2016.

              Ms. Cochran has served as a director and as President and Chief Executive Officer of Cracker Barrel Old Country Store, Inc. since September 2011. She joined Cracker Barrel in April 2009 as Executive Vice President and Chief Financial Officer, and was named President and Chief Operating Officer in November 2010. She was previously Chief Executive Officer at book retailer Books-A-Million, Inc. from February 2004 to April 2009. She also served as that company's President (August 1999—February 2004), Chief Financial Officer (September 1993—August 1999) and Vice President of Finance (August 1992—September 1993). Ms. Cochran has over 20 years of experience in the retail industry. SheMs. Cochran has served as a director of Books-A-Million from 2006 to 2009.Lowe's Companies, Inc. since January 2016.

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              Mr. DreilingMs. Fili-Krushel joined Dollar General in January 2008 as Chief Executive Officer and a member of our Board. He was appointed Chairman ofis the Board on December 2, 2008. Prior to joining Dollar General, Mr. Dreiling served as Chief Executive Officer, President and a director of Duane Reade Holdings, Inc. and Duane Reade Inc., the largest drugstore chain in New York City, from November 2005 until January 2008 and as Chairman of the Board of Duane Reade from March 2007 until January 2008. Prior to that, Mr. Dreiling, beginning in March 2005, served as Executive Vice President—Chief Operating Officer of Longs Drug Stores Corporation, a retail drugstore chain on the West Coast and in Hawaii, after having joined Longs in July 2003 asformer Executive Vice President and Chief Operations Officer. From 2000 to 2003, Mr. Dreilingfor NBCUniversal where she served as Executive Vice President—Marketing, Manufacturinga strategist and Distribution at Safeway Inc., a food and drug retailer. Priorkey advisor to that, Mr. Dreiling servedthe CEO of NBCUniversal from 1998April 2015 to 2000 as President of Vons, a Southern California food and drug division of Safeway. He currently serves as the Chairman of the Retail Industry Leaders Association (RILA). Mr. Dreiling is a director of Lowe's Companies, Inc.

Ms. Fili-KrushelNovember 2015. She served as Chairman of NBCUniversal News Group, a division of NBCUniversal Media, LLC, composed of NBC News, CNBC, MSNBC and the Weather Channel, from July 2012 until April 2015. She previously served as Executive Vice President of NBCUniversal (January 2011—July 2012) with a broad portfolio of functions reporting to her, including operations and technical services, business strategy, human resources and legal. Prior to NBCUniversal, Ms. Fili-Krushel was Executive Vice President of Administration at Time Warner Inc. (July 2001—December 2010) where her responsibilities included oversight of philanthropy, corporate social responsibility, human resources, worldwide recruitment, employee development and growth, compensation and benefits, and security. Before joining Time Warner in July 2001, Ms. Fili-Krushel had been Chief Executive Officer of WebMD Health Corp. since April 2000. From July 1998 to April 2000, Ms. Fili-Krushel was President of the ABC Television Network, and from 1993 to 1998 she served as President of ABC Daytime. Before joining ABC, she had been with Lifetime Television since 1988. Prior to Lifetime, Ms. Fili-Krushel held several positions with Home Box Office. Before joining HBO, Ms. Fili-Krushel worked for ABC Sports in various positions.

              Ms. Price has been Senior Lecturer at Harvard Business School in the Accounting and Management Unit since July 2014. She was Executive Vice President and Chief Financial Officer of Ahold USA from May 2009 until January 2014. At Ahold, which operates more than 700 supermarkets under the Stop & Shop, Giant and Martin's names as well as the Peapod online grocery delivery service, Ms. Price was responsible for finance, accounting and shared services, strategic planning, real estate development, store format and construction, and information technology. Before joining Ahold, she was the Senior Vice President, Controller and Chief Accounting Officer at CVS Health Corporation (formerly CVS Caremark Corporation) from July 2006 until August 2008. Earlier in her career, Ms. Price served as the Chief Financial Officer for the Institutional Trust Services division of JPMorgan Chase (from August 2002 until September 2005), and held several other senior management positions in the U.S. and the U.K. in the financial services and consumer packaged goods industries. A certified public accountant, she began her career at Arthur Andersen & Co. Ms. Price has also served as a director of Accenture plc since May 2014 and Western Digital Corporation since July 2014 and served as a director of Charming Shoppes, Inc. (Lane Bryant, Catherine's, Fashion Bug, Cacique and Figi's brands) from March 2011 until it was sold in June 2012.

              Mr. Rhodes was elected Chairman of AutoZone, Inc., a specialty retailer and distributor of automotive replacement parts and accessories, in June 2007. He has served as President and Chief Executive Officer and as a director of AutoZone since 2005. Prior to his appointment as President and Chief Executive Officer, Mr. Rhodes was Executive Vice President—Store Operations and Commercial. Prior to 2004, he had been Senior Vice President—Supply Chain and Information Technology since 2002, and prior thereto had been Senior Vice President—Supply Chain since 2001. Prior to that time, he served in various capacities with AutoZone since 1994, including Vice President—Stores in 2000, Senior Vice President—Finance and Vice President—Finance in 1999, and Vice President—Operations Analysis and Support from 1997 to 1999. Prior to 1994, Mr. Rhodes was a manager with Ernst & Young LLP.

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              Mr. Rickard served as the Executive Vice President, Chief Financial Officer and Chief Administrative Officer of CVS Health Corporation (formerly CVS Caremark Corporation), a retail pharmacy chain and provider of healthcare services and pharmacy benefits management, from September 1999 until his retirement in December 2009. Prior to joining CVS, Mr. Rickard was the Senior Vice President and Chief Financial Officer of RJR Nabisco Holdings Corporation from March 1997 to August 1999. Previously, he was Executive Vice President of International Distillers and Vintners Americas. Mr. Rickard is a director of Harris Corporation and Jones Lang LaSalle Incorporated.

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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. Ms. Price, who joined our Board in 2014, was initially recommended to the Nominating Committee by a non-management director.

              Our employment transition agreement with Mr. DreilingVasos requires Dollar Generalthe Board or a duly authorized committee of the Board to nominate him to serve as a member of our Board at any meeting of our shareholders held prioreach year that he is slated for re-election to January 29, 2016 that is called for the purpose of electing directors.Board. Our failure to do so wouldcould give rise to a claim for breach of contract claim. Ifand may constitute good reason for employment termination by Mr. Dreiling is re-elected to our Board at such a meeting, he agrees to serve in such capacity and shall serve asVasos under the Chairman of the Board at least through the date on which a successor chief executive officer begins employment with us and, if asked by our Board, through January 29, 2016 if later.agreement.

How are nominees evaluated; what are the minimum qualifications?

              Subject to Mr. Dreiling'sVasos's employment transition 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 striveendeavor to haveachieve a mix of Board representing diversemembers that represent a diversity of background and experience at policy-making levels 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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              ��           The Nominating Committee assesses a candidate's independence, background and experience, as well as the current Board's skill needs and diversity. With respect to incumbent directors selectedconsidered for re-election, the Committee also assesses each director's meeting attendance record and suitability for continued service. In addition, the Committee determines that all nominees are in a position to devote an adequate amount of time to the effective performance of director duties and possess the following characteristics: integrity and accountability, informed judgment, financial literacy, a cooperative approach, a record of achievement, loyalty, and the ability to consult with and advise management.

What particular experience, qualifications, attributes or skills led the Board of Directors to conclude that each nominee should serve as a director of Dollar General?

              Our Board of Directors believes that each of the nominees can devote an adequate amount of time to the effective performance of director duties and possesses the minimum qualifications identified above. The Board has determined that the nominees, as a whole, complement each other, meet the Board's skill needs, and represent diverse experience at policy-making levels in areas relevant to our business. The Board also considered the following in determining that the nominees should serve as directors of Dollar General:

              Mr. Bryant has over 40 years of retail experience, including experience in marketing, merchandising, operations and finance. His substantial experience in leadership and policy-making roles at other retail companies, together with his current and former experience as a board member for certain other retailers, provides him with an extensive understanding of our industry, as well as with valuable executive management skills and the ability to effectively advise our CEO.

              Mr. Calbert has considerable experience in managing private equity portfolio companies and is familiar with corporate finance and strategic business planning activities. As the former head of KKR's Retail industry team, Mr. Calbert has a strong background and extensive experience in advising and managing companies in the retail industry, including evaluating business strategies, financial plans and structures, and management teams. His former service on the board of directors of Academy, Ltd., Pets at Home Group Plc., Shoppers Drug Mart Corporation, Toys "R" Us, Inc. and US Foods, Inc. further strengthens his knowledge and experience within the retail industry. Mr. Calbert also has a significant financial and accounting background evidenced by his prior experience as the chief financial officer of a retail company and his 10 years of practice as a certified public accountant. Mr. Calbert serves as the Board's independent lead director and leads the executive sessions of our non-management and independent directors.

              Ms. Cochran brings over 20 years of retail experience to Dollar General as a result of her current and former roles at Cracker Barrel Old Country Store and her former roles at Books-A-Million. This experience allows her to provide additional support and perspective to our CEO and our Board. In addition, Ms. Cochran's industry and executive experience provides leadership, consensus-building, strategic planning, risk management and budgeting skills. Ms. Cochran also has significant financial experience, having served as the chief financial officer of two public companies and as vice president, corporate finance of SunTrust Securities, Inc., and our Board has determined that she qualifies as an audit committee financial expert.

              Mr. Dreiling brings to Dollar General over 45 years of retail experience at all operating levels. He provides a unique perspective regarding our industry as a result of his experience progressing through the ranks within various retail companies. His experience overseeing the operations, marketing, manufacturing and distribution functions of other retail companies bolsters Mr. Dreiling's thorough understanding of all key areas of our business. In addition, Mr. Dreiling's service in leadership and policy-making positions of other retail companies has provided him with the necessary leadership skills to effectively guide and oversee the direction of Dollar General and with the consensus-building skills required to lead our management team and our Board. Moreover, during the time that Mr. Dreiling has served as our CEO, he has gained a thorough understanding of our operations and has managed us through significant change. He was named "Retailer of the Year" by Mass Market Retailer for 2010 and 2014. Mr. Dreiling was also listed among Supermarket News "Power 50 Retailers" for 2011 and 2012 and named "CEO of the Year" by the Retail Leader in 2012.

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Ms. Fili-Krushel's background increases the breadth of experience of our Board as a result of her extensive executive experience overseeing the business strategy, philanthropy, corporate social responsibility, human resources, recruitment, employee growth and development, compensation and benefits, and legal functions at large public companies in the media industry. In addition, her understanding of consumer behavior based on her knowledge of viewership patterns and preferences provides additional perspective to our Board in understanding our customer base.

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              Ms. Price brings broad experience across finance, general management and strategy gained from her service in senior executive and management positions at major corporations across several industries, including as Chief Financial Officer of Ahold USA before her retirement in 2014. Ms. Price's numerous years of experience as a certified public accountant, former Chief Financial Officerchief financial officer and former Chief Accounting Officerchief accounting officer provide our Board with valuable experience and insight into accounting and finance matters, and consequently, our Board has determined that Ms. Price is an audit committee financial expert. She also brings to our Board a valuable perspective as a member of the faculty at Harvard Business School and from her service as a board member of several public companies.

              Mr. Rhodes has over 20 years of experience in the retail industry, including extensive experience in operations, supply chain and finance, among other areas. This background serves as a strong foundation for offering invaluable perspective and expertise to our CEO and our Board. In addition, his experience as a board chairman and chief executive officer of a public retail company and as the former Chairman of RILA provides leadership, consensus-building, strategic planning and budgeting skills, as well as extensive understanding of both short- and long-term issues confronting the retail industry. Mr. Rhodes also has a strong financial background.

              Mr. Rickard held senior management and executive positions for much of his 38 years in the corporate world. He has significant retail experience and a diverse retail industry background, including previous experience serving on the board of another retail company. He also has an extensive financial and accounting background, having served as the chief financial officer of two public companies, including a large retailer. As a result, our Board has determined that Mr. Rickard is an audit committee financial expert and has elected him to serve as the Chairman of the Audit Committee. Mr. Rickard's financial experience within the retail industry also brings expertise and perspective to our Board's discussions regarding strategic planning and budgeting.

Mr. Vasos has extensive retail experience, including over seven years with Dollar General. His experience overseeing the merchandising, operations, marketing, advertising, procurement, supply chain, store development, store layout and space allocation functions of other retail companies bolsters Mr. Vasos's thorough understanding of all key areas of our business. In addition, Mr. Vasos's service in leadership and policy-making positions of other retail companies has provided him with the necessary leadership skills to effectively guide and oversee the direction of Dollar General and with the consensus-building skills required to lead our management team.

              Acting upon the Nominating Committee's recommendation, and after concluding that these nominees possess the appropriate experience, qualifications, attributes and skills, our Board has unanimously nominated these individuals to be elected by our shareholders at our annual meeting.

Can shareholders nominate directors?

              Yes. Shareholders can nominate directors by following the procedures outlined in our Bylaws. In short, the shareholder must deliver a written notice to our Corporate Secretary at 100 Mission Ridge, Goodlettsville, TN 37072 for receipt no earlier than the close of business on the 120^th day and not later than the close of business on the 90^th day prior to the first anniversary of the prior year's annual meeting. However, if the meeting is held more than 30 days before or more than 60 days after such anniversary date, the notice must be received no earlier than the close of business on the 120^th day and not later than the close of business on the 90^th day prior to the date of such annual meeting. If the first public announcement of the annual meeting date is less than 100 days prior to the date of such annual meeting, the notice must be received by the 10^th day following the public announcement date.

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              The notice must contain all information required by our Bylaws about the shareholder proposing the nominee and about the nominee, which generally includes:

•

the nominee's name, age, business and residence addresses, and principal occupation or employment;



•

the class and number of shares of Dollar General common stock beneficially owned by the nominee and by the shareholder proposing the nominee;



•

any other information relating to the nominee that is required to be disclosed in proxy solicitations with respect to nominees for election as directors pursuant to Regulation 14A of the Securities Exchange Act of 1934 (including the nominee's written consent to being named in the proxy statement as a nominee and to serving as a director, if elected);



•

the name and address of the shareholder proposing the nominee as they appear on our record books, and the name and address of the beneficial holder (if applicable);



•

any other interests of the proposing shareholder or the proposing shareholder's immediate family in the securities of Dollar General, including interests the value of which is based on increases or decreases in the value of securities of Dollar General or the payment of dividends by Dollar General;



•

a description of all compensatory arrangements or understandings between the proposing shareholder and each nominee; and



•

a description of all arrangements or understandings between the proposing shareholder and each nominee and any other person pursuant to which the nomination is to be made by the shareholder.

              You should consult our Bylaws, posted on the "Investor Information—Corporate Governance" section of our website located at www.dollargeneral.com, for more detailed information regarding the process by which shareholders may nominate directors.directors, as the information above is a summary only. No shareholder nominees have been proposed for this year's annual meeting.

What if a nominee is unwilling or unable to serve?

              That is not expected to occur. If it does, the persons designated as proxies on the proxy card are authorized to vote your proxy for a substitute designated by our Board of Directors.

Are there any familial relationships between any of the nominees?

              There are no familial relationships between any of the nominees or between any of the nominees and any of our executive officers. See "Director Independence" below for a discussion of a familial relationship between Ms. Cochran and one of our non-executive officers.

What does the Board of Directors recommend?

              Our Board unanimously recommends that you voteFOR the election of each of the director nominees.

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CORPORATE GOVERNANCE

Does the Board of Directors have standing Audit, Compensation and Nominating Committees?

              Yes. Our Board of Directors has a standing Audit Committee, Compensation Committee and Nominating Committee. The Board has adopted a written charter for each of these committees, which are available on the "Investor Information—Corporate Governance" section of our website located at www.dollargeneral.com. Current information regarding each of these committees is set forth below.

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Does Dollar General have an audit committee financial expert serving on its Audit Committee?

              Yes. Our Board has designated each of Mr. Rickard, Ms. Cochran and Ms. Price as an audit committee financial expert and has determined that each is independent as defined in NYSE listing standards and in our Corporate Governance Guidelines. Such experts have the same responsibilities as the other Audit Committee members. They are not our auditors or accountants, do not perform "field work" and are not employees. The SEC has determined that designation as an audit committee financial expert will not cause a person to be deemed to be an "expert" for any purpose.

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How often did the Board and its committees meet in 2014?2015?

              During 2014,2015, our Board, Audit Committee, Compensation Committee and Nominating Committee met 16,10, 5, 86 and 34 times, respectively. Each incumbent director attended at least 75% of the total of all meetings of the Board and all committees on which he or she served which were held during the period for which he or she was a director and a member of each applicable committee.

What is Dollar General's policy regarding Board member attendance at the annual meeting?

              Our Board of Directors has adopted a policy that all directors should attend annual shareholders' meetings unless attendance is not feasible due to unavoidable circumstances. All persons serving as Board members at the time attended the 20142015 annual shareholders' meeting.

Does Dollar General combine the positions of Chairman and CEO?

              Yes.No. As part of the transition of the CEO role from Mr. Richard W. Dreiling to Mr. Vasos in June 2015, the Board separated the positions of Chairman and CEO, and Mr. Dreiling servescontinued to serve in the Chairman position until January 2016. Following Mr. Dreiling's tenure as Chairman, and to afford Mr. Vasos the opportunity to focus his time and energy on managing our business, the Board determined to continue to separate the positions of Chairman and CEO and appointed Mr. Calbert, an independent director and the lead director at the time, to the Chairman role effective January 30, 2016. This decision further allows our Chairman to devote his time and attention to matters of Board of Directorsoversight and CEO.governance. The Board currently believes combining these roles provides an efficient and effectiverecognizes that no single leadership model is right for all companies and at all times, and the Board will review its leadership structure as appropriate to ensure it continues to be in the best interests of Dollar General because, given his day-to-day involvement with and intimate understanding of our specific business, industry and management team, Mr. Dreiling is particularly suited to effectively identify strategic priorities, lead the discussion and execution of strategy, and facilitate information flow between management and the Board. The Boardshareholders.

              To further believes that combining these roles fosters clear accountability, effective decision-making, and alignment on the development and execution of corporate strategy. To promote effective independent oversight,Board leadership, the Board has adopted a number of additional governance practices, including:

•

Appointing an independent lead director and specifying his duties as outlined in our Corporate Governance Guidelines.



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Ensuring opportunity after each regularly scheduled Board meeting for executive sessions of the independent directors and, if not all non-management directors are independent, of the non-management directors. As theMr. Calbert, as Chairman and formerly as lead director, Mr. Calbert presides over such executive sessions.



•

Conducting annual performance evaluations of Mr. Dreiling by the Compensation Committee and the lead director, the results of which are reviewed with the Board.CEO.



•

Conducting annual Board and committee performance evaluations.self-evaluations by the Board and each standing committee.

Does the Board of Directors evaluate the performance of Board members?

              Yes. The Nominating Committee is responsible for overseeing the evaluation of the Board recognizes that no single leadership model is rightof Directors. As part of this responsibility, in addition to approving an evaluation process to be followed for all companiesthe Board and at all times,each standing committee, the Nominating Committee encourages our directors to provide candid feedback on any member of the Board to the Chairman of the Nominating Committee or the Chairman of the Board. The Chairman of the Nominating Committee and the Chairman of the

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Board willmeet at least annually to review its leadership structure asall such feedback and any other information related to the performance of our Board members and to discuss what, if any, response or other follow-up action is appropriate includingand in connection with the appointment of a new CEO in light of Mr. Dreiling's planned retirement in January 2016, to ensure it continues to be in theDollar General's best interests of Dollar General and our shareholders.interests.

What is the Board of Director's role in risk oversight?

              Our Board of Directors and its committees have an important role in our risk oversight process. Our Board regularly reviews with management our financial and business strategies, including relevant material risks as appropriate. Our General Counsel also periodically reviews withprovides information to the Board regarding our insurance coverage and programs as well as litigation risks.

              The Audit Committee discusses our policies with respect to risk assessment and risk management, primarily through oversight of our enterprise risk management program. Our Internal Audit department coordinates that program, which entails review and documentation of our comprehensive risk management practices. The program evaluates internal and external risks, identifies mitigation strategies, and assesses the remaining residual risk. The program is updated through interviews with senior management and our Board, review of strategic initiatives, evaluation of the

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fiscal budget, review of upcoming legislative or regulatory changes, review of certain internal metrics and review of other outside information concerning business, financial, legal, reputational, and other risks. The results are presented to the Audit Committee at least annually. Quarterly, the categories with high residual risk, along with their mitigation strategies, are reviewed individually. Our Audit Committee also quarterly reviews metrics and information pertaining to information security risks and mitigation.

              Our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation program. As discussed under "Executive Compensation—Compensation Risk Considerations" below, the Compensation Committee also participates in periodic assessments of the risks relating to our overall compensation programs.

              While the Audit Committee and the Compensation Committee oversee the risk areas identified above, the entire Board is regularly informed about risks through the committee reports.reporting process. This enables the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships. Our Board believes this division of risk management responsibilities effectively addresses the material risks facing Dollar General. Accordingly, the risk oversight role of our Board and its committees has not had any effect on our Board's leadership structure.

Does Dollar General have a management succession plan?

              Yes. Our Corporate Governance Guidelines require our Board of Directors to coordinate with our CEO to ensure that a formalized process governs long-term management development and succession. Our Board formally reviews our management succession plan at least annually. Our comprehensive program encompasses not only our CEO and other executive officers but all employees through the front-line supervisory level. The program focuses on key succession elements, including identification of potential successors for positions where it has been determined that internal succession is appropriate, assessment of each potential successor's level of readiness, and preparation of individual growth and development plans. With respect to CEO succession planning, our long-term business strategy is also considered. In addition, we maintain at all times, and review with the Board periodically, a confidential procedure for the timely and efficient transfer of the CEO's responsibilities in the event of an emergency or his sudden incapacitation or departure.

              In connection with Messrs. Dreiling's and Tehle's planned retirements in January 2016 and July 2015, respectively, we are actively engaged in an internal and external search for successors. The CEO search includes, and the CFO search may include, useTable of a third-party executive search firm to help facilitate the process. Messrs. Calbert and Bryant (as lead director and as Compensation Committee Chairman, respectively) represent the Board on the day to day CEO search work with the executive search firm.Contents

Are there share ownership guidelines and holding requirements for Board members and senior officers?

              Yes. Details of our share ownership guidelines and holding requirements for Board members and senior officers are included in our Corporate Governance Guidelines. See "Compensation Discussion and Analysis" and "Director Compensation" for more information on such ownership guidelines and holding requirements for senior officers and Board members, respectively.

How can I communicate with the Board of Directors?

              Our Board-approved process for security holders and other interested parties to contact the Board of Directors, a particular director, or the non-management directors or the independent directors as a group is described on www.dollargeneral.com under "Investor Information—Corporate Governance."

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Where can I find more information about Dollar General's corporate governance practices?

              Our governance-related information is posted on www.dollargeneral.com under "Investor Information—Corporate Governance," including our Corporate Governance Guidelines, Code of Business Conduct and Ethics, the charter of each of the Audit Committee, the Compensation Committee and the Nominating Committee, and the name(s) of the persons chosen to lead the executive sessions of the non-management directors and of the independent directors. This information is available in print to any shareholder who sends a written request to: Investor Relations, Dollar General Corporation, 100 Mission Ridge, Goodlettsville, TN 37072.

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DIRECTOR COMPENSATION

              The following table and text summarize the compensation earned by or paid to each of our non-employee Board members for 2014. Mr.2015. Messrs. Dreiling wasand Vasos were not separately compensated for histheir service on the Board; histheir executive compensation for service as our CEO is discussed under "Executive Compensation" below. We have omitted the columns pertaining to non-equity incentive plan compensation and change in pension value and nonqualified deferred compensation earnings because they are inapplicable.

Fiscal 20142015 Director Compensation

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              The Board approves, upon recommendation of the Compensation Committee, the form and amount of director compensation. As part of this process, the Committee may consult with or review information provided by Meridian Compensation Partners ("Meridian"), its independent consultant, and may consider the input of our CEO and our Chief People Officer. However, the Committee and the Board retain and exercise ultimate decision-making authority regarding director compensation.              We do not compensate for Board service any director who also serves as our employee. We will reimburse directors for certain fees and expenses incurred in connection with continuing education seminars and for travel and related expenses related to Dollar General business.

              For 2014, eachEach non-employee director receivedwill receive payment (prorated as applicable), for a fiscal year in quarterly installments of the following cash compensation, as applicable:

•

$85,000 annual retainer for service as a Board member;



•

$25,000 annual retainer for service as the lead director;



•

$22,500 annual retainer for service as the Audit Committee Chairman;



•

$20,000 annual retainer for service as the Compensation Committee Chairman;



•

$15,000 annual retainer for service as the Nominating Committee Chairman; and



•

$1,500 for each Board or committee meeting in excess of an aggregate of 16 that a director attended, as a member, during the fiscal year.

              In addition, each non-employee director, including Ms. Price who joined the Board mid-year, receivedapplicable, along with an annual equity award with an estimated value of $125,000 on the grant date (as determined by Meridian using economic variables such as the trading priceRSUs, payable in shares of our common stock, expected volatility of the stock trading prices of similar companies, and the terms of the award) under our Amended and Restated 2007 Stock Incentive Plan. Sixty percentPlan having the following estimated value:

              The RSUs are awarded annually to those non-employee directors who are elected or re-elected at the shareholders' meeting and

              In addition,These fees and equity award values and the mix of equity, including the changes in director compensation identified below, were recommended each year by the Compensation Committee, and approved by the Board, after taking into account market benchmarking data, Meridian's recommendations, the input of the CEO and the Chief People Officer (with respect to 2015 and prior years) and, for the additional equity award to the Chairman in 2016, the amount of time anticipated to be devoted to the mentoring of a new CEO. Although the Committee may solicit and consider the input of our CEO and our Chief People Officer, it and the Board retain and exercise ultimate decision-making authority regarding director compensation.

              As a result of such considerations, (1) as previously disclosed, the equity mix was changed beginning with calendar yearin 2015 Dollar General has implemented a Non-Employee Director Deferred Compensation Plan (the "Director Deferred Compensation Plan") to allow for deferral by non-employee directorsdeliver all of upthe equity value in RSUs as opposed to the 2014 equity mix which consisted of 60% stock options and 40% RSUs; and (2) the estimated value of the equity award was increased beginning in fiscal 2016.

              Up to 100% of cash fees earned for Board serviceservices in a fiscal year. For those who choose to participate, benefitsyear may be deferred under the Non-Employee Director Deferred Compensation Plan. Benefits are payable upon separation from service in the form, as elected by the director at the time of deferral, of a lump sum distribution or monthly

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payments for 5, 10 or 15 years. Participating directors can direct the hypothetical investment of deferred fees into funds identical to the fundsthose offered in our 401(k) Plan and will be credited with the deemed investment gains and losses. The amounts deferred, along with deemed investment gains and losses, are credited to a liability account. The amount of the benefit will vary depending on the fees the director has deferred and the deemed investment gains and losses. In the event of a director'sBenefits upon death benefits are payable to the director's named beneficiary. In the event of a director's disability (as defined in the Non-Employee

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Director Deferred Compensation Plan), the unpaid benefit will be paid in a lump sum. Participant deferrals are not contributed to a trust, and all benefits are paid from Dollar General's general assets.

              Our non-employee directors are subject to share ownership guidelines, and holding requirements. The ownership guideline is 4 timesexpressed as a multiple of the annual cash retainer payable for service on our Board, asand holding requirements. The current ownership guideline is 5 times (increased from a multiple of 4 times in effect on January 1, 2011 (or, if later, the date on which the director joined or joins our Board) to be achieved within 5 years of August 24, 2011 (or, if later, within 5 years of the date on which the director joined or joins our Board)December 2015). At least 1 times thesuch annual cash retainer in effect at the time the director joined or joins our Board should be acquired prior to or as soon as practicable after joining the Board, (or as soon after as practicable).and the remainder should be acquired within 5 years of election to the Board. When the ownership guideline is increased, incumbent non-employee directors are allowed an additional year to acquire the incremental multiple. Each non-employee director is required to retain ownership of 50% of all net after-tax shares granted by Dollar General until he or she reaches the share ownership target. Please see our Corporate Governance Guidelines for additional information. Administrative details pertaining to these matters are established by the Compensation Committee.

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DIRECTOR INDEPENDENCE

Is Dollar General subject to the NYSE governance rules regarding director independence?

              Yes. A majority of our directors must be independent in accordance with the independence requirements set forth in the NYSE listing standards. In addition, the Audit Committee, the Compensation Committee and the Nominating Committee must be composed solely of independent directors to comply with such listing standards and, in the case of the Audit Committee, with SEC rules. The NYSE listing standards define specific relationships that disqualify directors from being independent and further require that for a director to qualify as "independent," the Board must affirmatively determine that the director has no material relationship with Dollar General. The SEC's rules and the NYSE listing standards contain separate definitions of independence for members of audit committees and compensation committees, respectively.

How does the Board of Directors determine director independence?

              The Board of Directors affirmatively determines the independence of each director and director nominee in accordance with guidelines it has adopted, which include all elements of independence set forth in the NYSE listing standards and SEC rules as well as certain Board-adopted categorical independence standards. These guidelines are contained in our Corporate Governance Guidelines, which are posted on the "Investor Information—Corporate Governance" section of our website located at www.dollargeneral.com.

              The Board first analyzesconsiders whether any director or nominee has a relationship covered by the NYSE listing standards that would prohibit an independence finding for Board or committee purposes. The Board then analyzes any relationship of the remaining eligible directors and nominees with Dollar General or our management that falls outside the parameters of the Board's separately adopted categorical independence standards to determine whether or not that relationship is material. The Board may determine that a director or nominee who has a relationship outside such parameters is nonetheless independent because the relationship is not considered to be material. Any director who has a material relationship with Dollar General or its management is not considered to be independent. Absent special circumstances, the Board does not consider or analyze any relationship that falls within the parameters of the Board's separately adopted categorical independence standards.

Are all of the directors and nominees independent?

              No. Our Board of Directors consists of Warren F. Bryant, Michael M. Calbert, Sandra B. Cochran, Richard W. Dreiling, Patricia D. Fili-Krushel, Paula A. Price, William C. Rhodes, and David B. Rickard.Rickard and Todd J. Vasos. Messrs. Rickard and Bryant and Mss. Cochran and Price serve on our Audit Committee, Messrs. Bryant and Rhodes and Ms. Fili-Krushel serve on our Compensation Committee, and Mr. Rhodes and Mss. Cochran and Fili-Krushel serve on our Nominating Committee. Richard W. Dreiling served on our Board and as its Chairman through January 29, 2016.

              Our Board has affirmatively determined that Messrs. Bryant, Calbert, Rhodes and Rickard and Mss. Cochran, Fili-Krushel and Price, but not Mr.Messrs. Dreiling and Vasos, are independent from our management under both the NYSE listing standards and our additional standards. Except as described below, any relationship between an independent director and Dollar General or our management fell within the Board-adopted categorical standards and, accordingly, was not reviewed or considered by our Board. The Board has also determined that the current members of the Audit Committee, the Compensation Committee and the Nominating Committee meet the independence requirements for membership on those committees set forth in the NYSE listing standards, our additional standards and, as to the Audit Committee, SEC rules.

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              In reaching the determination that Ms. Cochran is independent, the Board considered that Ms. Cochran's brother, Stephen Brophy, hashad served as a Vice Presidentnon-executive vice president of the Company (a non-executive position)Dollar General from 2009 until October 2015 and as a non-officer level employee since 2009.October 2015. For 2014,2015, Mr. Brophy earned from the CompanyDollar General total cash compensation (comprised of his base salary and bonus compensation) of less than $320,000$325,000 and received an annual equity award consisting of 3,034 non-qualified stock options, a target award of 569 performance share units, and 566 restricted stock units. In March 2015, Mr. Brophy received an annual equity award consisting of 3,583 non-qualified stock options, a target award of 433 performance share units, or "PSUs" (452 PSUs were ultimately earned as a result of our adjusted EBITDA and adjusted ROIC performance), and 433 restrictedRSUs. In March 2016, Mr. Brophy received an annual equity award consisting of 1,958 non-qualified stock units.options, a target award of 224 PSUs, and 224 RSUs. All equity awards were granted on terms consistent with the annual equity awards received by all Dollar General employees at the same job grade level as Mr. Brophy and on terms substantially similar to the forms of award agreements on file with the SEC. We do not expect Mr. Brophy's total cash compensation for 20152016 to materially differ from his 2014 total cash compensation.not exceed $270,000.

              Mr. Brophy also is eligible to participate in employee benefits plans and programs available to our other full-time employees. Ms. Cochran does not participate in any decision-making related to Mr. Brophy's compensation or performance evaluations. Mr. Brophy's cash compensation and equity awards were approved by the Compensation Committee pursuant to the Company'sour related-party transactions approval policy.

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TRANSACTIONS WITH MANAGEMENT AND OTHERS

Does the Board of Directors have a related-party transactions approval policy?

              Yes. Our Board of Directors has adopted a written policy for the review, approval or ratification of "related party" transactions. A "related party" for this purpose includes our directors, director nominees, executive officers and greater than 5% shareholders, and any of their immediate family members, and a "transaction" includes one in which (1) the total amount may exceed $120,000, (2) Dollar General is a participant, and (3) a related party will have a direct or indirect material interest (other than as a director or a less than 10% owner of another entity, or both).

              The policy requires prior Board approval for all known related party transactions, subject to certain exceptions identified below. In addition, at least annually after receiving a list of immediate family members from our directors and executive officers, relevant internal departments determine whether any transactions were unknowingly entered into with a related party and the Board is presented with a list of such transactions, subject to certain exceptions identified below, for review. The related party may not participate in any discussion or approval of the transaction and must provide to the Board all material information concerning the transaction.

              OurEach of our Chairman and our CEO is authorized to approve a related party transaction in which he is not involved if the total anticipated amount is less than $1 million and he informs the Board of the transaction. TheIn addition, the transactions below are deemed pre-approved without Board review or approval:

•

Transactions involving a total amount that does not exceed the greater of $1 million or 2% of the entity's annual consolidated revenues (total consolidated assets in the case of a lender) if no related party who is an individual participates in the actual provision of services or goods to, or negotiations with, us on the entity's behalf or receives special compensation or benefit as a result.



•

Charitable contributions if the total amount does not exceed 2% of the recipient's total annual receipts and no related party who is an individual participates in the grant decision or receives any special compensation or benefit as a result.



•

Transactions where the interest arises solely from share ownership in Dollar General and all of our shareholders receive the same benefit on a pro rata basis.



•

Transactions where the rates or charges are determined by competitive bid.



•

Transactions for services as a common or contract carrier or public utility at rates or charges fixed in conformity with law or governmental authority.



•

Transactions involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services.



•

Compensatory transactions available on a nondiscriminatory basis to all salaried employees generally, ordinary course business travel expenses and reimbursements, or compensatory arrangements to directors, director nominees or officers that have been approved by the Board or an authorized committee.

What related-party transactions existed in 20142015 or are planned for 2015?2016?

              Other than compensation paid or to be paid during 20142015 and 20152016 to one of our non-executive officersemployees who is a family member of Ms. Cochran, as discussed further under "Director Independence" above, there are no transactions that have occurred since the beginning of 2014,2015, or any currently proposed transactions, that involve Dollar General and exceed $120,000 and in which a related party had or has a direct or indirect material interest.

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EXECUTIVE COMPENSATION

              We refer toThis section provides details of the persons listed in the Summary Compensation Table below ascompensation for fiscal 2015 for our "namednamed executive officers."officers: Todd Vasos, Chief Executive Officer; Richard Dreiling, former Chairman, Chief Executive Officer and Senior Advisor; John Garratt, Executive Vice President and Chief Financial Officer; David Tehle, former Executive Vice President and Chief Financial Officer; John Flanigan, Executive Vice President, Global Supply Chain; Robert Ravener, Executive Vice President and Chief People Officer; Rhonda Taylor, Executive Vice President and General Counsel; and Gregory Sparks, former Executive Vice President, Store Operations.

Compensation Discussion and Analysis

Executive Overview

              The overarching goal of ourOur executive compensation program is designed to serve the long-term interests of our shareholders. ATo deliver superior shareholder returns, we believe it is critical to offer a competitive executive compensation package is critical for us tothat will attract, retain and motivate persons who we believe haveexperienced executives with the ability and desire to deliver superior shareholder returns. We striverequisite expertise. Our program is designed to balance the short-term and long-term components of our executive compensation program toand thus incent achievement of both our annual and long-term business strategies, to pay for performance and to maintain our competitive position in the market in which we compete for executive talent.

              Compensation Best Practices.    As evidenced by the following practices and policies, weWe strive to ensure alignmentalign our executives' interests with those of interests withour shareholders and to implementfollow sound corporate governance practices:practices.

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              Pay for Performance.    Consistent with our pay-for-performance philosophy, and as illustrated below, a significant majorityportion of our named executive officers'annualized target total direct compensation for 2014our named executive officers in 2015 was performance based and exposed to fluctuations in the price of our common stock. In addition, our 2014 target total direct compensation packages sought to reward both long-term and annual performance, as shown in the charts below:stock price.

CEO	​	Other NEOs (Average)
	​

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              The resultsfollowing payouts were earned as a result of strong performance versus the financial performance metricstargets used in connection withfor our 20142015 performance-based compensation are as follows:compensation:

•

AdjustedTeamshare Bonus Program:  Participants earned a payout under our annual Teamshare bonus program of 109.2% of the target payout level based on achieving adjusted EBIT (as defined and calculated for purposes of the Teamshare bonus program) of $1.957 billion, or 100.92% of the adjusted EBIT target (see "Short-Term Cash Incentive Plan").



•

Performance Share Units:  The awards granted in March 2015 were earned at 104.5% of target, based on achieving adjusted EBITDA was $2.175of $2.347 billion, (versus $2.09 billion in 2013)or 100% of the adjusted EBITDA target, and Adjusted ROIC was 19.50% (versus 19.89% in 2013)of 19.14%, or 100.5% of the adjusted ROIC target, in each case as defined and calculated for purposes of our outstanding performance share unit awards, resulting in the performance share units granted in March 2014 being earned at 95.10% of target.



•

Adjusted EBIT, as defined and calculated for purposes of our annual Teamshare bonus program, was $1.795 billion (96.97% of the target) compared to $1.742 billion (94.2% of target) in 2013, resulting in a 2014 Teamshare payout to participants at 84.84% of target.



•

Adjusted EPS, as defined and calculated for purposes of Mr. Dreiling's performance-based restricted stockPSU award granted in 2012, exceeded the 2014 target of $3.61 per share, resulting in the vesting of the first tranche of such award.agreements (see "Long-Term Equity Incentive Program").

              Significant Compensation-Related Actions in 2014.Actions.    We make various changes to our compensation program in the normal course in order to remain competitive and further strengthen our program in ways that support our shareholders' interests.    The most significant recent compensation-related actions in 2014 pertaining to our named executive officers include:

•

In March 2015, the Compensation Committee approved an employment transition agreement and related compensation to ensure Mr. Dreiling's smooth transition from Chief Executive Officer through his January 29, 2016 retirement date. See "CEO Employment Transition Agreement."



•

In June 2015, Mr. Vasos was promoted from Chief Operating Officer to Chief Executive Officer ("CEO"), and the Compensation Committee approved his revised compensation package as discussed in more detail below.



•

In December 2015, Mr. Garratt was promoted to Chief Financial Officer to fill the vacancy created by Mr. Tehle's retirement in July 2015, and the Compensation Committee approved a new compensation package for Mr. Garratt as discussed in more detail below.

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•

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 implementation of share ownership holding requirements for our senior officers, including the named executive officers, to further complement the existing share ownership guidelines and enhance alignment with shareholders' interests;



•

an increasechange in the share ownership guideline for Mr. Vasos in light of his promotion to Chief Operating Officer;



•

the elimination from our employment agreements of the provisions providing for gross-up payments on any excise taxes imposed under Section 280G of the Internal Revenue Code;



•

the modification of the Teamshare bonus program to institute a financial performance maximum of 120% (previously uncapped) of the target level and to reduce the financial performance threshold from 95% to 90% of the target level to better reflect the practices of our market comparator group, where financial performance below the threshold would result in no bonus payout and financial performance at or above the maximum would result in a capped bonus payout of 300% of an individual's target payout percentage; and



•

the modification of the financial performance threshold and maximum levels for adjusted EBITDA and ROIC underlying our performance share units to align with those of the Teamshare bonus program as applicable (see "2014 Equity Awards" below for more detail).control.

              2014 Say on Pay Vote.Shareholder Response.    Once every three years, we provide the opportunity for our shareholders to vote on a nonbinding basis with respect to our compensation program for named executive officers, which is the time interval last approved by our shareholders on a nonbinding basis. The most recent shareholder advisory vote on our named executive officer compensation program was last held in 2014. Of2014, based on the total votes cast (excludingthree-year frequency approved by our shareholders in 2011. Excluding abstentions and broker non-votes),non-votes, 96.0% of total votes were cast in support of the program, whichprogram. Because we viewviewed this outcome as overwhelmingly supportive of our compensation policies and decisions. Accordingly,practices, we dodid not believe the resultsvote required consideration of changes to our compensationthe program. The next opportunity for our shareholders toshareholder advisory vote to approve on a nonbinding basis the compensation of our named executive officersofficer compensation will be held at our 2017 annual meeting of shareholders.

Executive Compensation 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 summarized below and discussed in more detail in "Elements of Named Executive Officer Compensation":outlined below:

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We generally targetIn determining total compensation, at awe consider the reasonable benchmarked median range of total compensationthe 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.



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We set base salaries to reflect the responsibilities, experience, performance and contributions of the named executive officers and the salaries for comparable benchmarked positions.positions, while maintaining an appropriate balance between base salary and incentive compensation.



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We reward named executive officers who enhance our performance by linking cash and equity incentives to the achievement of our financial goals.



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We promote share ownership to align the interests of our named executive officers with those of our shareholders.

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In approving compensation arrangements, we take into consideration theconsider recent compensation history, of the named executive officer, including special or unusual compensation payments, and maintain an appropriate balance between base salary and annual and long-term incentive compensation.payments.

              We utilizehave employment agreements with the named executive officers which, among other things, set forth minimum levels of certain compensation components. We believe such arrangements are a common protection offered to namedpromote executive officers at other companies and help to ensure continuity, and aid in retention. The employment agreements also provideretention and secure valuable protections for standard protections to both the named executive officer and Dollar General, should such officer's employment terminate.as non-compete, non-solicitation and confidentiality obligations.

Named Executive Officer CompensationOversight and Process

              Oversight.    OurThe Compensation Committee of our Board of Directors, has delegated responsibility for executive compensation to its Compensation Committee. The Compensation Committee, 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 compensation consultant.and that its work has not raised any conflicts of interest. Meridian (or its predecessor) has served as the Committee's consultant since 2007.2007 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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Committee meetings and private sessions if the Committee requests, and Committee members are free to consult directly with Meridian as desired.

              The Committee (or its Chairman) determines the scope of Meridian's services and has approved a written agreement with Meridianthat details the terms and conditions under which Meridian will provide independent advice to the Committee in connection with matters pertaining to executive and director compensation. The Committee (or its chairman) shall determine the scope of Meridian's services.Committee. The approved scope generally includes availability for attendance at select Committee meetingsmeeting attendance and associated preparation work,work; assistance with risk assessment assistance, assistingand with the Committee's decision making with respect toregarding executive and director compensation matters, providing advicematters; advising on our Board and executive pay philosophy, compensation market comparator group, and incentive plan design, providing competitive market studies, and apprising the Committee about emerging best practices and changes in the regulatory environment; and corporate governance environment.

              A Meridian representative attends or is on call to join such Committee meetings and private sessions as the Committee requests. The Committee's members are authorized to consult directly with the consultant as desired.providing competitive market studies. Meridian, along with management, also prepares market comparator groupbenchmarking data for consideration by the Committee in making decisions on items such as base salary, the Teamshare bonus program, and the long-term incentive program.

              After evaluating all of the factors required to be considered by the NYSE listing standards, the Committee has determined that Meridian is independent from Dollar General and that no conflicts of interest exist related to Meridian's services provided to the Committee.

              Management's Role.    Mr. BobFinancial performance targets used in our incentive compensation programs typically are derived from our annual financial plan that is prepared by our executive management team and reviewed and approved by our Board of Directors. Messrs. Dreiling, Vasos and Ravener our Executive Vice President and Chief People Officer, and non-executive members of the human resources group have assistedprovide assistance to the Compensation Committee and Meridian in gathering and analyzing relevant competitiveregarding executive compensation matters, including conducting research, compiling data and making recommendations regarding amount, mix and program structure alternatives, market comparator group composition and compensation-related governance practices, as well as providing information to and coordinating with Meridian as requested, and Ms. Taylor may provide legal advice to the input of Mr. Dreiling, identifying and evaluating various alternatives for named executive officer compensation (including Mr. Ravener's). The Committee's Chairman periodically consults directly with Messrs. Dreiling and Ravener, and other non-executive members of our human resources group, in connection withCommittee regarding executive compensation matters and consulted with Mr. Ravener, Ms. Rhonda M. Taylor, our Executive Vice President and General Counsel, and other non-executive memberscontractual arrangements from time to time. Although these recommendations may impact each of our human resources group, in connection with Mr. Dreiling's employment transition compensation. Messrs. Dreiling and Ravener discuss withsuch officers' compensation to the Committee their recommendations regarding named executive officer pay components, typically based on benchmarking data; however, Mr. Dreiling does notextent they participate in the Committee's deliberationsplans and programs, none of his ownsuch officers make recommendations regarding their specific compensation. For the role of management in named executive officers' performance evaluations, see "Use of Performance Evaluations" below.

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Although the Committee values and solicits suchmanagement's input, from management, it retains and exercises sole authority to make decisions regarding named executive officer compensation.

              Use of Performance Evaluations.    For 2013, theThe Compensation Committee, assessedtogether with the Chairman of the Board, assesses the performance of Mr. Dreiling, considering Mr. Dreiling's input, the anonymous input of his directCEO, and the CEO evaluates and reports as consolidated by Mr. Ravener, and other factors. In addition, Mr. Dreiling assessedto the Committee on the performance of each of the other named executive officers, and reported to the Committee whetherin each named executive officer (other than himself) performed satisfactorily. A similar process was followed to evaluate each named executive officer's 2014 performance other than Mr. Dreiling. Mr. Dreiling's 2014 performance evaluation was instead subsumed within the negotiations surrounding his employment transition agreement as discussed under "CEO Employment Transition Agreement" below.

              These evaluations are used to determine each such officer's overall success in meeting or exhibiting certain enumerated factors, including our four publicly disclosed operating priorities and certain core attributes on which all of our employees are evaluated.case versus previously established goals. These evaluations are subjective; no objective criteria or relative weighting is assigned to any individual goal or factor.

              The Committee useshistorically has used the overall performance evaluation resultsrating as an eligibility threshold for an annual base salary increasesincrease and Teamshare bonus payments for named executive officers. An overall performancepayment. Although an unsatisfactory rating below "good" (i.e., "unsatisfactory" or "needs improvement") for the last completed fiscal yeargenerally would generally preclude a named executive officer from receiving anyan annual base salary increase or Teamshare bonus payment (although the Committee retains discretion to approve a Teamshare bonus payment, in the event of a "needs improvement" rating). The performance evaluation resultsratings have not been used to determine the amount of the Teamshare bonus payment for anya named executive officer; rather, the Teamshare bonusofficer. Rather, such amount ishas been determined solely based upon the Company's level of achievement of a pre-establishedthe applicable financial performance measure and the terms of the Teamshare bonus program (see discussion below). Any named executive officer who receives a "needs improvement"described below.

              In addition to functioning as an eligibility threshold, the performance rating also would receive a reduced level of restricted stock units and stock options. Each named executive officer received a satisfactory (i.e., "good," "very good," or "outstanding") overall performance evaluation with respect to each of 2013 and 2014.

              The performance evaluation results also may impact the amount of a named executive officer's annual base salary increase. Any named executive officer who receives a satisfactory performance rating is given aThe Committee typically starts with the percentage base salary increase that equals the overall budgeted increase for the Company'sour U.S.-based employee population, unless:

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the executive'sand considers whether adjustments are necessary to reflect performance, evaluation relativeresponsibilities or qualifications; to other executives supports a higher or lower percentage increase;



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the market comparator group data indicate that an upward market adjustment would more closely align compensationbring pay within a reasonable range of median of the market comparator group;



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an additional or exceptional event occurs, such as an internal equity adjustment, a promotion or due to a change in responsibilities,role or duties; to achieve a similar one-time adjustment is required; and/better balance between base salary and incentive compensation; or



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for other reasons the Committee believes any other reason justifiesjustify a variationvariance from the overall budgeted increase.

              An unsatisfactory performance rating also would result in a reduction in the number, or a total elimination, of RSUs and stock options awarded to the named executive officer in the following year.

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              None of the named executive officers received an unsatisfactory performance rating for either 2014 or, for those who remained employed in 2016 and therefore underwent a performance evaluation, in 2015.

              Use of Market Benchmarking Data.    The Compensation Committee approves, periodically reviews, and utilizes a market comparator group when making compensation decisions (see "Executive Compensation Philosophy"Philosophy and Objectives" above)). The market comparator group is approved by the Committee and consists of companies selected according to their similarity to our operations, services, revenues, markets, availability of information, and markets.

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Thoseany other information the Committee deems appropriate. Such companies are likely to have executive positions comparable in breadth, complexity and scope of responsibility to ours. This market comparator group is periodically reviewed to ensure that it remains relevant.

              Our market comparator group for 20142015 compensation decisions other than for Mr. Vasos consisted of the same companies as our 2013 market comparator group:of:

              Our market comparator group for Mr. Vasos' 2014 compensation decisions consisted of the nine companies (Big Lots, Dollar Tree, Family Dollar, Foot Locker, J.C. Penney, McDonald's, PetSmart, Ross Stores and Safeway) in our 2014 market comparator group that report data for a comparable position.

              For positionseach named executive officer position below CEO, the Committee biennially reviewsconsiders market comparator group data provided by Meridian for each named executive officer.Meridian. In alternating years, where individual data is not provided by Meridian, the Committee conducts its review against theinstead uses prior year'syear data after applying an aging factor providedrecommended by Meridian. MarketMeridian annually provides market data for the CEO is provided by Meridian annually to ensure that the Committee is aware of any significant movement in CEO compensation levels within the market comparator group. For 2014the 2015 named executive officer compensation decisions, other than Mr. Dreiling, the Committee reviewed 2013considered data provided by Meridian using Aon Hewitt's database for the 2015 market comparator group. For Messrs. Flanigan, Ravener and Sparks, for whom insufficient market comparator group data that had been aged by 3%. Inwas available, the case of Mr. Dreiling's 2014 compensation, Meridian provided current surveyCommittee used data from a broader group of retailers comprising a subset of companies included within the Aon Hewitt Total Compensation Measurement^TM (TCM) database. A list of such companies is included asAppendix A attached to this proxy statement. In determining the short-term cash and long-term equity targets for named executive officer positions below Chief Operating Officer, the Committee considers blended market comparator group.values for comparable positions, rather than values for individual positions, provided in the data above from Meridian.

Elements of Named Executive Officer Compensation

              We provide compensation in the form of base salary, short-term cash incentives, long-term equity incentives, benefits and limited perquisites. We believe each of these elements is a necessary component of the total compensation package and is consistent with compensation programs at companies with whom we compete both for business and talent.

              In connection with his planned retirement on January 29, 2016, all decisions regarding Mr. Dreiling's 2015 compensation were negotiated in connection with his employment transition agreement. Accordingly, with certain exceptions that are specifically identified, the discussion below of 2015 compensation decisions and related actions excludes those pertaining to Mr. Dreiling, which are instead discussed under "CEO Employment Transition Agreement" below.

              In addition, each of Messrs. Vasos and Garratt received compensation adjustments during the year as a result of their promotions. To determine such compensation adjustments, the Compensation Committee evaluated the appropriate level of total compensation as well as the appropriate level and mix of compensation elements considering the market comparator group data and each such officer's level of experience and qualifications and recent compensation. In addition, for Mr. Garratt's short-term and long-term incentive compensation, the Committee considered the target levels applicable to our other executive vice presidents. The resulting promotion-related adjustments are set forth in the discussion below.

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              Base Salary.    Base salary promotes theour recruiting and retention functions of our compensation programobjectives by reflecting the salaries for comparable positions in the competitive marketplace, rewarding strong performance, and providing a stable and predictable income source for our executives. Because we likely would be unable to attract or retain quality named executive officers in the absence of competitive base salary levels, this component constitutes a significant portion of the total compensation package. Our employment agreements with the named executive officers set forth minimum base salary levels, but the Compensation Committee retains sole discretion to increase these levels from time to time.

              (a)    Named Executive Officers Other than Mr. Dreiling.Routine Salary Adjustments.    In 2014, theOur Compensation Committee determined thatroutinely considers annual base salary adjustments in March. In light of the market benchmarking data and each named executive officers'officer's 2014 satisfactory performance assessments relative to other executives supported a percentagerating, all such officers received the 2.95% base salary increase equal to that which was budgeted for our entire U.S.-basedU.S. based employee population (see "Usepopulation. Ms. Taylor, who was promoted to Executive Vice President in March 2015, received an additional 13.72% base salary increase (for a total adjustment of Performance Evaluations"16.67%). Such increase, along with the other compensation components, maintained in recognition of her role and to maintain her total compensation within a reasonable range of the market median offor her new position, and Mr. Garratt, who served as Senior Vice President at the market comparator group. Accordingly, each of the named executive officerstime, received the budgeted 2.45% annualan additional 0.29% base salary increase (for a total adjustment of 3.24%) in 2014. The increase was effective asfurther recognition of April 1, 2014.

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              (b)    Mr. Dreiling.    In determining Mr. Dreiling'shis 2014 base salary, the Compensation Committee took into account Mr. Dreiling's performance assessment, the amount budgeted for our entire U.S.-based employee population (see "Use of Performance Evaluations"), and the benchmarking data of the applicable market comparator group (see "Use of Market Benchmarking Data"). The Committee chose to forego any adjustments beyond the 2.95% increase to Mr. Vasos's base salary until it was determined thatwhether he would succeed Mr. Dreiling should receiveas CEO.

              (b)    Non-Routine Salary Adjustments.    As a result of the same 2.45% baseevaluations discussed above pertaining to their promotions, Mr. Vasos received a salary increase from $791,042 to $1,000,000 and Mr. Garratt received a salary increase from $309,708 to $500,000, in each case effective upon the applicable promotion date and to reflect his new role and expanded responsibilities and to provide compensation that was awarded to each of the other named executive officers which, alongmore appropriately aligned with the other components of Mr. Dreiling's 2014 compensation, maintained his total compensation within a reasonable range of the median of the market comparator group.group data for his new role.

              Short-Term Cash Incentive Plan.    Our short-term cash incentive plan, called Teamshare, is established under our shareholder-approved Amended and Restated Annual Incentive Plan. The Teamshare program provides an opportunity for each named executive officer to receive a cash bonus payment equal to a certain percentage of base salary based upon Dollar General's achievement of one or more pre-established financial performance targets based on any of the performance measures listed in the Amended and Restated Annual Incentive Plan.

              As a threshold matter, a named executive officer's eligibility to receive a bonus under the Teamshare program depends upon his receiving an overall individual performance rating of satisfactory (see "Use of Performance Evaluations").targets. Accordingly, Teamshare fulfills an important part of our pay for performance philosophy while aligning the interests of our named executive officers and our shareholders.

              (a)    20142015 Teamshare Structure.    The Compensation Committee selecteduses adjusted EBIT as the Teamshare financial performance measure for the 2014 Teamshare program. The Committee believes that EBITbecause it is a comprehensive measure of the Company'sour corporate performance and provides a different but complementary focus for the short-term incentive program than that used for the long-term incentive program.so is aligned with our shareholders' interests. For purposes of the 20142015 Teamshare program, adjusted EBIT is defined as the Company'sour operating profit as calculated in accordance with U.S. generally accepted accounting principles, ("GAAP"), but shall exclude:excludes:

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the impact of (a) any costs, fees and expenses directly related to the consideration, negotiation, preparation, or consummation of any asset sale, merger or other transaction that results in a Change in Control (within the meaning of our Amended and Restated 2007 Stock Incentive Plan) of the Company or to any offering of our common stock or other security;securities offering; (b) any gain or loss recognized as a result of any derivative instrument transactions or other hedging activities; (c) any gains or losses associated with theany early retirement of debt obligations;debt; (d) charges resulting from significant natural disasters; and (e) any significant gains or losses associated with our LIFO computation; and



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unless disallowed by the Committee, disallows any such item, (a) non-cash asset impairments; (b) any significant loss as a result of an individual litigation, judgment or lawsuit settlement (including a collective or class action lawsuit and security holder lawsuit, among others);settlement; (c) charges for business restructurings; (d) losses due to new or modified tax, or other legislation or accounting changes enacted after the beginningstart of the 2014 fiscal year;2015; (e) significant tax settlements; and (f) any significant unplanned items of a non-recurring or extraordinary nature.

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              The Committee established aused our 2015 annual financial plan adjusted EBIT target performance levelof $1.939 billion as the target for the adjusted EBIT performance measure, as well as2015 Teamshare program and retained the threshold (below which no bonus may be earned) and maximum (above which no further bonus may be earned) performance levels. Thelevels at 90% and 120% of the target adjusted EBITlevel, respectively. These threshold and maximum performance level forlevels had been used in the 2014prior year Teamshare program was $1.851 billion which, consistent with prior practice, was the same level as our 2014 annual financial plan objective. Toto more closely reflect the practices of our market comparator group, the Committee set thegroup. Payouts for financial performance are based on actual results and are interpolated on a straight-line basis between threshold performance level at 90% of theand target level and instituted a performance cap of 120% of thebetween target level.

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              The bonus payable to each named executive officer upon satisfactionachieving the target level of the 2014 target adjusted EBITfinancial performance level is equal to the applicable target percentage as set forthof base salary shown in the chart below,table below. The target payout percentage of salary for Mr. Vasos was increased from 80% to 100% and for each of Mr. Garratt and Ms. Taylor from 50% to 65% in connection with their promotions. Except for the applicable salary. For allpromotion-related decisions, these percentages for each named executive officers, such percentages are consistent withofficer remained unchanged from those in effect at the end of the prior year and, except for Messrs. Dreiling and Vasos (for whombased on the market value was not blended), such percentages reflect a blendCommittee's review of the approximate median of the payout percentages for the market comparator group.group data. The promotion-related decisions for Messrs. Vasos and Garratt were determined as a result of the evaluations discussed above.

              Performance between 90% (threshold)

              (b)    20142015 Teamshare Results.    The Compensation Committee confirmedcertified the adjusted EBIT performance result at $1.795$1.957 billion (96.97%(100.92% of target), which equates resulting in 2015 Teamshare payouts to a payout of 84.84% of individual bonus targets under the 2014 Teamshare program. Accordingly, a 2014 Teamshare payout was made to each named executive officer at the following percentages of base salary earned: Mr. Dreiling, 110.29%; Mr. Vasos, 67.87%; and each of Messrs. Tehle, D'ArezzoVasos, Garratt, Flanigan and Sparks, 55.14%.Ravener and Ms. Taylor of 109.2% of the target percentages set forth in the table above. Such amounts are reflected in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table. Messrs. Tehle and Sparks were ineligible to receive a payout under the terms of the Teamshare program because they were not employed with us on the payment date.

              Long-Term Equity Incentive Program.    Long-term equity incentives are an important part of our pay for performance philosophy and are designed to motivate named executive officers to focus on long-term success for shareholders. These incentives help provide a balanced focus on both short-term and long-term goals and are important to our compensation program's recruiting and retention objectives. Such incentives are designed to compensate named executive officersshareholders while rewarding them for a long-term commitment to us, while motivating sustained increasesus. The Compensation Committee considers annual equity awards each March at its regular quarterly meeting and considers special equity awards as necessary in our financial performance and shareholder value.

connection with one-time events such as a new hire or promotion. Equity awards are made under our shareholder-approved Amended and Restated 2007 Stock Incentive PlanPlan.

              (a)    2015 Annual Equity Awards.    Each year, the Compensation Committee determines a targeted equity award value for each named executive officer derived from benchmarking information and the appropriate mix of vehicles in which to deliver such targeted value (see "Use of Market Benchmarking Data"). In 2015, the targeted value for each named executive officer was unchanged from the prior year based on the Committee's review of the market comparator group data and, for Mr. Vasos, a decision to defer consideration of any increase until it was determined whether he would succeed Mr. Dreiling as CEO. In addition, as in the prior year, the targeted value was delivered 50% in options, 25% in PSUs and 25% in RSUs, which the Committee previously determined appropriately

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aligned with the equity mix among our market comparator group and balanced the incentive and retention goals of these awards.

              The options are granted with a per share exercise price equal to the fair market value of one share of our common stock on the date of grant.

              (a)    2012 Performance-Based Restricted Stock Award.    In March 2012 the Compensation Committee awarded Mr. Dreiling a grant of 326,037 performance-based restricted shares of our common stock which could be earned upon the satisfaction of certain earnings per share ("EPS") performance targets for fiscal years 2014 and 2015.date. The EPS goals were established by the Committeeoptions vest 25% annually on the grant date based upon EPS forecasts contained in our long-term strategic plan. HalfApril 1 of the performance-based restricted stock vested after the end of our 2014 fiscal year as a result of achievement of the EPS goal of $3.61, and the other half is eligible to vest after the end of our 2015 fiscal year if the EPS goal for that year is achieved. The vesting of the 2015 tranche is subject to continued employment with us through the date on which it is determined that the EPS goal has been achieved and certain accelerated vesting provisions. In light of Mr. Dreiling's announced retirement, we do not currently anticipate that Mr. Dreiling will remain employed with us through the date necessary for vesting of the 2015 tranche.

The performance share unitsRSUs are payable in shares of our common stock and vest 33¹/3% over three years on the April 1 of the three fiscal years following the fiscal year in which the grant is made, subject to continued employment with us and certain accelerated vesting conditions. The PSUs can be earned if certainspecified performance measuresgoals are achieved during the performance period (which was fiscal year 2014)2015) and if certain additional vesting requirements are met. The

              For PSUs the Committee selects and sets targets for financial performance measures, are goals related tothen establishes threshold and maximum levels of performance derived from those targets. The number of PSUs earned depends on the level of financial performance achieved versus the goals. The Committee selected adjusted EBITDA (weighted 50%) and ROIC (weighted 50%) as established by the Committee on the grant date, using the adjusted EBITDA/ROIC-based performance criteria as outlined below:

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              The Committee believes that this weighting puts the appropriate emphasis on maintaining ROIC at an acceptable level to help ensure that invested capital is providing an appropriate return over time. In 2014, the threshold and maximum levels of performance criteria for performance share units were revised from 95% and 110% of target, respectively, for adjusted EBITDA, and 97.51% and 104.98% of target, respectively, for ROIC, to 90% and 120% of target, respectively, for adjusted EBITDA, and 94.86% and 110.29% of target, respectively, for ROIC, with performance in between such levels to be determined on the same graduated scale used to determine incentive cash payouts under our 2014 Teamshare program discussed above between 50% of threshold performance and 300% for maximum performance. This change reflects the Committee's desire to align the payout and performance scale of the short-term and long-term incentive programs. The number of performance share units earned could vary between 0% and 300% of the target number based on actual performance compared to target performance on a similar graduated scale as that of our Teamshare program discussed above. The target performance levels for 2014 adjusted EBITDA and ROIC were $2.246 billion and 19.44%, respectively. Actual 2014 adjusted EBITDA and adjusted ROIC results were $2.175 billion (96.84% of adjusted EBITDA target) and 19.50% (100.31% of ROIC target), respectively. Accordingly, 95.10% of the target number of performance share units was earned as a result of 2014 performance. The 2014 target adjusted EBITDA and ROIC performance levels, consistent with prior practice, were the same levels as our 2014 annual financial plan objectives.

              The actual number of performance share units earned for 2014 for each of the named executive officers was 28,838 for Mr. Dreiling, 6,759 for Mr. Vasos and 4,957 for each of the other named executive officers. One-third of the performance share units earned based on 20142015 financial performance vested onmeasures for the last day ofPSUs at target levels equal to those used in our 2015 financial plan. These financial measures and weightings have been used for the one-yearPSUs since 2013 to appropriately balance the emphasis placed upon earnings performance period, andas well as rigorous capital management over the remaining two-thirds of the performance share units vest equally on the second and third anniversaries of the grant date, subject to the named executive officer's continued employment with us and certain accelerated vesting provisions. All vested performance share units will be settled in shares of our common stock.long-term.

              The adjusted EBITDA performance target is computed as income (loss) from continuing operations before cumulative effect of change in accounting principles plus interest and other financing costs, net, provision for income taxes, and depreciationsdepreciation and amortization, but excludes the impact of all items excluded from the 20142015 Teamshare program adjusted EBIT calculation outlined above, as well as share-based compensation charges. The ROIC performance target is calculated as (a) the result of (x) the sum of (i) our operating income, plus (ii) depreciation and amortization, plus (iii) minimum rentals, minus (y) taxes, divided by (b) the result of (x) the sum of the averages of: (i) total assets, plus (ii) accumulated depreciation and amortization, minus (y) (i) cash, minus (ii) goodwill, minus (iii) accounts payable, minus (iv) other payables, minus (v) accrued liabilities, plus (vi) 8x minimum rentals (with all of the foregoing terms as determined per our financial statements) but excludes the impact of all items excluded from the 20142015 Teamshare program adjusted EBIT calculation outlined above.

              The restricted stock unitsfollowing table shows how the PSUs would be earned at each of the threshold, target and maximum performance levels. PSUs earned for financial performance between these levels are payableinterpolated in sharesa manner similar to that used for our 2015 Teamshare bonus program, and the number of our common stockPSUs earned could vary between 0% and 300% of the target award. The following tables also show the actual results of the 2015 financial performance measures and the actual number of PSUs earned.

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              One-third of the earned PSUs vested on the last day of the one-year performance period, and the remaining two-thirds will vest in equal installments over 3 years from the grant date,equally on each of April 1, 2017 and April 1, 2018, subject to the named executive officer's continued employment with us and certain accelerated vesting conditions.provisions. All vested PSUs will be settled in shares of our common stock.

              (b)    2015 Special Equity Awards.    In recognition of their new roles and increased responsibilities, and considering the market comparator group data in light of their experience and qualifications (see "Use of Market Benchmarking Data"), the Compensation Committee approved special equity awards to each of Messrs. Vasos and Garratt.

              Upon his promotion to CEO, Mr. Vasos received an award of non-qualified stock options having an approximate value of $5 million to purchase 256,682 shares of our common stock. Subject to certain limited vesting acceleration events, such options are scheduled to vest ratably in installments of 33¹/3% on each of the third, fourth and fifth anniversaries of the June 3, 2015 grant date, subject to Mr. Vasos' continued employment with us and holding requirements through the fifth anniversary of the grant date. The options will terminate no later than ten years from the grant date.

              Upon his promotion to Chief Financial Officer, Mr. Garratt received an award of non-qualified stock options having an approximate value of $124,000 to purchase 7,829 shares of our common stock. Subject to certain limited vesting acceleration events, such options are scheduled to vest ratably in installments of 25% on each of the first four anniversaries of the December 2, 2015 grant date, subject to Mr. Garratt's continued employment with us. The options will terminate no later than ten years from the grant date.

              (c)    2012 Performance-Based Restricted Stock Award.    In March 2012 the Compensation Committee awarded Mr. Dreiling 326,037 performance-based restricted shares of our common stock which could be earned by achieving certain earnings per share ("EPS") performance targets for fiscal years 2014 and 2015, subject to certain adjustments, derived from our long-term financial plan on the grant date. As previously disclosed, half of the award vested after the end of our 2014 fiscal year as a result of meeting the financial target. Mr. Dreiling forfeited the remaining half as a result of his retirement prior to the 2015 adjusted EPS certification date.

              (d)    Share Ownership Guidelines and Holding Requirements.    WeAs shown below, we have adopted share ownership guidelines and holding requirements for senior officers, which are included in our Corporate Governance Guidelines.officers. The share ownership guideline is a multiple as set forth below, of the officer's annual base salary as in effect on April 1, 2013 (or, if later, the officer's hire or promotion date). The ownership levels are to be achieved within 5 years of the later of April 1, 2013 or the April 1 next following such person's hire or promotion date.

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              Each senior officer is required to retain ownership of 50% of all net after-tax shares granted byacquired from Dollar General until he or she reaches the target.target ownership level. Administrative details pertaining to these matters are established by the Compensation Committee.

              (e)    Policy Against Hedging and Pledging Transactions.    Our Insider Trading Policypolicy prohibits Board members and executive officers from (1) pledging Dollar General securities as collateral, from(2) holding Dollar General securities in a margin account, and from(3) hedging their ownership of Dollar General stock. Examples of hedging ownership includestock, such as entering into or trading prepaid variable forward contracts, equity swaps, collars, puts, calls, options (other than those granted under a Dollar General compensation plan)by us) or other derivative instruments related to Dollar General stock.

              Benefits and Perquisites.    Along with certain benefits offered toOur named executive officers participate in certain benefits on the same terms that are offered to all of our salaried employees (such as health benefits and matching contributions under our 401(k) Plan), weemployees. We also provide our named executive officersthem with certainlimited additional benefits and perquisites for retention and recruiting purposes, and to replace benefit opportunities lost due to regulatory limits. We also provide named executive officers with benefitslimits, and perquisites as additional forms of compensation that we believe to be consistent and competitive with benefits and perquisites providedenhance their ability to executives with similar positions infocus on our market comparator group and in our industry.business. We do not provide tax gross-up payments on any benefits and perquisites other than relocation-related items. The primary additional benefits and perquisites include the following:

              The named executive officers have the opportunity to participate in the

•

We provide a Compensation Deferral Plan (the "CDP"), and, Messrs. Dreiling and Tehle further participate in thefor named executive officers hired or promoted prior to May 28, 2008, a defined contribution Supplemental Executive Retirement Plan (the "SERP," and together with the CDP, the "CDP/SERP Plan").





•

We pay the premiums for each named executive officer'sa life insurance benefit equal to 2.5 times his base salary up to a maximum of $3 million.





•

We pay administrative fees for each named executive officer for short-term disability coverage, which provides income replacement of up to 70% of monthly base salary in the case of a short-term disability. We also pay the premiums for each named executive officer under a group long-term disability plan, which provides 60% of base salary up to a maximum of $400,000.





•

We also provide a relocation assistance program to named executive officers under a policy applicable to officer-level employees. Pursuant to Compensation Committee approval, Mr. D'Arezzo was reimbursed for 9 return trips to his origination location until his family was able to relocate with him.





•

We provide through a third party a personal financial and advisory service benefit to the named executive officers, including financial planning, estate planning and tax preparation services in an annual amount of up to $20,000 per person. The Committee believes the financial services program reduces the amount of time and attention that executives must spend on these matters, furthering their ability to focus on their responsibilities to us, and maximizes the executive's net financial reward of compensation received from us.




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              Mr. Dreiling was entitled to certain additional perquisites asthrough a result of the terms of his employment agreement with us, including:

•

Personal use of our corporate aircraft for 80 hours per year or a greater number of hours specified by the Compensation Committee (100 hours were authorized in 2014 in order to facilitate secure and efficient travel by Mr. Dreiling and his spouse).



•

Payment of monthly membership fees and costs related to his membership in professional clubs selected by him (to date, Mr. Dreiling has not availed himself of this right).



•

Payment of the premiums on certain personal long-term disability insurance policies.



•

Reimbursement of reasonable legal fees, up to $15,000, incurred by him in connection with any legal consultation regarding his amended employment agreement.third party.

              CEO Employment Transition Agreement.    As previously disclosed, Mr. Dreiling intends to retireretired on January 29, 2016 (the "Retirement Date"). In light of thehis announced retirement plans, the Compensation Committee deemeddid not undertake performance reviews for Mr. Dreiling's performanceDreiling for 2014 or 2015, but rather deemed his performance to be satisfactory and determined his 2015 compensation as part of our negotiated employment transition agreement with him, effective March 10, 2015, which superseded his employment agreement.2015. The terms of the employment transition agreement were negotiated in order to secure Mr. Dreiling's services through the Retirement Date and ensure a smooth transition to his successor. Thesuccessor, and we believe the employment transition agreement containssuccessfully achieved those goals. Mr. Dreiling served as our CEO until we appointed Mr. Vasos as his successor. Thereafter, Mr. Dreiling served as Senior Advisor and as a member and Chairman of the Board through the Retirement Date. Mr. Dreiling remains subject to the business protection provisions,protections contained in the employment transition agreement, including non-competition and non-solicitation provisions, for two years following the service termination date.

              The employment transition agreement provides that Mr. Dreiling will continue to serve as the Company's Chief Executive Officer through the Retirement Date or, if earlier, until the appointment of a successor (the "Successor CEO Date"). In the event the Successor CEO Date precedes the Retirement Date, Mr. Dreiling will serve as Senior Advisor to the Company from the Successor CEO Date through the Retirement Date. Mr. Dreiling will continue to serve as a member of the Board of Directors, but will resign from the Board upon request of the Board on or at any time following the CEO Successor Date. In addition, Mr. Dreiling will serve as Chairman of the Board through the CEO Successor Date or, if asked by the Board, through the Retirement Date.

              Pursuant to the employment transition agreement, agreement:

•

Mr. Dreiling's annual salary was increased to $1,368,242 effective April 1, 2015 to reflectDreiling received the same 2.95% base salary increase in 2015 that was budgeted for our entire U.S.-based employee population; he is eligible to participatepopulation.



•

Mr. Dreiling participated in the 2015 Teamshare program at the same threshold (50% of target), target (130%) and maximum (300% of target) base salary percentage levels as the prior year;year, and we waived the requirement to be employed on the payment date. As




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discussed above, the Committee certified the adjusted EBIT performance result at $1.957 billion (100.92% of target) resulting in a 2015 Teamshare payout to Mr. Dreiling of 109.2% of his 130% target.

•

In lieu of receiving an annual equity award in 2015 under theour long-term incentive program, heMr. Dreiling instead was awarded 57,670 restricted stock unitsRSUs, with an approximate value of $4 million (the "Transition RSU Award"); he will retain.



•

Mr. Dreiling retained coverage through the Retirement Date under all employee benefit plans and iswas entitled to all welfare, fringe and other benefits and perquisites that arewere available to all of our other executives of the Company; and he isexecutives.



•

Mr. Dreiling was entitled to limited additional perquisites, including reimbursement for up to $15,000 of legal expenses for review of the employment transition agreement (which he did not use), payment of the premiums on his portable long-term disability insurance through the Retirement Date, and personal use of the Company'sour corporate airplane for his and his spouse's travel between Nashville, Tennessee, and Livermore, California, while he continuescontinued to serve as Chief Executive Officer, notCEO, limited to exceedno more than 100 hours total during the period of time beginning with the effective date of the employment transition agreement and continuing through the Successor CEO Date or the Retirement Date, whichever occurs first, but in no event more than 16 hours per month. The employment transition agreement provides for certain payments to Mr. Dreiling in the event of his termination of employment by the Company without cause or by Mr. Dreiling for good reason or in the event of death or disability, with each of "cause," "good reason" and "disability" as defined in the employment transition agreement.




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•

Mr. Dreiling's outstanding equity awards will continue to vest, if at all, in accordance with the terms of the applicable award agreements.

              The Transition RSU Award is a time-based award scheduled to vestthat vested in full as of Mr. Dreiling's voluntary termination of employment on or after the Retirement Date, subject to accelerated vesting in the event of his termination of employment by the Company without cause or by Mr. Dreiling for good reason or in the event of death or disability or a change in control. Once vested, the Transition RSU Award is scheduled to be paid as to fiftyDate. Fifty percent of the award was paid on eachthe first anniversary of the first two anniversariesgrant date and the remaining 50% will be paid on the second anniversary of the grant date, subject to accelerated payment in the event of death or disability or a change in control prior to a payment date. Each of "cause," "good reason," "disability" and "changedate, in control" areeach case as defined in the award agreement. The Transition RSU Award will beis payable in an equal number of shares of CompanyDollar General common stock, subject to reduction, cancellation, forfeiture or recoupment, in whole or in part, upon various events specified in the award agreement, including but not limited to the breach of the business protection provisions set forth in the employment transition agreement.

Severance Arrangements

              As noted above, we have an employment agreement with each of our named executive officers and an employment transition agreement with Mr. Dreiling that, among other things, providesprovide for such executive's rights upon a termination of employment.employment in exchange for valuable business protection provisions for us. We believe that reasonable severance benefits are appropriate to protect the named executive officer against circumstances over which he or she does not have control and as consideration for the promises of non-disclosure, non-competition, non-solicitation and non-interference that we require in our employment agreements. A change in control, by itself ("single trigger"), does not trigger any severance provision applicable to our named executive officers, except for the provisions related to outstanding long-term equity incentivesawards granted prior to 2016. The 2016 annual equity awards do not provide for single trigger vesting acceleration but rather require a termination event within a certain period of time following a change in control to accelerate vesting of such equity awards.

              As discussed elsewhere in this proxy statement, Messrs. Dreiling, Tehle and Sparks left Dollar General in fiscal 2015. Payments and other benefits to each such former officer in connection with these employment separations are itemized under our Amended and Restated 2007 Stock Incentive Plan."Potential Payments upon Termination or Change in Control as of January 29, 2016" below.




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Considerations Associated with Regulatory Requirements

              Under Section 162(m) of the Internal Revenue Code, we generally disallowsmay not take a tax deduction to any publicly held corporation 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, Dollar General'sour CEO or one of the other named executive officers (other than our CFO)Chief Financial Officer). Section 162(m) specifically exempts certainAs 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.

              If our Compensation Committee determines that our shareholders' interests are best served by the implementation of compensation policies that are affected by Section 162(m), our policies will not restrict the Committee from exercising discretion to approve compensation packages even though that flexibility may result in certain non-deductible compensation expenses.

              We believe that our Amended and Restated 2007 Stock Incentive Plan and our Amended and Restated Annual Incentive Plan currently satisfiessatisfy the requirements of Section 162(m), so that. 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, if any, and in connection with(3) performance-based restricted stock and restricted stock unit awards, if any, can be deductible.RSU awards. However, restricted stock or restricted stock units granted to executive officersRSUs that solely vest over time are not "performance-based compensation" under Section 162(m), so thatand we will be unable to deduct compensation expense realized in connection with those time-vested awards to executive officerspersons covered by Section 162(m) will not be deductible by Dollar General.

              In addition, any salary, signing bonuses or other annual compensation paid or imputed to the executive officers covered by Section 162(m) that causesextent their non-performance-based compensation exceeds $1 million. Our policies do not restrict the Compensation Committee from exercising discretion to exceedapprove compensation packages that may result in certain non-deductible compensation expenses but that the $1 million limit will notCommittee nonetheless determines to be deductible by Dollar General. However, we believe thatin our Amended and Restated Annual Incentive Plan currently satisfies the requirements of Section 162(m), so that compensation expense realized in connection with short-term incentive payments under our Teamshare program, if any, will be deductible.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.




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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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Summary Compensation Table


              The following table summarizes compensation paid to or earned by our named executive officers in each of the 2015, 2014 2013 and 20122013 fiscal years. We have omitted from this table the columns for Bonus and Change in Pension Value and Nonqualified Deferred Compensation Earnings because they are inapplicable.

Name and Principal Position(1)		Year			Salary ($)(2)			Stock Awards ($)(3)			Option Awards ($)(4)			Non-Equity Incentive Plan Compensation ($)(5)			All Other Compensation ($)			Total ($)			​	Year		​	Salary ($)(2)		​	Stock Awards ($)(3)		​	Option Awards ($)(4)		​	Non-Equity Incentive Plan Compensation ($)(5)				​	All Other Compensation ($)				​	Total ($)		​
Todd J. Vasos,																							​	2015		​	926,605		​	808,022		​	5,932,285		​	​	956,548		​	​		99,541		(6)	​	8,723,001		​
Chief Executive Officer																							​	2014		​	765,342		​	821,048		​	653,913		​	​	521,486		​	​		67,422		​	​	2,829,211		​
																							​	2013		​	699,549		​	625,574		​	422,846		​	​	—		​	​		72,464		​	​	1,820,433		​
​																							​	​		​	​		​	​		​	​		​	​				​	​				​	​		​
Richard W. Dreiling,			2014			1,323,789			3,503,208			2,790,016			1,465,747			681,392(6)			9,764,152		​	2015		​	1,361,760		​	4,309,102		​	—		​	​	1,942,422		​	​		604,587		(7)	​	8,217,871		​
Chairman &			2013			1,291,515			3,440,634			2,059,459			—			855,567			7,647,175
Chief Executive Officer			2012			1,235,626			16,554,441			3,091,549			1,591,956			686,688			23,160,260
Former Chairman,																							​	2014		​	1,323,789		​	3,503,208		​	2,790,016		​	​	1,465,747		​	​		681,392		​	​	9,764,152		​
Chief Executive Officer &																							​	2013		​	1,291,515		​	3,440,634		​	2,059,459		​	​	—		​	​		855,567		​	​	7,647,175		​
Senior Advisor																							​			​			​			​			​	​			​	​				​	​			​
​	​	​	​	​	​	​	​	​	​	​	​	​	​		​	​	​	​	​	​	​	​	​	​		​	​		​	​		​	​		​	​				​	​				​	​		​
David M. Tehle,			2014			727,140			602,090			479,529			402,558			136,438(7)			2,347,755
John W. Garratt,																							​	2015		​	339,405		​	180,374		​	303,694		​	​	199,223		​	​		66,150		(8)	​	1,088,846		​
Executive Vice President &			2013			709,413			625,574			374,452			—			172,598			1,882,037		​			​			​			​			​	​			​	​				​	​			​
Chief Financial Officer			2012			677,136			295,483			507,162			436,209			191,915			2,107,905		​			​			​			​			​	​			​	​				​	​			​
​	​	​	​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​		​	​		​	​		​	​		​	​				​	​				​	​		​
Todd J. Vasos,			2014			765,342			821,048			653,913			521,486			67,422(8)			2,829,211
Chief Operating Officer			2013			699,549			625,574			422,846			—			72,464			1,820,433
			2012			654,617			295,483			507,162			421,698			76,435			1,955,395
David M. Tehle,																							​	2015		​	309,572		​	592,530		​	599,657		​	​	—		​	​		32,819		(9)	​	1,534,578		​
Former Executive Vice President &																							​	2014		​	727,140		​	602,090		​	479,529		​	​	402,558		​	​		136,438		​	​	2,347,755		​
Chief Financial Officer																							​	2013		​	709,413		​	625,574		​	374,452		​	​	—		​	​		172,598		​	​	1,882,037		​
​	​	​	​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​		​	​		​	​		​	​		​	​				​	​				​	​		​
David W. D'Arezzo,			2014			663,297			602,090			479,529			367,213			274,737(9)			2,386,866
John W. Flanigan,																							​	2015		​	477,339		​	592,530		​	599,657		​	​	340,439		​	​		101,901		(10)	​	2,111,866		​
Executive Vice President,																							​	2014		​	464,029		​	602,090		​	479,529		​	​	256,895		​	​		86,989		​	​	1,889,532		​
Global Supply Chain																							​	2013		​	452,716		​	625,574		​	374,452		​	​	—		​	​		105,319		​	​	1,558,061		​
​																							​	​		​	​		​	​		​	​		​	​				​	​				​	​		​
Robert D. Ravener,																							​	2015		​	521,999		​	592,530		​	599,657		​	​	372,291		​	​		50,700		(11)	​	2,137,177		​
Executive Vice President &																							​			​			​			​			​	​			​	​				​	​			​
Chief Merchandising Officer
Chief People Officer																							​			​			​			​			​	​			​	​				​	​			​
​																							​	​		​	​		​	​		​	​		​	​				​	​				​	​		​
Rhonda M. Taylor,																							​	2015		​	515,645		​	592,530		​	599,657		​	​	362,026		​	​		66,702		(12)	​	2,136,560		​
Executive Vice President &																							​			​			​			​			​	​			​	​				​	​			​
General Counsel																							​			​			​			​			​	​			​	​				​	​			​
​	​	​	​	​	​	​	​	​	​	​	​	​	​		​	​	​	​	​	​	​	​	​	​		​	​		​	​		​	​		​	​				​	​				​	​		​
Gregory A. Sparks,			2014			635,676			602,090			479,529			351,922			56,960(10)			2,126,177		​	2015		​	233,567		​	592,530		​	599,657		​	​	—		​	​		823,980		(13)	​	2,249,734		​
Executive Vice President,			2013			620,178			625,574			374,452			—			300,228			1,920,432
Former Executive Vice President,																							​	2014		​	635,676		​	602,090		​	479,529		​	​	351,922		​	​		56,960		​	​	2,126,177		​
Store Operations			2012			523,618			295,483			507,162			338,643			65,404			1,730,310		​	2013		​	620,178		​	625,574		​	374,452		​	​	—		​	​		300,228		​	​	1,920,432		​

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(1)

Mr. Vasos served as Executive Vice President, Division President and Chief Merchandising Officer until November 2013 when he was promoted to Chief Operating Officer, then served in November 2013.that position until his promotion to CEO in June 2015. Mr. D'ArezzoDreiling served as Chairman and CEO until June 2015 and then as Chairman and Senior Advisor until his retirement on January 29, 2016. Mr. Garratt joined Dollar General in November 2013 butOctober 2014 and served as Senior Vice President, Finance and Strategy, until July 2015 when he assumed the role of interim Chief Financial Officer. He was promoted to Executive Vice President and Chief Financial Officer in December 2015. He was not a named executive officer for 2013 or 2012.2014. Mr. SparksTehle served as Executive Vice President and Chief Financial Officer until his departure on June 30, 2015. Mr. Ravener and Ms. Taylor joined Dollar General in August 2008 and March 2012. Messrs. Dreiling and Tehle have announced their intention to retire2000, respectively, but were not named executive officers for 2014 or 2013. Mr. Sparks served as Executive Vice President, Store Operations, until his departure on January 29, 2016 and July 1, 2015, respectively.June 9, 2015.



(2)

Each named executive officer deferred under the CDP a portion of his salary earned in each of the fiscal years for which salaries are reported above for the applicable named executive officer, except for Mr. Sparks who deferred a portion of his salary earned in fiscal years 2014 and 2013 but not fiscal year 2012. Except for Mr. D'Arezzo, each named executive officer contributed to our 401(k) Plan a portion of his salary earned in each of the fiscal years for which salaries are reported above for the applicable named executive officer. The amounts of the fiscal 20142015 salary deferrals under the CDP are included in the Nonqualified Deferred Compensation Table.



(3)

The amounts reported represent the respective aggregate grant date fair value of performance share unitsPSUs and RSUs awarded in each fiscal year for which compensation is required to be reported in the applicable named executive officer in fiscal 2014, fiscal 2013 and fiscal 2012, the aggregate grant date fair value of the performance-based restricted stock awarded to Mr. Dreiling in fiscal 2012 and the aggregate grant date fair value of the restricted stock units awarded totable for each named executive officer, in fiscal 2014 and fiscal 2013, in each case computed in accordance with FASB ASC Topic 718. The performance share units and the performance-based restricted stockPSUs are subject to performance conditions, and the reported value at the grant date is based upon the probable outcome of such conditions on such date. The values of the awardsPSUs at the




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grant date assuming that the highest level of performance conditions will be achieved are as follows: $5,268,189, $3,431,879, and $3,602,534follows for Mr. Dreiling's performance share units granted ineach fiscal 2014, fiscal 2013 and fiscal 2012, respectively, $14,753,174year required to be reported for Mr. Dreiling's performance-based restricted stock, $1,234,699 for the performance share units granted to Mr. Vasos in fiscal 2014, $905,481 for the performance share units granted to each of Messrs. Tehle, D'Arezzo and Sparks in fiscal 2014, and $623,987 and $590,965 for the performance share units granted to each of Messrs. Tehle, Vasos, and Sparks in fiscal

applicable named executive officer: