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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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Soliciting Material under §240.14a-12

 

Dollar General Corporation

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LOGO

Dollar General Corporation
100 Mission Ridge
Goodlettsville, Tennessee 37072


Dear Fellow Shareholder:

              The 20152018 Annual Meeting of Shareholders of Dollar General Corporation will be held on Wednesday, May 27, 2015,30, 2018, 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, 201522, 2018 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 20142017 Annual Report and our Annual Report on Form 10-K for the fiscal year ended January 30, 2015 also accompanyaccompanies 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.


 


Sincerely,

 


/s/ Rick DreilingMichael M. Calbert

 


Rick DreilingMichael M. Calbert
Chairman & Chief Executive Officerof the Board

April 2, 201512, 2018

Dollar General    |    2018 Proxy Statement    ·    Letter to Shareholders


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LOGO

Dollar General Corporation
100 Mission Ridge
Goodlettsville, Tennessee 37072



NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

DATE:Wednesday, May 27, 201530, 2018

TIME:


9:00 a.m., Central Time

PLACE:


Goodlettsville City Hall Auditorium
105 South Main Street
Goodlettsville, Tennessee

ITEMS OF BUSINESS:


1)


To elect as directors the 89 nominees listed in the proxy statement

 


2)


To hold an advisory vote to approve our named executive officer compensation as disclosed in the proxy statement
3)To ratify the appointment of theour independent registered public accounting firm for fiscal 20152018

 


3)4)


To transact any other business that may properly come before the annual meeting and any adjournments of that meeting

WHO MAY VOTE:


Shareholders of record at the close of business on March 19, 201522, 2018


 




By Order of the Board of Directors,


 




/s/ Christine L. Connolly

Goodlettsville, Tennessee
April 2, 201512, 2018


Christine L. Connolly
Corporate Secretary

Please vote your proxy as soon as possible even if you expect to attend the annual meeting in person. You may vote your proxy via the Internet or by phone by following the instructions on the notice of internet availability or proxy card, or if you received a paper copy of these proxy materials by mail, you may vote by mail by completing and returning the enclosed proxy card in the enclosed reply envelope. No postage is necessary if the proxy is mailed within the United States. You may revoke your proxy by following the instructions listed on page 3 of the proxy statement.

Dollar General    |    2018 Proxy Statement    ·    Notice of Annual Meeting of Shareholders


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DOLLAR GENERAL CORPORATION
Proxy Statement for
2015 Annual Meeting of Shareholders


DOLLAR GENERAL CORPORATION

Proxy Statement for
2018 Annual Meeting of Shareholders


TABLE OF CONTENTS

General Information

1

Voting Matters

2

Proposal 1: Election of Directors

5

Corporate Governance

1112

Director Compensation

16

Director Independence

1918

Transactions with Management and Others

2120

Executive Compensation

22

Compensation Discussion and Analysis

22

Compensation Committee Report

3533

Summary Compensation Table

3634

Grants of Plan-Based Awards in Fiscal 20142017

3936

Outstanding Equity Awards at 20142017 Fiscal Year-End

4037

Option Exercises and Stock Vested During Fiscal 20142017

4138

Pension Benefits Fiscal 20142017

4238

Nonqualified Deferred Compensation Fiscal 20142017

4239

Potential Payments upon Termination or Change in Control

4340

Compensation Committee Interlocks and Insider Participation

5148

Compensation Risk Considerations

5148

Pay Ratio Disclosure

48

Security Ownership

5249

Security Ownership of Certain Beneficial Owners

5249

Security Ownership of Officers and Directors

5350

Proposal 2: Advisory Vote on Executive Compensation

51

Audit Committee Report

5452

Proposal 2:3: Ratification of Appointment of Auditors

5553

Fees Paid to Auditors

5654

Section 16(a) Beneficial Ownership Reporting Compliance

5755

Shareholder Proposals for 20162019 Annual Meeting

5755


IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 27, 201530, 2018

              This Proxy Statement, our 20142017 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 20142017 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

GENERAL INFORMATION
What is Dollar General Corporation and where is it located?


              Dollar General has been delivering value to shoppers for over 75 years through its mission ofServing Others. Dollar General helps shoppers Save time. Save money. Every day!® by offering products that are frequently used and replenished, such as food, snacks, health and beauty aids, cleaning supplies, basic apparel, housewares and seasonal items at everyday low prices in convenient neighborhood locations. Dollar General operates 14,609 stores in 44 states as of March 2, 2018. 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."

What is this document?

              This document is the Proxy Statementproxy statement of Dollar General Corporation for the Annual Meeting of Shareholders to be held on Wednesday, May 27, 2015.30, 2018. We will begin mailing printed copies of this document or the Notice of Internet Availability to shareholders on or about April 2, 2015.12, 2018. 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, "2015,"2018," "2014,"2017," "2013,"2016," "2012,"2015," and "2011""2014," refer to our fiscal years ending or ended February 1, 2019, February 2, 2018, February 3, 2017, January 29, 2016, and January 30, 2015, January 31, 2014, 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.

              Dollar General will pay all solicitation expenses. Our directors, officers, and employees are soliciting your proxy on behalf of our Board of Directors. Dollar General will pay all solicitation expenses. WeDirectors and will not additionally compensate these persons to solicit your proxy but will reimburse themreceive additional remuneration for doing so except reimbursement for any related out-of-pocket expenses they may incur. We also may reimburse custodians and nominees for their expenses in sending proxy materialmaterials to beneficial owners. Solicitation of proxies by mail may be supplemented by telephone, email and other electronic means, advertisements and personal solicitation, or otherwise.

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, 2015.22, 2018. 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"News and Investor Events"Events—Events and Presentations" section of the "Investor Information" section of our website located at www.dollargeneral.com at 9:00 a.m., Central Time, on May 27, 201530, 2018 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?|    2018 Proxy Statement    ·    General Information     1


              Dollar General operates conveniently located, small-box stores that deliver everyday low prices on products that families use every day. 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. 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

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, 2015,22, 2018, 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:

the election of 8 directors; and9 directors listed in this proxy statement;

the approval on an advisory basis of our named executive officer compensation as disclosed in this proxy statement; and

the ratification of the appointment of our independent registered public accounting firm (the "independent auditor") for 2015.2018.

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, 2015.22, 2018. As of that date, there were 303,703,702268,547,203 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 FargoEQ 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

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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 in this proxy statement; "FOR" approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement pursuant to the SEC's compensation disclosure rules; and "FOR" ratification of Ernst & Young LLP as our independent auditor for 2015.2018.

Can I change my mind and revoke my proxy?

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

signing a valid, later-dated proxy card and submitting it so that it is received before the annual meeting in accordance with the instructions included in the proxy card;

at or before the annual meeting, submitting to our Corporate Secretary a written notice of revocation dated later than the date of the proxy;

submitting a later-dated vote by telephone or Internet no later than 11:59 p.m., Eastern time, on May 26, 2015;29, 2018; or

attending the annual meeting and voting in person.

              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

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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").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 approve on an advisory basis the compensation of our named executive officers and the proposal to ratify the appointment of our independent auditor for 20152018 will be approved if the votes cast in favor of suchthe applicable proposal exceed the votes cast against it.

The vote on the compensation of our named executive officers is advisory and, therefore, not binding on Dollar General, our Board of Directors, or its Compensation Committee. With respect to this proposal,these proposals, and any other matter properly brought before the annual meeting, you may vote in favor of or against the proposal, or you may elect to abstain from voting your shares.

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, whileAll matters described in this proxy statement, except for the ratification of the appointment of our independent auditor, isare considered to be a routine matter.non-routine matters.

              "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?4    

              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.|    2018 Proxy Statement    ·    Voting Matters



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PROPOSAL 1:
ELECTION OF DIRECTORS

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. The Board size is currently fixed at 10 but is reducing to 9 effective at the time of the 2018 annual meeting of shareholders. All directors are elected annually by our shareholders.

Who are the nominees this year?

              All nominees for election as directors at the annual meeting were nominated by the Board for election by shareholders at the annual meeting upon the recommendation of the Nominating and Governance Committee (the "Nominating Committee"). The nominees forinclude 7 incumbent directors who were elected at the 2017 annual meeting of shareholders and 2 incumbent directors who were appointed by the Board in February 2018. Mr. David B. Rickard, 71, who has served on our Board since 2010, is retiring from our Board effective at the 2018 annual meeting of Directors consist of the 8 current directors.shareholders and is not standing for re-election.

              If elected, each nominee would hold office until the 20162019 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.

Name Age Director Since

Warren F. Bryant

 69 2009

Michael M. Calbert

 52 2007

Sandra B. Cochran

 56 2012

Richard W. Dreiling

 61 2008

Patricia D. Fili-Krushel

 61 2012

Paula A. Price

 53 2014

William C. Rhodes, III

 49 2009

David B. Rickard

 68 2010
 
NameAgeDirector Since 

Warren F. Bryant

722009 

Michael M. Calbert

552007 

Sandra B. Cochran

592012 

Patricia D. Fili-Krushel

642012 

Timothy I. McGuire

572018 

Paula A. Price

562014 

William C. Rhodes, III

522009 

Ralph E. Santana

502018 

Todd J. Vasos

562015 

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 ishas served as a director of Office Depot, Inc. and Loblaw Companies Limited of Canada since May 2013 and served as a director of OfficeMax Incorporated from 2004 to 2013.2013 and Office Depot, Inc. from November 2013 to July 2017.

              Mr. Calbert has served as our Chairman of the Board since January 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,

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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. She served as a director of Books-A-Million from 2006 to 2009.


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Mr. Dreiling joined Dollar General in January 2008 as Chief Executive Officer and a member of our Board. He was appointed Chairman of 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 as Executive Vice President and Chief Operations Officer. From 2000 to 2003, Mr. Dreiling served as Executive Vice President—Marketing, Manufacturing and Distribution at Safeway Inc., a food and drug retailer. Prior to that, Mr. Dreiling served from 1998 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. since January 2016.

              Ms. Fili-Krushel is the former Executive Vice President for NBCUniversal where she served as a strategist and key advisor to the CEO of NBCUniversal from April 2015 to November 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.

              Mr. McGuire has served as Chairman of the Board of Mobile Service Center Canada, Ltd. (d/b/a Mobile Klinik), a chain of professional smartphone repair stores specializing in professional "while you wait" repair and care of smartphones and tablets, since June 2017. He retired from McKinsey & Company, a worldwide management consulting firm, in August 2017 after serving as a leader of its global retail and consumer practice for almost 28 years, including leading the Americas retail practice for five years. While at McKinsey, Mr. McGuire led consulting efforts with major retail, telecommunications, consumer service, and marketing organizations in Canada, the United States, Latin America, Europe, and Australia. He also co-founded McKinsey Analytics, a global group of consultants bringing advanced analytics capabilities to clients to help make better business decisions. Mr. McGuire began his career with Procter & Gamble in 1983 where he served in various positions until October 1989, with his final role being Marketing Director for the Canadian Food & Beverage division.

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

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certified public accountant, she began her career at Arthur Andersen & Co. Ms. Price also 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. RickardSantana has served as the Executive Vice President Chief Financial Officer and Chief AdministrativeMarketing Officer of CVS Health Corporation (formerly CVS Caremark Corporation)Harman International Industries, a wholly-owned subsidiary of Samsung Electronics Co.a retail pharmacy chain and providerLtd., since April 2013, with responsibility for all aspects of healthcare services and pharmacy benefits management, from September 1999 until his retirement in December 2009. Prior toHarman's worldwide marketing strategy. Before joining CVS,Harman, Mr. Rickard was theSantana served as Senior Vice President and Chief FinancialMarketing Officer, of RJR Nabisco Holdings CorporationNorth America, for Samsung Electronics Co., Ltd. from March 1997June 2010 to August 1999. Previously,September 2012. In that role, he was responsible for launching Samsung's U.S. e-commerce business and building out branding strategies to drive visibility. Mr. Santana also served 16 years at PepsiCo Inc. from June 1994 to May 2010, that spanned multiple international and domestic leadership roles in marketing. In his last assignment at PepsiCo, Mr. Santana served as Vice President of Marketing, North American Beverages, Pepsi-Cola, where he spearheaded a creative overhaul and re-launch of Pepsi-Cola. He also held positions while at PepsiCo, Inc. with its Frito-Lay's international and North America operations. Mr. Santana began his career as a Senior Marketing Associate at Beverage Marketing Corporation (July 1989—June 1992).

Mr. Vasos has served as Chief Executive Officer and a member of our Board since June 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 International Distillersthree distribution centers. He also previously served in leadership positions at Phar-Mor Food and Vintners Americas. Mr. Rickard is a director of Harris CorporationDrug Inc. and Jones Lang LaSalle Incorporated.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 to our Board, while our Board is responsible for nominating the director slate for election by shareholders 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, shareholders or third-party search firms. Ms. Price,firms (see "Can shareholders nominate or recommend directors?" below). Our Nominating Committee retained a third-party search firm to assist in identifying potential Board candidates who joinedmeet our Board in 2014,qualification and experience requirements and, for any such candidate identified by such search firm, to compile and evaluate information regarding the candidate's qualifications, experience, and potential conflicts of interest, and to verify the candidate's education. Mr. Santana was initially identified as a candidate by the third party search firm, and such search firm's engagement terminated upon Mr. Santana's appointment to our Board. Mr. McGuire was

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recommended to the Nominating Committeeas a candidate by a non-management director. Each of Messrs. Santana and McGuire was fully vetted by our Nominating Committee and our Board.

              Our employment transition agreement with Mr. DreilingVasos requires Dollar General tothat we nominate him to serve as a member of our Board at any meeting ofeach year that he is slated for re-election by our shareholders held prior to January 29, 2016 that is called for the purpose of electing directors.shareholders. 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.

              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 considered 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. 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.

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 selected 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

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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 various private company boards in the retail industry further strengthens his knowledge and experience within our 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 2025 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.

              Mr. McGuire brings valuable experience to our company after having served as a leader of McKinsey's global retail and consumer practice for almost 28 years. He has expertise in strategy, new store/concept development, marketing and sales, operations, international expansion, big data and advanced analytics. In addition, Mr. McGuire's focus while at McKinsey on use of advanced analytics in retail, developing and implementing growth strategies for consumer services, food, general-merchandise and multi-channel retailers, developing new retail formats, the application of lean operations techniques, the redesign of merchandise flows, supply-chain optimization efforts, and the redesign of purchasing and supplier-management approaches, will bring new and extensive relevant perspectives to our Board as it seeks to consult and advise our CEO and to shape our corporate strategy.

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 isqualifies as an audit committee financial expert. She also brings to our Board a valuable perspective as a member of the faculty at the 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 managementbackground, 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 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 ishe qualifies as an audit committee financial expertexpert.

Mr. Santana has 18 years of marketing experience spanning multiple technology and has elected him to serve asfood and beverage consumer packaged goods categories. His deep understanding of digital marketing and retail

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shopper marketing, particularly in the Chairmanarea of the Audit Committee. Mr. Rickard's financialconsumer packaged goods, and his extensive experience within the retail industry also brings expertisein shaping multi-cultural strategy, executing marketing programs, and perspective tomaking brands culturally relevant will further enhance our Board's discussions regarding strategic planningability to provide oversight and budgeting.thoughtful counsel to management in these important and evolving areas of our business.

Mr. Vasos has extensive retail experience, including over nine 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 or recommend directors?

              Yes. Shareholders can nominate directors by following the advance notice procedures outlined in our Bylaws.Bylaws and summarized below. In addition, shareholders can recommend candidates for consideration by our Nominating Committee by submitting such recommendations within the same deadlines and providing the same information that is required for nominating candidates pursuant to the advance notice provisions in our Bylaws; the Nominating Committee's charter and our Corporate Governance Guidelines require the Nominating Committee to consider candidates recommended by our shareholders in this manner and to apply the same criteria to the evaluation of those shareholder-recommended candidates as it applies to other director candidates.

              In short, to nominate a director or to recommend candidates for consideration by our Nominating Committee, the shareholder must deliver a written notice to our Corporate Secretary at 100 Mission Ridge, Goodlettsville, TNTennessee 37072 for receipt no earlier than the close of business on the 120th day and not later than the close of business on the 90th 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 120th day and not later than the close of business on the 90th 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 10th 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:

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              In addition, we have a "proxy access" provision in our Bylaws that permits eligible shareholders to nominate candidates for election to our Board. Proxy access candidates will be included in our proxy statement and ballot subject to the terms and conditions set forth in Article I, Section 12 of our Bylaws. The proxy access provision in our Bylaws provides that holders of at least 3% of our outstanding shares, held by up to 20 shareholders, holding the shares continuously for at least 3 years, can nominate up to 20% of our Board for election at an annual shareholders' meeting. A shareholder who wishes to formally nominate a proxy access candidate must follow the procedures and comply with the deadlines described in Article I, Section 12 of our Bylaws. For more specific information regarding these deadlines in respect of the 2019 annual meeting of shareholders, see "Shareholder Proposals for 2019 Annual Meeting" below.

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 processprocesses described above by which shareholders may nominate directors.directors, as the information above is a summary only. No shareholder nominees have been proposedsubmitted 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

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. The Board also has established a subcommittee of our Compensation Committee consisting of Mr. Bryant and Ms. Fili-Krushel for purposes of approving any compensation that may otherwise be subject to Section 162(m) of the Internal Revenue Code of 1986, as amended, or Section 16 of the Securities Exchange Act of 1934, as amended. In addition to the functions outlined below, each such committee performs an annual self-evaluation, periodically reviews and reassesses its charter, and evaluates and makes recommendations concerning shareholder proposals that are within the committee's expertise.

Name of
Committee & Members

Committee Functions
 



AUDIT:

Mr. Rickard, ChairmanChairperson
Mr. Bryant
Ms. Cochran
Ms. Price
Mr. Rhodes

Selects the independent auditor

and discusses the qualifications and experience of the lead audit partner candidate(s) (the committee's Chairperson also interviews such candidates(s))

Pre-approves the independent auditor's audit engagement fees and terms and all permitted non-audit services and fees

Reviews anthe annual report describingon the independent auditor's internal quality control procedures and any material issues raised by its most recent review of internal quality controls

Annually evaluates the independent auditor's qualifications, performance, and independence, annually evaluatesas well as the lead audit partner, and periodically considers whether there should be a regularthe advisability of audit firm rotation of such firm

Discusses the audit scope and any audit problems or difficulties

Sets policies regarding the hiring of current and former employees of the independent auditor

Discusses the annual audited and quarterly unaudited financial statements with management and the independent auditor

Discusses the types of information to be disclosed in earnings press releases and provided to analysts and rating agencies

Discusses policies governing the process by which risk assessment and risk management are to be undertaken

Reviews CEO/CFO disclosures made by the CEO and CFO regarding any significant deficiencies or material weaknesses in our internal control over financial reporting

Reviews internal audit activities, projects and budget

Establishes procedures for receipt, retention and treatment of complaints we receive regarding accounting or internal controls

Discusses with our general counsel legal matters having an impact on financial statements

Performs an annual self-evaluation

Furnishes the committee report required in our proxy statement

Evaluates and makes recommendations concerning shareholder proposals relating to matters within the committee's expertise

Periodically reviews and reassesses the committee's charter


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Name of
Committee & Members

Committee Functions
 



COMPENSATION:

Ms. Fili-Krushel, Chairperson
Mr. Bryant Chairman
Ms. Fili-Krushel
Mr. RhodesMcGuire

Reviews and approves corporate goals and objectives relevant to theCEO compensation of our CEO

Determines the compensation of our executive officers and recommends the compensation of our directors

Recommends, when appropriate, changes Determines executive officer compensation (with an opportunity for the independent directors to ourratify CEO compensation) and recommends Board compensation for Board approval

Oversees overall compensation philosophy and principles

Establishes our short-term incentive compensation program for senior officers

Establishes ourand long-term incentive compensation programprograms for senior officers and approves equity-basedall equity awards under such program

Oversees the share ownership guidelines and holding requirements for Board members and senior officers

Oversees the performance evaluation process for evaluating our senior officers

Reviews and discusses with management, prior to the filing of the proxy statement, the disclosure regarding executive compensation, including the Compensation Discussion and Analysis and compensation tables (in addition to preparing athe report on executive compensation for theour proxy statement)

Selects and determines fees of its compensation consultant

Oversees and evaluates the independence of its compensation consultant and other advisors

Performs an annual self-evaluation

Evaluates and makes recommendations concerning shareholder proposals relating to matters within the committee's expertise

Periodically reviews and reassesses the committee's charter

NOMINATING AND
GOVERNANCE:

Ms. Cochran, Chairperson
Ms. Fili-Krushel
Mr. Rhodes
Mr. Santana

Develops and recommends criteria for selecting new directors

GOVERNANCE:

Screens and recommends to our Board individuals qualified to become

    Mr. Rhodes, Chairman
Ms. Cochran
Ms. Fili-Krushel

    members ofserve on our Board

Recommends theBoard committee structure and membership of Board committees

Recommends persons to fill Board and committee vacancies

Develops and recommends Corporate Governance Guidelines and corporate governance practices

Oversees the process governing the evaluation of theannual Board,

Performs an annual self-evaluation

Evaluates committee and makes recommendations concerning shareholder proposals relating to matters within the committee's expertisedirector evaluations

Periodically reviews and reassesses the committee's charter

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

              Yes. Our Board has designateddetermined that each of Mr. Rickard, Ms. Cochran, and Ms. Price, asand Mr. Rhodes is an audit committee financial expert and has determined that eachwho 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?2017?

              During 2014,2017, our Board, Audit Committee, Compensation Committee, and Nominating Committee met 16, 5, 85, 6, and 3 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 20142017 annual shareholders' meeting.

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Does Dollar General combineseparate the positions of Chairman and CEO?

              Yes. Mr. DreilingCalbert, an independent director, serves as our Chairman of the Board. This decision affords our CEO the opportunity to focus his time and energy on managing our business and 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 effectivehowever, recognizes 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:

              The Board recognizes that no single leadership model is right for all companies and at all times, andDoes the Board will reviewof Directors evaluate the performance of Board members?

              Yes. As part of its leadership structure as appropriate, including in connection withresponsibility for overseeing the appointmentevaluation of a new CEO in lightthe Board of Mr. Dreiling's planned retirement in January 2016, to ensure it continuesDirectors, the Nominating Committee approves an evaluation process to be followed by the Board and each standing committee and encourages our directors to provide candid feedback on any Board member to the Chairperson of the Nominating Committee or the Chairman of the Board. Such chairpersons meet at least annually to review any such feedback and any other information related to individual director performance and to discuss what, if any, response or follow-up action is appropriate and 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 procedures, 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 theany 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, theannually, and categories with high residual risk, along with their mitigation strategies, are reviewed individually.quarterly. Our Audit Committee also quarterly reviews metrics and information pertaining to cybersecurity risks and mitigation. Our Internal Audit department, as part of its audit plan that is approved by the Audit Committee, conducts various cybersecurity audits as well as periodically engages third parties to perform unannounced cybersecurity assessments. We also use third parties to periodically benchmark our cybersecurity program and to assess how any identified vulnerabilities in the industry might impact our company as well as the sufficiency of our response. The results generated from these activities are reported to management and the Audit Committee, and management develops action plans to address any identified opportunities for improvement and keeps the Audit Committee apprised of the progress of such plans.

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              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, as well as through special reports and updates from management and advisors. 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,Our Board further believes that our leadership structure, described above, supports the risk oversight rolefunction of the Board as it allows our independent directors, through the three fully independent Board committees and its committees has not had any effect onin executive sessions of independent directors led by our Board's leadership structure.independent Chairman of the Board, to exercise effective oversight of the actions of management in identifying risks and implementing effective risk management policies and controls.

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, use 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.

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"Analysis—Share Ownership Guidelines and Holding Requirements" 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 personsperson(s) 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, TNTennessee 37072.


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DIRECTOR COMPENSATION


DIRECTOR COMPENSATION

              The following table and text summarize the compensation earned by or paid to each of our non-employee directors for 2017. Messrs. McGuire and Santana are not included in the table below because they did not serve on our Board membersof Directors during 2017 and accordingly did not earn or receive compensation for 2014.2017. Mr. DreilingVasos was not separately compensated for his service on the Board; his 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 20142017 Director Compensation

Name Fees
Earned
or Paid
in Cash
($)(1)
 Stock
Awards
($)(2)
 Option
Awards
($)(3)
 All Other
Compensation
($)(4)
 Total
($)
 

Warren F. Bryant

  120,000  47,669  75,846    243,515 

Michael M. Calbert

  110,000  47,669  75,846    233,515 

Sandra B. Cochran

  95,500  47,669  75,846    219,015 

Patricia D. Fili-Krushel

  97,000  47,669  75,846    220,515 

Paula A. Price(5)

  36,896  56,088  91,516    184,500 

William C. Rhodes, III

  115,000  47,669  75,846    238,515 

David B. Rickard

  113,500  47,669  75,846    237,015
 

NameFees
Earned
or Paid
in Cash
($)(1)
Stock
Awards
($)(2)
Option
Awards
($)(3)
All Other
Compensation
($)(4)
Total
($)

Warren F. Bryant

105,000139,0741,987246,061

Michael M. Calbert

85,000332,8034,790422,593

Sandra B. Cochran

85,000139,0741,987226,061

Patricia D. Fili-Krushel

85,000139,0741,987226,061

Paula A. Price

85,000139,0742,065226,139

William C. Rhodes, III

100,000139,0741,987241,061

David B. Rickard

107,500139,0741,987248,561

(1)
In addition to the annual Board retainer, which was prorated in the case of Ms. Price, the following directors received payment for the following number of excess meetings: Mr. Bryant (10); Ms. Cochran (7); Ms. Fili-Krushel (8); Mr. Rhodes (10); and Mr. Rickard (4). Messrs. Bryant, Rhodes, and Rickard also receivedearned an annual retainer for service as the Chairperson of the Compensation Committee, Chairman, the Nominating Committee, Chairman and the Audit Committee, Chairman, respectively. Mr. Calbert received anrespectively, in fiscal 2017. Mss. Cochran and Fili-Krushel became Chairpersons of the Nominating Committee and the Compensation Committee, respectively, after the start of fiscal 2018 and accordingly did not earn annual retainerchairperson retainers for service as the lead director.fiscal 2017.

(2)
Represents the aggregate grant date fair value of restricted stock units ("RSUs") awarded to Ms. PriceMr. Calbert on August 26, 2014 in connection with her appointment toFebruary 6, 2017 ($193,729) for his annual Chairman of the Board retainer, as well as to each director (excluding Ms. Price)(including Mr. Calbert) on May 29, 2014,31, 2017 ($139,074), in each case computed in accordance with FASB ASC Topic 718. Information regarding assumptions made in the valuation of these awards is included in Note 109 of the annual consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended January 30, 2015,February 2, 2018, filed with the SEC on March 20, 201523, 2018 (our "2014"2017 Form 10-K"). As of January 30, 2015,February 2, 2018, each of the persons listed in the table above had the following total unvested restricted stock units outstanding:RSUs outstanding (including additional unvested RSUs credited as a result of dividend equivalents earned with respect to such RSUs): each of Messrs. Bryant, Calbert, Rhodes, and Rickard (1,890); Ms.and Mss. Cochran, (2,263); Ms. Fili-Krushel, (1,879)and Price (1,912); and Ms. Price (883)Mr. Calbert (4,628).

(3)
Represents the aggregate grant date fair value ofThere were no stock options awarded to Ms. Price on August 26, 2014any director listed in connection with her appointment tothe table above during fiscal 2017, as the Board chose to eliminate stock option awards as well as to eachpart of director (excluding Ms. Price) on May 29, 2014, computedcompensation beginning in accordance with FASB ASC Topic 718. Information regarding assumptions made in the valuation of these awards is included in Note 10 of the annual consolidated financial statements in our 2014 Form 10-K.fiscal 2015. As of January 30, 2015,February 2, 2018, each of the persons listed in the table above had the following total unexercised stock options outstanding (whether or not then exercisable): each of Messrs. Bryant, Calbert, and Rhodes (21,756); Ms. Cochran (13,120); Ms. Fili-Krushel (12,892); Ms. Price (4,795); and Mr. Rickard (21,513).

(4)
Represents the dollar value of dividends paid, accumulated, or credited on unvested RSUs. Perquisites and personal benefits, if any, totaled less than $10,000 per director.

(5)
Ms. Price joined our Board effective August 26, 2014.director and therefore are not included in the table.

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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 receivedreceives payment (prorated as applicable), for a fiscal year in quarterly installments of the following cash compensation, as applicable:

              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 (our "Stock Incentive Plan") having the estimated value listed below:

 
Fiscal
Year
Board
Retainer
($)
Audit
Committee
Chairman
Retainer
($)
Compensation
Committee
Chairman
Retainer
($)
Nominating
Committee
Chairman
Retainer
($)
Per Meeting
Fee for
Meetings
Attended in
Excess of 16
During FY
($)
Estimated
Value of
Equity
Award
($)
 201785,00022,50020,00015,0001,500135,000
 201895,00025,00020,00017,500150,000

              The RSUs are awarded annually to each non-employee director who is elected or re-elected at the annual shareholders' meeting and to any new director appointed thereafter but before February 1 of this value was delivered in non-qualified stock options to purchase shares of our common stock ("Options") and 40% was delivered in restricted stock units payable in shares of our common stock ("RSUs").a given year. The Options are scheduled to vest as to 25% of the award and the RSUs are scheduled to vest as to 331/3% of the award on each of the first four and three anniversaries of the grant date, respectively, in each case subject to the director's continued service on our Board. Directors may elect to defer receipt of shares underlying the RSUs.

              After reviewing our Board compensation program relative to our market comparator group, the Compensation Committee has recommended, and the Board has determined based upon the Committee's recommendation, that the cash component of the 2015 non-employee director compensation will remain unchanged, but the following changes will be made to the equity portion:

RSUs.

              In addition beginning with calendar year 2015, Dollar General has implemented a Non-Employee Director Deferredto the fees outlined above, the Chairman of the Board receives an annual retainer delivered in the form of RSUs, payable in shares of our common stock under our Stock Incentive Plan and scheduled to vest on the first anniversary of the grant date, subject to certain accelerated vesting conditions, having an estimated value of $200,000.

              The forms and amounts of director compensation as outlined above were recommended by the Compensation Plan (the "Director Deferred Compensation Plan")Committee, and approved by the Board, after taking into account market benchmarking data, recommendations of the Committee's compensation consultant, and, for the additional equity award to allow for deferral by non-employee directorsthe Chairman, the amount of uptime anticipated to be devoted to services to the Company.

              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.beneficiary in a lump sum. In the event of a director's disability (as defined in the Non-Employee 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, as in effect on January 1, 2011 (or, if later, the date on which the director joined or joins our Board) toand holding requirements. The current ownership guideline is 5 times and should be achievedacquired within 5 years of August 24, 2011 (or, if later, within 5 yearselection 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 the date on which the director joined or joinsshare ownership target is reached. Please see our Board). At least 1 times the annual cash retainer in effect at the time the director joined or joins our Board should be acquired prior to joining the Board (or as soon after as practicable).Corporate Governance Guidelines for additional information. Administrative details pertaining to these matters are established by the Compensation Committee.


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DIRECTOR INDEPENDENCE

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 withsatisfy the independence requirements set forth in the NYSE listing standards. In addition, theThe Audit Committee, the Compensation Committee, and the Nominating Committee also must be composedconsist solely of independent directors to comply with suchNYSE 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 thea director has no material relationship with Dollar General.General in order to be considered "independent." 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 containedfound 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 notif that relationship is material. The Board may determine that a director or nomineeperson 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 fallsmanagement has determined to fall 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, Timothy I. McGuire, Paula A. Price, William C. Rhodes, andIII, David B. Rickard.Rickard, Ralph E. Santana, and Todd J. Vasos. Messrs. Rickard, Bryant, and BryantRhodes and Mss. Cochran and Price serve on our Audit Committee, Ms. Fili-Krushel and Messrs. Bryant and Rhodes and Ms. Fili-KrushelMcGuire serve on our Compensation Committee, and Mr. Rhodes and Mss. Cochran and Fili-Krushel and Messrs. Rhodes and Santana serve on our Nominating Committee. Mr. Rhodes also served on our Compensation Committee until February 12, 2018.

              Our Board has affirmatively determined that Messrs. Bryant, Calbert, McGuire, Rhodes, Rickard, and RickardSantana, and Mss. Cochran, Fili-Krushel, and Price, but not Mr. Dreiling,Vasos, are independent from our management under both the NYSE listing standards and our additional independence 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.Board in making independence decisions. The Board also 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

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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, has served as a Vice President ofbeen employed by the Company (a non-executive position) since 2009. For 2014, Mr. Brophy earned from the Company total cash compensation (comprised of his base salary2009 and bonus compensation) of less than $320,000currently serves in a non-officer position, as described in more detail under "Transactions with Management 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, and 433 restricted stock units. 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 2015 to materially differ from his 2014 total cash compensation.

              Mr. Brophy also is eligible to participate in employee benefits plans and programs available to our other full-time employees.Others." Ms. Cochran does not participate in any decision-making relatedserve on the Compensation Committee which approves decisions pertaining to Mr. Brophy's compensation orand she does not participate in his performance evaluations. Mr. Brophy's cash compensation and equity awards wereare approved by the Compensation Committee pursuant to the Company'sour related-party transactions approval policy.


              In reaching the determination that Mr. McGuire is independent, the Board considered his former relationship with McKinsey & Company ("McKinsey"), which has provided management consulting services to Dollar General as described in more detail under "Transactions with Management and Others." Mr. McGuire retired from McKinsey in August 2017.

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TRANSACTIONS WITH MANAGEMENT AND OTHERS

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 and affiliates from our directors and executive officers, relevant internal departments determine whetherif any transactions were unknowingly entered into with a related party and the Board is presented with a list of any such transactions, subject to certainthe 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:

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What related-party transactions existed in 20142017 or are planned for 2015?2018?

              OtherMs. Cochran's brother, Stephen Brophy, has been employed by the Company since 2009 and currently serves in a non-officer position. For 2017, Mr. Brophy earned from Dollar General total cash compensation (comprised of his base salary and bonus compensation) of less than $285,000 and received an annual equity award consisting of 1,763 non-qualified stock options and 440 RSUs. In March 2018, Mr. Brophy received an annual equity award consisting of 1,287 non-qualified stock options and 335 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 expect Mr. Brophy's total cash compensation paid orfor 2018 to be paid during 2014not exceed $295,000. Mr. Brophy also is eligible to participate in employee benefits plans and 2015programs available to one of our non-executive officers who is a family member ofother full-time employees.

              Ms. Cochran does not serve on the Compensation Committee which approves decisions pertaining to Mr. Brophy's compensation and she does not participate in his performance evaluations. Mr. Brophy's cash compensation and equity awards are approved by the Compensation Committee pursuant to our related-party transactions approval policy.

              Until his retirement on August 31, 2017, Mr. McGuire served as discussed further under "Director Independence" above, there are no transactions that have occurred since the beginningan employee of 2014, or any currently proposed transactions, that involveMcKinsey, which has provided management consulting services to Dollar General, and exceed $120,000as such he may be deemed to have had an indirect interest in the relationship between our company and in which a related party had or has a direct or indirect material interest.McKinsey. While employed by McKinsey, Mr. McGuire led the team that provided the consulting services to Dollar General. For 2017, we paid McKinsey $2 million for the management consulting services.


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EXECUTIVE COMPENSATION


EXECUTIVE COMPENSATION

              We refer to the persons listed in the Summary Compensation Table below asThis section provides details of fiscal 2017 compensation for our "namednamed executive officers."officers: Todd J. Vasos, Chief Executive Officer; John W. Garratt, Executive Vice President and Chief Financial Officer; Jeffery C. Owen, Executive Vice President, Store Operations; Robert D. Ravener, Executive Vice President and Chief People Officer; and Rhonda M. Taylor, Executive Vice President and General Counsel.


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.

Compensation Practice 
Dollar General Policy
Pay for PerformanceüGRAPHICWe link pay to performance by ensuring aA significant percentageportion of totaltargeted direct compensation is linked withto the financial performance of key metrics. All of our short-term cash incentiveannual bonus compensation and a significant majority of our long-term equity incentive compensation areis performance based. For more details, seeSee "Pay for Performance" below.Performance."

ShareRobust share ownership guidelines and holding requirements


üGRAPHIC


We utilizeOur share ownership guidelines and holding requirements to create further alignment with theshareholders' long-term interests of our shareholders. For more details, seeinterests. See "Share Ownership Guidelines and Holding Requirements" below.Requirements."

Prohibition onClawback policy


GRAPHIC


Performance-based incentive compensation paid or awarded to an executive officer may be recouped, or "clawed back," in certain situations. See "Significant Compensation-Related Actions."

No hedging andor pledging Dollar General securities and onor holding Dollar General securities in margin accounts


üGRAPHIC


We prohibitOur policy prohibits executive officers and Board members from hedging their ownership of Dollar Generalour stock, pledging Dollar Generalour securities as collateral, and holding Dollar Generalour securities in a margin account. For more details, seeSee "Policy Against Hedging and Pledging Transactions" below.Transactions."

Substantial elimination ofNo excise tax gross-ups and minimal income tax gross-ups


üGRAPHIC


None of our executives are eligible forWe do not provide tax gross-up payments other than on relocation-related items.

Prohibition onDouble-trigger provisions


GRAPHIC


All equity awards granted since March 2016 include a "double-trigger" vesting provision upon a change in control.

No repricing or cash buyout of underwater stock options without shareholder approval


üGRAPHIC


Our long-term equity incentive program does not permitplan prohibits repricing of underwater stock options, including reduction inreducing the exercise price of stock options or replacement of an awardreplacing awards with cash or another award type, without shareholder approval.

Annual compensation risk assessment


GRAPHIC


At least annually, our Compensation Committee assesses the risk of our compensation program.

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Compensation Practice
Dollar General Policy
Annual compensation risk assessmentüOur Compensation Committee performs at least annually a risk assessment of our compensation program.

Independent compensation consultant


ü


The Compensation Committee retains an independent compensation consultant to advise the Compensation Committee on the executive and non-employee director compensation program and practices.

              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 2017 was performance based and exposedlinked to fluctuationschanges 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.

CEOOther NEOs
(Average)



GRAPHICGRAPHIC




GRAPHIC
GRAPHIC

STI—Short-Term Cash Incentive

(Teamshare bonus program)
LTI—Long-Term Equity Incentive (stock options and performance share units)

              The resultsfollowing payouts were earned as a result of strong performance versus the financial targets used for our 2017 performance-based compensation:

              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:

     •
    Beginning with the 2017 annual equity awards and Teamshare bonus program, the clawback of performance-based incentive compensation paid or awarded to a named executive officer is allowed in the case of a material financial restatement of our consolidated financial statements resulting from fraud or intentional misconduct on the part of the executive officer.

 •
Beginning with the March 2017 equity grant, a portion of the vesting of performance share units is based upon the achievement of multi-year financial performance goals, moving the equity incentive program towards a longer-term performance focus.

 •
Beginning in 2017, our long-term equity incentive program differentiates among individual performance levels by increasing or decreasing each named executive officer's grant value from a baseline target value based on a subjective assessment of a variety of factors.

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              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 on May 31, 2017 (our "2017 annual meeting"), based on the three-year frequency approved by our shareholders in 2014. Of the total votes cast (excluding2011. Excluding abstentions and broker non-votes), 96.0%non-votes, 94.69% of total votes were cast in support of the program, whichprogram. Because we view this outcome as overwhelmingly supportive of our compensation policies and decisions. Accordingly,practices, we do not believe the results requiredvote requires consideration of changes to the program. Nonetheless, because market practices and our compensation program. The next opportunity forbusiness needs continue to evolve, we continually evaluate our shareholders to vote to approve on a nonbinding basis the compensation of our named executive officers will be atprogram and make changes when warranted.

              At our 2017 annual meeting, our shareholders expressed a preference that advisory votes on executive compensation occur every year. Consistent with this preference, our Board implemented an annual advisory vote on executive compensation, with the next such advisory vote to be held at our 2018 annual meeting, until the next advisory vote on the frequency of shareholder votes on executive compensation, which will occur no later than our 2023 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 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, as well as to facilitate implementation of our clawback policy.

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. The independent members of our Board are provided the opportunity to ratify the Committee's determinations pertaining to the level of CEO compensation.

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              Use of Outside Advisors.    The Compensation Committee has selected Meridian Compensation Partners ("Meridian")Pearl Meyer to serve as its compensation consultant and has determined that Pearl Meyer is independent compensation consultant. Meridianand that its work has not raised any conflicts of interest. When requested by the Committee, a Pearl Meyer representative attends Committee meetings and participates in private sessions with the Committee, and Committee members are free to consult directly with Pearl Meyer as desired.

              The Committee (or its predecessor)Chairman) determines the scope of Pearl Meyer's services and has served as the Committee's consultant since 2007. Theapproved a written agreement with Meridianthat details the terms and conditions under which MeridianPearl Meyer 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 of Pearl Meyer's work generally includes availability for attendance at selectthe performance of analyses and provision of independent advice related to our executive and non-employee director compensation programs and related matters in support of the Committee's decisions, and more specifically, includes performing preparation work associated with Committee meetings, and associated preparation work,providing advice in areas such as compensation philosophy, compensation risk assessment, assistance, assisting with the Committee's decision making with respect to executive and director compensation matters, providing advice on our executive pay philosophy, compensation market comparator group, and incentive plan design, providing competitive market studies, and apprising the Committee aboutexecutive compensation disclosure, 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. Meridian,providing competitive market studies. Pearl Meyer, 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 prepared by our executive management team and reviewed and approved by our Board of Directors, and, at the Committee's request, members of our finance department assist the Committee in developing these financial performance targets. Messrs. Vasos and Ravener our Executive Vice President and Chief People Officer, and non-executive members of the human resources group have assisted Meridian in gatheringprovide assistance to the Compensation Committee and analyzing relevant competitivePearl Meyer regarding executive compensation matters, including conducting research, compiling data and making recommendations regarding compensation amount, mix, and program structure alternatives, market comparator group composition and compensation-related governance practices, as well as providing information to and coordinating with Pearl Meyer as requested. Additionally, 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 and consulted with Mr. Ravener, Ms. Rhonda M. Taylor, our Executive Vice Presidentrelated governance and General Counsel,legal matters 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 to the Committee 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 thein each case versus previously established goals. The Committee whether each named executive officer (other than himself) performed satisfactorily. A similar process was followed to evaluatealso has input into 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.evaluation. These evaluations are subjective; no objective criteria or relative weighting is assigned to any individual goal or factor.

              The Committee uses the overall performance evaluation resultsPerformance ratings serve as an eligibility threshold for annual base salary increases and Teamshare bonus payments for named executive officers. An overall performance rating below "good" (i.e., "unsatisfactory" or "needs improvement") for the last completed fiscal year would generally preclude a named executive officer from receiving any 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 results have not been used to determine the amount of the Teamshare bonus payment for any named executive officer; rather, the Teamshare bonus amount is determined solely based upon the Company's level of achievement of a pre-established financial performance measure and the terms of the Teamshare program (see discussion below). Any named executive officer who receives a "needs improvement" 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 maydirectly 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 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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              Performance evaluation results have the potential to affect the amount of Teamshare bonus payout because the Committee is allowed to adjust payments downward within certain limitations depending upon the named executive officer's performance rating. The Committee did not exercise any such negative discretion for the 2017 Teamshare payouts to named executive officers.

              An unsatisfactory performance rating will reduce the number of, or completely eliminate, stock options awarded to the named executive officer in the following year. None of the named executive officers received an unsatisfactory performance rating for 2016 or 2017. In addition, beginning in 2017, to allow for differentiation among performance levels of the named executive officers, individual performance, along with other factors including company performance, department performance, retention, and succession, were used as part of a subjective assessment to determine whether each named executive officer's equity award value should be increased or decreased from the baseline target that is derived from benchmarking information.

              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 data typically is approved by theconsidered annually for base salary adjustments, target equity award values, Teamshare target bonus opportunities, and total direct compensation, and periodically when considering structural changes to our executive compensation program. The Committee most recently updated our market comparator group in December 2015 to include several retail and distribution companies with a broad range of products and to exclude certain companies focused on apparel.

              Our market comparator group 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.

              OurThus, our market comparator group for 20142017 compensation decisions other than for Mr. Vasos consisted of the same companies as our 2013 market comparator group:of:

AramarkDollar TreeRite AidSysco
AutoZoneBig LotsKohl'sFamily DollarMcDonald's
OfficeMaxPetSmartStaplesJ.C. Penney
The GapMacy'sRoss StoresTJX Companies
Kohl'sBed, Bath & BeyondStarbucksL BrandsDollar TreeStaplesTractor Supply
Foot LockerBest BuySafewayOffice DepotStarbucksYum! Brands
Dicks Sporting Goods  

              OurPearl Meyer annually provides 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 positions below CEO, the Committee biennially reviews market data provided by Meridian for each named executive officer. In years where individual data is not provided by Meridian, the Committee conducts its review against the prior year's data after applying an aging factor provided by Meridian. 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.group, and biennially for each named executive officer position below CEO. In alternating years, the Committee uses the prior year data after applying an aging factor recommended by Pearl Meyer. For 2014 executive2017 CEO and non-CEO compensation decisions, other than Mr. Dreiling, the Committee reviewed 2013 market comparator groupconsidered non-aged data that had been agedprovided by 3%. In the case of Mr. Dreiling's 2014 compensation, Meridian provided current survey dataPearl Meyer from the market comparator group.

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.

              Mr. Vasos's 2017 Compensation Generally.    The Compensation Committee considered the base salary, short-term incentive, and long-term incentive components of Mr. Vasos's compensation, as well as his total compensation, in each case in comparison to the market comparator group (see "Use of Market Benchmarking Data") and in light of both his fiscal 2016 performance and experience level, as well as our pay for performance philosophy and the other relevant compensation principles (see

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"Philosophy and Objectives"). As a result of such considerations, the Committee determined that the most appropriate way to reward Mr. Vasos for his 2016 overall performance and continue to move him closer to the median of the market comparator group benchmarking data in 2017 was to increase his target short-term incentive bonus opportunity and the target grant value of his 2017 equity award. The Committee agreed that these changes resulted in a 2017 target total compensation opportunity that was within a reasonable range of the market comparator group data in light of Mr. Vasos's overall 2016 performance in the CEO role and his years of experience in the role as compared to other CEOs in the market comparator group.

              2017 Compensation of Named Executive Officers Other than Mr. Vasos Generally.    The Compensation Committee considered the base salary, short-term incentive, and long-term incentive components, and total compensation of the non-CEO named executive officers, in each case in comparison to the market comparator group (see "Use of Market Benchmarking Data"), as well as each such officer's performance (see "Use of Performance Evaluations"). As a result of such considerations, for each non-CEO named executive officer the Committee approved an increase in the short-term incentive target from 65% to 75% of base salary and in the long-term incentive grant value target, before adjustments based on individual performance, from $1.1 million to $1.5 million in order to improve the competitiveness of total compensation as compared to the market comparator group, while maintaining an appropriate balance between short-term incentive compensation, long-term incentive compensation, and base salary. However, in order to allow for differentiation among individual performance levels of the non-CEO named executive officers, the Committee then approved adjustments to the $1.5 million target long-term incentive grant value based on each such officer's subjective performance evaluation results which took into account a variety of factors, including company performance, department performance, individual performance, retention, and succession (see "Use of Performance Evaluations").

              The Committee further approved base salary merit increases in accordance with each non-CEO named executive officer's 2016 performance rating within the limitations of the overall U.S. merit budget increase for 2017 of 3.0%, and after reviewing the proposed total target compensation, excluding the long-term incentive grant value adjustments based on performance, of each such officer against the market comparator group data, the Committee determined that total compensation for each such officer other than Mr. Garratt remained within a reasonable range of the market comparator group median and reflected the responsibilities of the position and the experience and contributions of the individual. However, to better reflect the responsibilities of his position, his experience and contributions, and to more closely align his total target compensation with the market comparator group median, the Committee approved an additional base salary adjustment for Mr. Garratt.

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. The Committee routinely considers annual base salary adjustments in March.

              (a)    Named Executive Officers Other thanSalary Adjustment for Mr. Dreiling.Vasos.    In 2014, theThe Compensation Committee determined that the named executive officers' performance assessments relative to other executives supportedMr. Vasos should receive a percentage increase equal to that which was budgeted for our entire U.S.-based employee population (see "Use of Performance Evaluations"). Such increase, along with the other compensation components, maintained total compensation within a reasonable range of the median of the market comparator group. Accordingly, each of the named executive officers received the budgeted 2.45% annual3.0% base salary increase, resulting in 2014.a base salary of $1,133,000, effective April 1, 2017. The Committee determined that this increase was effective asconsistent with the overall budgeted merit increase for U.S. employees and appropriate in light of the sizable annual equity grant value increase he received in 2017, the significant increase to his 2017 short-term incentive bonus opportunity, and the significant increase to his base salary received in conjunction with his promotion to CEO in May 2015 and again on April 1, 2014.2016.


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              (b)    Salary Adjustments for Named Executive Officers Other than Mr. Dreiling.Vasos.    In determiningFor the reasons outlined above under "2017 Compensation of Named Executive Officers Other than Mr. Dreiling's 2014Vasos Generally," Mr. Garratt received a 19.46% base salary the Compensation Committee took into accountincrease, Mr. Dreiling's performance assessment, the amount budgeted for our entire U.S.-based employee populationOwen and Ms. Taylor received a 2.69% base salary increase, and Mr. Ravener received a 3.69% base salary increase (see "Use of Performance Evaluations"), and the benchmarking data of the applicable market comparator group (see "Use of Market Benchmarking Data"). The Committee determined that Mr. Dreiling should receiveIn each case, the same 2.45% base salary increase that was awarded to each of the other named executive officers which, along 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.adjustment became effective on April 1, 2017.

              Short-Term Cash Incentive Plan.    OurFor 2017, our short-term cash incentive plan, called Teamshare, iswas established under ourthe shareholder-approved Amended and Restated Dollar General Corporation Annual Incentive Plan.Plan ("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)    20142017 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 our corporate performance that the Company's performance and provides a different but complementary focus for the short-term incentive program than that used for the long-term incentive program.Committee believes aligns with our shareholders' interests. For purposes of the 20142017 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:

exceeds $1 million for a single loss or net loss, as applicable, and $10 million in the aggregate.

              The Committee established a target performance level for theused an adjusted EBIT performance measure,goal of approximately $2.062 billion as wellthe target for the 2017 Teamshare program, which was derived from our 2017 financial plan but adjusted to appropriately account for matters that were not contemplated at the time the 2017 financial plan was approved by the Board, including adjustments necessary as a result of the Committee's deviation from historical adjustment authorization practices. The Committee 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 for the 2014 Teamshare program was $1.851 billion which,levels were again used, as they appropriately align pay and performance and are reasonably consistent with prior practice, was the same level as our 2014 annual financial plan objective. To 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 charttable below, subject to the Committee's exercise of negative discretion based on the applicable salary. For allindividual's performance (see "Use of Performance Evaluations"). These percentages for each non-CEO named executive officers, such percentages are consistent withofficer increased from those in effect at the end of the prior year and, except for Messrs. Dreiling and Vasos (for whom the market value was not blended), such percentages reflect a blend of the approximate median of the payout percentages(65%) for the market comparator group.reasons outlined under "2017 Compensation of Named Executive Officers Other than Mr. Vasos Generally." Mr. Vasos's percentage

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also was increased from the prior year for the reasons outlined above under "Mr. Vasos's 2017 Compensation Generally."

NameTarget Payout Percentage% of
Base Salary*

Mr. Dreiling

130%

Mr. Vasos

150 80%

Mr. TehleAll other named executive officers

  65%75

Mr. D'Arezzo

   65%

Mr. Sparks

  65%

              Performance between 90% (threshold)

* For all named executive officers, payout percentages at the threshold and 100%maximum performance levels would be calculated at 50% and 300%, respectively, of the financial performanceapplicable target as well as between 100% and 120% (maximum)percentage of the financial performance target, is interpolated on a straight-line basis on actual results for a bonus payout of between 50% (at threshold), 100% (at target) and 300% (at maximum) of the individual's target payout percentage.base salary.

              (b)    20142017 Teamshare Results.    The Compensation Committee confirmedcertified the adjusted EBIT performance result at $1.795$2.089 billion (96.97%(101.3% of target), which equates to a payout of 84.84% of individual bonus targets under the 2014 resulting in 2017 Teamshare program. Accordingly, a 2014 Teamshare payout was madepayouts to each of the named executive officer atofficers of 113.03% of the followingtarget percentages of base salary earned: Mr. Dreiling, 110.29%; Mr. Vasos, 67.87%; and each of Messrs. Tehle, D'Arezzo and Sparks, 55.14%.set forth in the table above. Such amounts are reflected in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table.

              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, promotion, or special performance. Equity awards are made under our shareholder-approved Amended and Restated 2007 Stock Incentive PlanPlan.

              (a)    2017 Equity Award for Mr. Vasos.    After considering the market comparator group data pertaining to long-term incentive compensation, the Compensation Committee determined to provide Mr. Vasos with a $6.0 million target grant value for his 2017 equity grant. The Committee believed the $6.0 million target grant value of this equity award was within a reasonable range of the market comparator group data in light of Mr. Vasos's time in the CEO role as compared to other CEOs in the market comparator group and in light of his total target compensation given his increase in Teamshare bonus opportunity for 2017. The Committee further determined that Mr. Vasos's annual equity grant should reflect a mix of 50% stock options and 50% PSUs, as this mix remained reasonably well aligned with the practices of the market comparator group, and approved the award in accordance with the terms outlined in "2017 Annual Equity Awards for Named Executive Officers Other than Mr. Vasos" below.

              (b)    2017 Annual Equity Awards for Named Executive Officers Other than Mr. Vasos.    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"), but then adjusts that value up or down based on a subjective assessment of a variety of factors including company performance, department performance, individual performance, retention, and succession. In 2017, the equity mix was delivered 50% in options and 50% in PSUs, as this mix remained reasonably well aligned with the practices of the market comparator group. For the reasons outlined above in "2017 Compensation of Named Executive Officers Other than Mr. Vasos Generally," the grant value target for each non-CEO named executive officer, before adjustments based on individual performance, was increased from $1.1 million to $1.5 million, and then the Committee approved individual adjustments to the $1.5 million target based on a subjective assessment of the factors listed above. As a result, the non-CEO named executive officers received the following targeted grant values: Messrs. Garratt and Owen ($1.4 million), Mr. Ravener ($1.5 million), and Ms. Taylor ($1.45 million).

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              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 dategrant date. The options vest 25% annually on April 1 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. The EPS goals were established by the Committee on the grant date based upon EPS forecasts contained in our long-term strategic plan. Half 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.


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              For purposes of calculating the achievement of the EPS targets for each of 2014 and 2015, EPS means the quotient of (x) net income earned in the applicable fiscal year (as calculated in accordance with GAAP applicable to the Company at the relevant time), with such net income calculation to exclude the items identified below, by (y) the weighted average number of shares of our common stock outstanding during the applicable fiscal year. The net income calculation excludes the impact of all items excluded from the 2014 Teamshare program adjusted EBIT calculation outlined above, as well as share-based compensation charges and all consulting, accounting, legal, valuation, banking, filing, disclosure and similar costs, fees and expenses directly related to the consideration, negotiation, approval and consummation of the proposed acquisition and related financing of the Company by affiliates of Kohlberg Kravis Roberts & Co. (including without limitation any costs, fees and expenses relating to the filing and maintenance of a market maker registration statement or to any refinancings) and any litigation or settlement of any litigation related thereto. Additionally, the calculation of net income excludes (unless the Committee disallows such exclusion) any material and demonstrable impact resulting from changes in tax or other legislation or accounting changes enacted after the beginning of the 2012 fiscal year and not contemplated in our 2012-2016 financial plan (as opposed to the 2014 Teamshare program adjusted EBIT calculation, which excludes, unless the Committee disallows, the losses due to changes in tax or other legislation or accounting changes enacted after the beginning of the 2014 fiscal year).

              (b)    2014 Equity Awards.    Under our long-term equity structure, each of the named executive officers receives an annual award of time-based stock options, time-based restricted stock units and performance share units. The mix offour fiscal years following the equity value is delivered 50%fiscal year in options, 25% in performance share units and 25% in restricted stock units, which the Committee has previously determined to align with the equity mix among our market comparator group. Additionally, the Committee believes this designgrant is appropriate to achieve both the incentive and retention goals of the awards.

              Consistent with our compensation philosophy and objectives, the value of the long-term incentive awards was based on a reasonable range of the median of the long-term equity target values of our market comparator group. The market value for named executive officer positions was blended to establish a single long-term incentive value on which awards are based for all named executive officers (other than the CEO and COO for whom the market value was not blended). This blending practice is similar to the one described under "Short-Term Cash Incentive Plan" above. The actual number of stock options, performance share units and restricted stock units awarded were determined by applying a formula provided by Meridian (Black Scholes for stock options) to the selected long-term incentive values.

              The options will vest 25% on each of the first four anniversaries of the grant date,made, subject to the named executive officer's continued employment with us and certain accelerated vesting provisions.

provisions, and have a term of ten years. The performance share unitsPSUs can be earned if certainspecified performance measuresgoals are achieved during the applicable performance period (which was fiscal year 2014)periods and if certain additional vesting requirements are met. Themet as discussed more specifically below.

              For PSUs the Committee selects and sets targets for financial performance measures, are goals related to 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:

Adjusted EBITDA
Shares Earned
 ROIC Shares Earned  
EBITDA
Result
v. Target (%)
 Shares
Earned
(%)
 ROIC
Result
v. Target (%)
 Shares
Earned
(%)
 Total
Shares
Earned (%)
  <90   0   <94.86   0 0
  90 25   94.86 25 50
100 50 100.00 50 100
120 150 110.29 150 300

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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, thethen establishes threshold and maximum levels of performance criteria for performance share units were revisedderived 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.those targets. The number of PSUs earned depends on the level of financial performance share units earned could vary between 0% and 300% ofachieved versus the target number based on actual performance compared to target performance on a similar graduated scale as that of our Teamshare program discussed above.goals. The target performance levels for 2014 adjusted EBITDA and ROIC were $2.246 billion and 19.44%, respectively. Actual 2014Committee selected adjusted EBITDA and adjusted ROIC results were $2.175 billion (96.84%as the financial performance measures for the 2017 PSUs. Half of the award is subject to adjusted EBITDA target)performance and 19.50% (100.31% of ROIC target), respectively. Accordingly, 95.10%half of the target number of performance share units was earned as a result of 2014award is subject to adjusted ROIC performance. The 2014 targetCommittee believes that these financial measures and the mix between them appropriately balance the emphasis placed upon earnings performance as well as rigorous capital management over the long-term.

              For the 2017 PSU grant, a one-year performance period corresponding to our 2017 fiscal year was established for the portion of the PSUs which are subject to the adjusted EBITDA andperformance measure in order to incent maximization of earnings each year relative to the revenue environment. The adjusted EBITDA performance goal of approximately $2.464 billion was derived from our 2017 financial plan, but adjusted to appropriately account for matters that were not contemplated at the time the 2017 financial plan was approved by the Board. The portion of the PSUs which are subject to an adjusted ROIC performance levels, consistentmeasure were divided into three equal parts, each subject to its own performance goal and performance period, in order to include a longer-term performance focus and more closely align with prior practice, were the same levels asmarket comparator group practice. The three performance goals are subject to one-year, two-year, and three-year performance periods, each beginning the first day of 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. Vasos2017 fiscal year and 4,957 for each of the other named executive officers. One-third of the performance share units earned based on 2014 financial performance vested onextending through the last day of our 2017, 2018, and 2019 fiscal years, respectively, and are based on the one-yearaverage of adjusted ROIC for each fiscal year within the applicable performance period,period. The first performance goal (18.17%) was derived from our 2017 financial plan, but adjusted to appropriately account for matters that were not contemplated at the time the 2017 financial plan was approved by the Board, and the remaining two-thirds2nd and 3rd performance goals (each 18.18%) were derived from our three-year financial plan as it existed at the time the PSUs were awarded (including adjustments for the 2017 financial plan outlined above). The Committee believes this use of the performance share units vest equallyadjusted ROIC incentivizes a focus on the second and third anniversaries of the grant date, subjectcontinued strong return on invested capital as our company continues 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.grow.

              The adjustedAdjusted EBITDA performance target is computedcalculated 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 20142017 Teamshare program adjusted EBIT calculation outlined above,above. Adjusted ROIC for each performance period, as well as share-based compensation charges. The ROIC performance targetapplicable, is calculated as (a) the result of (x) the sum of (i) our operating income, plus (ii) depreciation and amortization, plus (iii) minimum rentals for 2017 and 2018 and single lease cost for 2019, minus (y) taxes, divided by (b) the result of (x) the sum of the averages of: (i) total assets, excluding any assets associated with the adoption of new lease accounting standards in 2019, 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 for 2017 and 2018 and 8x single lease cost for 2019 (with all of the foregoing terms as determined per our financial statements)statements for each fiscal year within the applicable performance period) but excludes the impact of all items excluded from the 20142017 Teamshare program adjusted EBIT calculation outlined above.above, as well as, in 2019, impacts related to changes to lease accounting rules. For 2017, when calculating performance, the Committee additionally exercised its inherent negative discretion under Section 162(m) of the Internal Revenue Code to adjust ROIC for the material positive impact of the

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Tax Cuts and Jobs Act driven by both the benefit associated with the remeasurement of deferred tax assets and liabilities and for the ongoing federal corporate tax rate reduction that went into effect near the end of the Company's 2017 fiscal year.

              The restricted stock unitsfollowing table shows how the PSUs would be earned at each of the threshold, target, and maximum performance levels for the three performance periods. PSUs earned for financial performance between these levels are payableinterpolated in sharesa manner similar to that used for our 2017 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 2017 financial performance measures and the actual number of PSUs earned.

 
 
Adjusted EBITDAAdjusted ROIC 
 
LevelResult v.
Target
(%)
EBITDA
Result ($)
(in billions)
PSUs
Earned
(% of Target)
Result v.
Target
(%)
ROIC
Result
(%)
PSUs
Earned
(% of Target)
 

2017:

      

 

Below Threshold

<90<2.2170<94.5<17.170

 

Threshold

902.2175094.517.1750 

Target

1002.464100100.018.17100

 

Maximum

1202.957300105.519.17300 

2017 Results

100.82.484108.2102.918.69204.0

 


 
 
Adjusted ROIC 
 
LevelResult v.
Target
(%)
ROIC
Result
(%)
PSUs
Earned
(% of Target)
 

2017-2018 & 2017-2019:

 

Below Threshold

<94.5<17.180 

Threshold

94.517.1850 

Target

100.018.18100 

Maximum

105.519.18300 



Name2017 PSUs Earned

Mr. Vasos

35,496

Mr. Garratt

  8,285

Mr. Owen

  8,285

Mr. Ravener

  8,877

Ms. Taylor

  8,581

              One-third of the PSUs earned by each named executive officer for fiscal 2017 adjusted EBITDA performance will vest in equal installments over 3 years fromon April 1, 2018, April 1, 2019, and April 1, 2020, and all of the grant date,PSUs earned by each named executive officer for adjusted ROIC performance during the first performance period will vest on April 1, 2018, subject to the named executive officer's continued employment with us and certain accelerated vesting conditions.provisions. Subject to certain pro-rata vesting conditions, the PSUs earned, if any, by each named executive officer for adjusted ROIC performance during the second and third performance periods will vest on April 1, 2019 and April 1, 2020, respectively, in each case subject to the named executive officer's continued employment with us and certain accelerated vesting provisions. All vested PSUs will be settled in shares of our common stock.

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              (d)(c)    Share Ownership Guidelines and Holding Requirements.    We have adoptedOur senior officers are subject to share ownership guidelines and holding requirements for senior officers, which are included in our Corporate Governance Guidelines.requirements. 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)from time to time and is 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.a five-year time period.


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Officer Level
Multiple of Base Salary

        CEO

CEO5X 

        COO

4XEVP3X 

        EVP

3XSVP

        SVP

2X
 

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

              (e)(d)    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

Restricted Stock Units. Any outstanding restricted stock unitRSUs will become fully vested and nonforfeitable upon such death or disability and will be paid within 3090 days following the date of death or disability. No RSUs were granted to named executive officers in 2016 or 2017.

              Other Payments.    In the event of death, eacha named executive officer's beneficiary will receive payments under our group life insurance program in an amount, up to a maximum of $3$4 million, equal to 2.5 times such officer's annual base salary. In addition, in the event of disability (as defined in the governing document), eacha named executive officer would receive 60% of covered monthly earnings up


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to a $20,000 per monthmonthly benefit under our long-term disability insurance program. In the event of death or disability (as defined in the CDP/SERP Plan), eacha named executive officer's CDP/SERP Plan benefit will become fully vested (to the extent not already vested) and will be payable in a lump sum within 60 days after the end of the calendar quarter in which such termination event occurs, provided that we may delay payment in the event of disability until as soon as reasonably practicable after receipt of the disability determination by the Social Security Administration. Additionally, in the event of death on or after the last day of a fiscal year, eacha named executive officer will receive payment for his or her incentive bonus earned for that fiscal year under the terms of our Teamshare program (which otherwise generally requires that a participant remain employed on the payment date to be entitled to any incentive bonus earned for that fiscal year).

              If Mr. Dreiling's employment terminates due to death or disability (as defined in his employment agreement), he also will be entitled to receive, pursuant to the terms of his employment agreement, any incentive bonus earned for any of our previously completed fiscal years but unpaid as of his termination date and payment for any unused vacation accrued but unpaid as of his termination date, and, in the event of disability only, he will receive a lump sum cash payment, payable at the time annual bonuses are paid to our other executives, equal to a pro rata portion of his annual incentive bonus, if any, that he would have been entitled to receive, if such termination had not occurred, for the fiscal year in which his termination occurred.

Payments Upon Termination Due to Retirement

              Except as provided immediately below with respect to stock options, performance share unitsPSUs and restricted stock unitsRSUs awarded after 2011, retirement (as defined in the applicable governing document) is not treated differently from any other voluntary termination without good reason (as defined underin the relevant agreements, and as discussed below under "Payments Upon Voluntary Termination") under any of our plans or agreements for named executive officers.

              In the event a named executive officer retires:

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Payments Upon Voluntary Termination

              The payments to be made to a named executive officer upon voluntary termination vary depending upon whether he resignsthe resignation occurs with or without "good reason" (as defined in the applicableeach

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named executive officer's employment agreement)agreement or award agreement, as applicable) or after our failure to offer to renew, extend or replace histhe applicable employment agreement under certain circumstances.

              Voluntary Termination with Good Reason or After Failure to Renew the Employment Agreement.    If anya named executive officer resigns with good reason (as defined in the applicable equity award agreement), he or she will forfeit all then unvested equity awards. Such officerawards and generally may exercise any vested options that were granted after 2011 up to 90 days following the resignation date, but no later than the 10th anniversary of the grant date. Solely with respect to the special stock option awards granted to Mr. Vasos on June 3, 2015 and generally mayMarch 16, 2016, Mr. Vasos will be required to hold any net shares acquired upon exercise any vested options that were granted prior to 2012 for 180 days followinga period of time ending on the resignationfifth anniversary of the applicable grant date.

              In the event any If a named executive officer (other than Mr. Dreiling) resigns under the circumstances described in (2) below, his or in the event we failed to extend the term of Mr. Dreiling's employment as provided in (3) below, the relevant named executive officer'sher equity will be treated as described under "Voluntary Termination without Good Reason" below.

              Additionally, (1) See "Payments After a Change in Control" for a discussion of treatment of equity awards if thea named executive officer resigns with good reason or (2) if thewithin two years following a change in control.

              If a named executive officer other thanresigns (1) with good reason (as defined in the applicable employment agreement) after giving 30 days (90 days in the case of Mr. Dreiling, resignsVasos) written notice within 30 days after the event purported to give rise to the claim for good reason and opportunity for us to cure any such claimed event within 30 days after receiving such notice, or (2) within 60 days (90 days in the case of Mr. Vasos) of our failure to offer to renew, extend or replace his or her employment agreement before, at or within 6 months (one year in the case of Mr. Vasos) after the end of the agreement's term (unless we enter into a mutually acceptable severance arrangement or the resignation is a result of the named executive officer's voluntary retirement or termination)termination other than for good reason), or (3) if we had elected not to extend Mr. Dreiling's term of employment by providing 60 days prior written notice before the applicable extension date, then in each case the named executive officer will receive or would have received (in Mr. Dreiling's case) the following benefits generally on or beginning on the 60th day after termination of employment but contingent upon the execution and effectiveness of a


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release of certain claims against us and our affiliates in the form attached to the employment agreement:

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              Note that any amounts owed to a named executive officer (other than Mr. Dreiling) in the form of salary continuation that would otherwise have been paid during the 60 day60-day period after his employment termination will instead be payable in a single lump sum as soon as administratively practicable afteron the 60th day after such termination date and the remainder will be paid in the form of salary continuation payments over the remaining 24-month period as set forth above.

              However, in certain cases, some or all of the payments and benefits provided on termination of employment may be delayed for six months following termination to comply with the requirements of Section 409A of the Internal Revenue Code. Any payment required to be delayed would be paid at the end of the six-month period in a lump sum, and any payments due after the six-month period would be paid at the normal payment date provided for under the applicable employment agreement.

              The named executive officer will forfeit any unpaid severance amounts, and we retain any other rights we have available under law or equity, upon a material breach of any continuing obligation under the applicable employment agreement or the release, which include:include the following business protection provisions:


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              Voluntary Termination without Good Reason.    If thea named executive officer resigns without good reason, he or she will forfeit all then unvested equity awards andas well as all vested but unexercised options that were granted prior to 2012. The named executive officer generally may exercise any vested options that were granted after 2011 up to 90 days following the resignation date, but in any event prior tono later than the 10th anniversary of the grant date. Solely with respect to the special stock option awards granted to Mr. Vasos on June 3, 2015 and March 16, 2016, Mr. Vasos will be required to hold any net shares acquired upon exercise for a period of time ending on the fifth anniversary of the applicable grant date.

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Payments Upon Involuntary Termination

              The payments to be made to a named executive officer upon involuntary termination vary depending upon whether termination is with or without "cause" (as defined in each named executive officer's employment agreement or equity award agreement, as applicable).

              Involuntary Termination forwith Cause.    If theUpon an involuntary termination with cause, a named executive officer is involuntarily terminated for cause, he will forfeit all unvested equity grants, all vested but unpaid PSUs and all vested but unexercised options.

              Involuntary Termination without Cause.    If anyUpon an involuntary termination without cause, a named executive officer is involuntarily terminated without cause, he:officer:


Table              See "Payments After a Change in Control" for a discussion of Contentstreatment of equity awards if a named executive officer is involuntarily terminated without cause within two years following a change in control.

Payments After a Change in Control

              Upon a change in control (as defined under the applicable governing document), regardless of whether the named executive officer's employment terminates:

termination with cause.

              If              Upon the named executive officer's "qualifying termination," which includes involuntary termination without cause (as defined in the applicable equity award agreement) or resignation with good reason as defined in the applicable equity award agreement (unless cause to terminate exists), as well as voluntary resignation due to retirement as defined in the applicable equity award agreement (unless cause to terminate exists) in the case of 2017 PSUs, in each case within two years following a change in control (provided that the officer is involuntarily terminatedwas continuously employed by us until the change in control) and in the case of 2017 PSUs if the termination of employment also constitutes a "separation from service" within the meaning of Section 409A of the Internal Revenue Code, (1) all of his or her options awarded after 2015 will immediately vest and become exercisable as to 100% of the shares subject to such options on the termination date (but only to the extent such options have not otherwise terminated) and the officer may exercise any vested options up to three years following the termination date, but no later than the 10th anniversary of the grant date; and (2) all of his or her previously earned, or deemed earned, but unvested PSUs awarded after 2015 that have not been previously forfeited will immediately vest, become nonforfeitable, and be paid on the termination date subject, in the case of the 2017 PSUs, to a six-month delay if applicable, to comply with Section 409A of the Internal Revenue Code. To qualify as a resignation with good reason for this purpose, the officer must have provided written notice of the existence of the circumstances providing grounds for resignation with good reason within 30 days of the initial existence of such grounds and must have given Dollar General at least 30 days from receipt of such notice to cure such condition. In addition, the resignation must have become effective no later than one year after the initial existence of the condition constituting good reason.

              Except as otherwise described above with respect to equity awards, upon an involuntary termination without cause or resigns fora resignation with good reason following the change in control, hea named executive officer will receive the same severance payments and benefits as described above under "Voluntary Termination with Good Reason or After Failure to Renew the Employment Agreement." However, the named executive officer will have 1 year from the termination date in which to exercise vested options that were granted after 2011 if he resigns or is involuntarily terminated within 2 years of the change in control under any scenario other than retirement or involuntary termination with cause (in which cases, he will have 5 years from the retirement date to exercise vested options and will forfeit any vested but unexercised options held at the time of the termination with cause).

              In the event of a change in control as defined in Section 280G of the Internal Revenue Code, each named executive officer's employment agreement provides for capped payments (taking into consideration all payments and benefits covered by Section 280G of the Internal Revenue Code) of $1 less than the amount that would trigger the "golden parachute" excise tax under federal income tax rules (the "excise tax") unless for each named executive officer other than Mr. Dreiling, he or she signs a release and for all named executive officers, histhe after-tax benefit would be at least $50,000 more than it would be without the payments being capped. In such case, such officer's payments and benefits would not be capped and such officer would be responsible for the payment of the excise tax. We would not pay any additional amount to cover the excise tax. The table below reflects the uncapped amounts, subject to reduction in the circumstances described in this paragraph.

              The following table reflects potential payments to each of our named executive officersofficer in various termination and change in control scenarios based on compensation, benefit, and equity levels in effect on, and assuming the scenario was effective as of, January 30, 2015.February 2, 2018. For stock valuations, we have used the closing price of our stock on the NYSE on January 30, 2015February 2, 2018 ($67.06)99.44). The table below reports only amounts that are increased, accelerated or otherwise paid or owed as a result of the applicable scenario and, as a result, excludesexclude earned but unpaid base salary through the employment termination date and equity awards and CDP/SERP Plan benefits that had vested prior to the event and earned but unpaid base salary throughevent. For more information regarding the employment termination date.CDP/SERP Plan benefits, see "Nonqualified Deferred Compensation Fiscal 2017" above. The table also excludes any amounts that are available generally to all salaried employees and do not discriminate in favor of our executive officers. The amounts shown are merely estimates. We cannot determine actual amounts to be paid until a termination or change in control scenario occurs.


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Potential Payments to Named Executive Officers Upon Occurrence of
Various Termination Events or Change in Control as of January 30, 2015February 2, 2018

Name/Item Death
($)
 Disability
($)
 Retirement
($)(1)
 Voluntary
Without
Good
Reason
($)
 Involuntary
Without
Cause or
Voluntary
with Good
Reason
($)
 Involuntary
With
Cause
($)
 Change in
Control
($)
 

Mr. Dreiling

                  

Equity Vesting Due to Event

 22,500,281  22,500,281 n/a n/a  n/a n/a  24,217,554 

Cash Severance

 1,465,747  1,465,747 n/a n/a  7,579,308 n/a  7,579,308 

Health Continuation(2)

 n/a  n/a n/a n/a  23,578 n/a  23,578 

Outplacement(3)

 n/a  n/a n/a n/a  10,000 n/a  10,000 

Life Insurance Proceeds

 3,000,000  n/a n/a n/a  n/a n/a  n/a 

Total

 26,966,028  23,966,028 n/a n/a  7,612,886 n/a  31,830,440 

 

 

Mr. Tehle

                  

Equity Vesting Due to Event

 2,002,258  2,002,258 n/a n/a  n/a n/a  2,300,541 

Cash Severance

 402,558  n/a n/a n/a  1,928,247 n/a  1,928,247 

Health Payment

 n/a  n/a n/a n/a  18,566 n/a  18,566 

Outplacement(3)

 n/a  n/a n/a n/a  10,000 n/a  10,000 

Life Insurance Proceeds

 1,826,000  n/a n/a n/a  n/a n/a  n/a 

Total

 4,230,816  2,002,258 n/a n/a  1,956,813 n/a  4,257,354 

 

 

Mr. Vasos

                  

Equity Vesting Due to Event

 2,283,627  2,283,627 n/a n/a  n/a n/a  2,669,491 

Cash Severance

 521,486  n/a n/a n/a  2,143,274 n/a  2,143,274 

Health Payment

 n/a  n/a n/a n/a  10,099 n/a  10,099 

Outplacement(3)

 n/a  n/a n/a n/a  10,000 n/a  10,000 

Life Insurance Proceeds

 1,921,000  n/a n/a n/a  n/a n/a  n/a 

Total

 4,726,113  2,283,627 n/a n/a  2,163,374 n/a  4,832,864 

 

 

Mr. D'Arezzo

                  

Equity Vesting Due to Event

 797,307  797,307 n/a n/a  n/a n/a  1,038,321 

Cash Severance

 367,213  n/a n/a n/a  1,758,944 n/a  1,758,944 

Health Payment

 n/a  n/a n/a n/a  19,235 n/a  19,235 

Outplacement(3)

 n/a  n/a n/a n/a  10,000 n/a  10,000 

Life Insurance Proceeds

 1,665,000  n/a n/a n/a  n/a n/a  n/a 

Total

 2,829,520  797,307 n/a n/a  1,788,179 n/a  2,826,500 

 

 

Mr. Sparks

                  

Equity Vesting Due to Event

 2,002,258  2,002,258 n/a n/a  n/a n/a  2,300,541 

Cash Severance

 351,922  n/a n/a n/a  1,685,700 n/a  1,685,700 

Health Payment

 n/a  n/a n/a n/a  19,235 n/a  19,235 

Outplacement(3)

 n/a  n/a n/a n/a  10,000 n/a  10,000 

Life Insurance Proceeds

 1,596,000  n/a n/a n/a  n/a n/a  n/a 

Total

 3,950,180  2,002,258 n/a n/a  1,714,934 n/a  4,015,475 

 

 
 
Name/ItemDeath
($)
Disability
($)
Retirement
($)(3)
Voluntary
Without
Good
Reason
($)
Involuntary
Without
Cause or
Voluntary
With Good
Reason
($)
Involuntary
With
Cause
($)
Change in
Control
Without
Qualifying
Termination
($)
Change in
Control With
Qualifying
Termination
($)
 
 Mr. Vasos         
 Equity Vesting Due to Event(1)21,380,73721,380,737n/an/an/an/a7,330,33919,409,040 
 Cash Severance1,921,028n/an/an/a7,586,028n/a7,586,028 
 Health Paymentn/an/an/an/a11,528n/a11,528 
 Outplacement(2)n/an/an/an/a8,500n/a8,500 
 Life Insurance Proceeds2,833,000n/an/an/an/an/an/a 
 Total26,134,76521,380,737n/an/a7,606,056n/a7,330,33927,015,096 
   
 Mr. Garratt         
 Equity Vesting Due to Event(1)3,485,1693,485,169n/an/an/an/a379,9353,025,160 
 Cash Severance520,441n/an/an/a2,113,763n/a2,113,763 
 Health Paymentn/an/an/an/a20,369n/a20,369 
 Outplacement(2)n/an/an/an/a8,500n/a8,500 
 Life Insurance Proceeds1,535,000n/an/an/an/an/an/a 
 Total5,540,6103,485,169n/an/a2,142,632n/a379,9355,167,792 
   
 Mr. Owen         
 Equity Vesting Due to Event(1)3,564,1583,564,158n/an/an/an/a458,9243,104,148 
 Cash Severance536,861n/an/an/a2,180,454n/a2,180,454 
 Health Paymentn/an/an/an/a20,369n/a20,369 
 Outplacement(2)n/an/an/an/a8,500n/a8,500 
 Life Insurance Proceeds1,584,000n/an/an/an/an/an/a 
 Total5,685,0193,564,158n/an/a2,209,323n/a458,9245,313,471 
   
 Mr. Ravener         
 Equity Vesting Due to Event(1)4,232,7154,232,715n/an/an/an/a963,3473,739,791 
 Cash Severance476,167n/an/an/a1,933,944n/a1,933,944 
 Health Paymentn/an/an/an/a12,448n/a12,448 
 Outplacement(2)n/an/an/an/a8,500n/a8,500 
 Life Insurance Proceeds1,405,000n/an/an/an/an/an/a 
 Total6,113,8824,232,715n/an/a1,954,892n/a963,3475,694,683 
   
 Ms. Taylor         
 Equity Vesting Due to Event(1)3,949,8093,949,809n/an/an/an/a762,5083,473,392 
 Cash Severance472,039n/an/an/a1,917,179n/a1,917,179 
 Health Paymentn/an/an/an/a19,944n/a19,944 
 Outplacement(2)n/an/an/an/a8,500n/a8,500 
 Life Insurance Proceeds1,393,000n/an/an/an/an/an/a 
 Total5,814,8483,949,809n/an/a1,945,623n/a762,5085,419,016 
   

(1)     For the portion of the 2017 PSUs that are subject to performance for periods ending after February 2, 2018, the value included
         in the Death and Disability columns assumes a maximum payout of 300%, prorated for a death or disability termination
         scenario occurring on February 2, 2018.

 


 


(2)     Estimated based on information provided by our outplacement services provider.


 

 


(3)     None of the named executive officers were eligible for retirement on February 2, 2018.


 
(1)
None of the named executive officers were eligible for retirement on January 30, 2015.

(2)
Calculated as the combined

Dollar General    and employee cost of healthcare for the benefit option selected by Mr. Dreiling for 2015.

(3)
Estimated based on information provided by our outplacement services provider.

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Compensation Committee Interlocks and Insider Participation

              Each of Messrs. Bryant and Rhodes and Ms. Fili-Krushel was a member of our Compensation Committee during 2014.2017. None of these persons (1) was at any time during 20142017 an officer or employee of Dollar General or any of our subsidiaries orsubsidiaries; (2) was at any time prior to 2017 an officer of Dollar General or any of our subsidiaries atsubsidiaries; or (3) had any time prior to 2014.relationship requiring disclosure under the section of this document entitled "Transactions with Management and Others." Also, none of our executive officers serves, or in the past fiscal year has served, as a director of, or as a member of the compensation committee (or other board committee performing equivalent functions) of, any entity that has one or more of its executive officers serving as a director of Dollar General or as a member of our Compensation Committee.


Compensation Risk Considerations

              In March 2015,2018, our Compensation Committee, with input from its compensation consultant and management, reviewed our compensation policies and practices for all employees, including executive officers, to assess the risks that may arise from our compensation programs. The assessment included a review of our compensation programs for certain design features which could potentially encourage excessive risk-taking or otherwise generate risk to Dollar General. As a result of that assessment, the Compensation Committee concluded, after considering the degree to which identified risk-aggravating factors were offset by risk-mitigating factors, that the net risks created by our overall compensation programpolicies and practices were not reasonably likely to have a material adverse effect on Dollar General.


Pay Ratio Disclosure

              As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer (our "CEO"). This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below.

              We determined that the 2017 annual total compensation of the median compensated employee (who is a part-time store associate) of our temporary, part-time, and full-time employee base who were employed as of February 2, 2018, other than our CEO, was $13,387; our CEO's 2017 annual total compensation was $8,806,409; and the ratio of these amounts is 1:658.

              As of February 2, 2018, our total population consisted of 123,227 compensated employees. Of those employees, 69 were located in non-U.S. jurisdictions. Pursuant to SEC rules, we excluded all 69 non-U.S. employees from the following countries: Hong Kong (17); China (50); Mexico (1); and Turkey (1). After applying this exemption, the employee population used for purposes of identifying the median employee consisted of 123,158 temporary, part-time, and full-time employees located solely in the United States.

              To identify the median compensated employee, we used W-2 Box 5 Medicare wages for the period from February 4, 2017 through February 2, 2018, with such amounts annualized for those permanent employees who did not work for the full year.

              The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee's annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

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SECURITY OWNERSHIP


SECURITY OWNERSHIP

              For purposes of the tables below, a person is a "beneficial owner" of a security over which that person has or shares voting or investment power or which that person has the right to acquire beneficial ownership within 60 days. Unless otherwise noted, to our knowledge these persons have sole voting and investment power over the shares listed. Percentage computations are based on 303,703,702268,547,203 shares of our common stock outstanding as of March 19, 2015.22, 2018.


Security Ownership of Certain Beneficial Owners

              The following table shows the amount of our common stock beneficially owned as of March 19, 201522, 2018 by those known by us to beneficially own more than 5% of our common stock.

Name and Address of Beneficial Owner Amount and Nature of
Beneficial Ownership
 Percent of Class 

BlackRock, Inc.(1)

  22,888,347  7.5% 

The Vanguard Group(2)

  19,203,111  6.3% 

Soroban Capital GP, LLC(3)

  18,330,295  6.0% 

GIC Private Limited(4)

  15,221,181  5.0% 

Name and Address of Beneficial OwnerAmount and Nature of
Beneficial Ownership
Percent of Class

T. Rowe Price Associates, Inc.(1)

29,470,68111.0%

BlackRock, Inc.(2)

18,877,9997.0%

The Vanguard Group(3)

18,358,1166.8%

Barrow, Hanley, Mewhinney & Strauss, LLC(4)

16,244,4526.0%

(1)
T. Rowe Price Associates, Inc. has sole power to vote or direct the vote of 10,729,134 shares and sole power to dispose or direct the disposition of 29,470,681 shares. The address of T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, Maryland 21202. All information is based solely on Amendment No. 2 to Statement on Schedule 13G filed on February 14, 2018.

(2)
BlackRock, Inc., through various subsidiaries, has sole power to vote or direct the vote of 18,553,80416,283,155 shares and sole power to dispose of or to direct the disposition of 22,887,826 shares, and shared power to dispose of or to direct the disposition of 52118,877,999 shares. The address of BlackRock, Inc. is 55 East 52nd52nd Street, New York, New York 10022.10055. All information is based solely on Amendment No. 3 to Statement on Schedule 13G filed on February 2, 2015.8, 2018.

(2)(3)
The Vanguard Group has sole power to vote or direct the vote over 526,722375,475 shares, shared power to vote or direct the vote over 65,080 shares, sole power to dispose of or to direct the disposition of 18,708,27717,927,997 shares, and shared power to dispose or to direct the disposition of 494,834430,119 shares. Vanguard Fiduciary Trust Company, a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 411,534289,326 shares as a result of its serving as investment manager of collective trust accounts, and Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 198,488225,229 shares as a result of its serving as investment manager of Australian investment offerings. The address of The Vanguard Group is 100 Vanguard Blvd,Blvd., Malvern, Pennsylvania 19355. All information is based solely on Amendment No. 14 to Statement on Schedule 13G filed on February 10, 2015.9, 2018.

(3)(4)
Soroban Capital GPBarrow, Hanley, Mewhinney & Strauss, LLC Soroban Capital Partners LP, Soroban Capital Partners GP LLC and Eric W. Mandelblatt share thehas sole power to vote or to direct the voting ofvote over 5,152,967 shares, shared power to vote or direct the vote over 11,091,485 shares, and thesole power to dispose or to direct the disposition of 18,330,295 shares, and Soroban Master Fund LP shares the power to vote or to direct the voting of and the power to dispose or to direct the disposition of 14,950,37316,244,452 shares. The address for Soroban Capital GPof Barrow, Hanley, Mewhinney & Strauss, LLC Soroban Capital Partners LP, Soroban Capital Partners GP LLC and Mr. Mandelblatt is 444 Madison2200 Ross Avenue, 21st31st Floor, New York, New York 10022. The address for Soroban Master Fund LP is Gardenia Court, Suite 3307, 45 Market Street, Camana Bay, Grand Cayman KY1-1103, Cayman Islands. All information is based solely on Amendment No. 2 to Statement on Schedule 13G filed on February 17, 2015.

(4)
GIC Private Limited ("GIC") is a fund manager with two clients—the Government of Singapore ("GoS") and the Monetary Authority of Singapore ("MAS"). Under the investment management agreement with GoS, GIC has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. As such, GIC has the sole power to vote and power to dispose of the 11,471,118 securities beneficially owned by it. GIC shares power to vote and dispose of 3,750,063 securities beneficially owned by it with MAS.Dallas, Texas 75201-2761. All information is based solely on Statement on Schedule 13G filed on March 17, 2015.February 13, 2018.

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Table of Contents


Security Ownership of Officers and Directors

              The following table shows the amount of our common stock beneficially owned as of March 19, 201522, 2018 by our current directors and our named executive officers individually and by our current directors and all of our current executive officers as a group. Unless otherwise noted, these persons may be contacted at our executive offices.

Name of Beneficial OwnerAmount and Nature of
Beneficial Ownership
Percent of
Class

Warren F. Bryant(1)(2)

     18,63235,349*

Michael M. Calbert(1)(2)(3)

     24,63298,020*

Sandra B. Cochran(1)(2)

       6,15722,080*

Patricia D. Fili-Krushel(1)(2)(4)

       6,54520,647*

Timothy I. McGuire

Paula A. Price(1)(2)(5)

            —10,055*

William C. Rhodes, III(1)(3)(2)(6)

     29,63256,289*

David B. Rickard(1)(2)

     18,82335,629*

Richard W. Dreiling(1)(4) Ralph E. Santana

   651,707*

David M. Tehle(1)

     37,490*

Todd J. Vasos(1)

     91,934333,778*

David John W. D'ArezzoGarratt(1)

     12,29651,826*

Gregory A. SparksJeffery C. Owen(1)

     60,92853,472*

Robert D. Ravener(1)

191,705*

Rhonda M. Taylor(1)

95,617*

All current directors and executive officers
as a group (16(18 persons)(1)(2)(3)(4)(5)(6)


1,242,3941,092,149*

*
Denotes less than 1% of class.

(1)
Includes the following number of shares underlying restricted stock unitsRSUs (including additional RSUs credited as a result of dividend equivalents earned with respect to the RSUs) that are or could be settleable within 60 days of March 19, 201522, 2018 over which the person will not have voting or investment power until the restricted stock unitsRSUs are settled: Mr. Bryant (1,017)(3,892); Mr. Calbert (1,849)(11,520); Mss. Cochran and Fili-Krushel and Mr. Rhodes (1,912); Ms. Price (5,293); Mr. Rickard (6,461); Mr. Vasos (1,802); Mr. Garratt (402); Mr. Ravener and Ms. Taylor (1,321); and Mr. Rickard (2,493)all current directors and executive officers as a group (39,808). Also includes the following number of shares subject to options either currently exercisable or exercisable within 60 days of March 19, 201522, 2018 over which the person will not have voting or investment power until the options are exercised: each of Messrs. Bryant, Calbert, and Rhodes (11,035)(20,547); Ms. Cochran (3,145)(11,911); Ms. Fili-Krushel (3,031)(11,683); Ms. Price (3,597); Mr. Rickard (10,792); Mr. Dreiling (287,227); Mr. Tehle (23,186)(20,304); Mr. Vasos (52,029)(239,507); Mr. D'Arezzo (9,682)Garratt (41,060); Mr. Sparks (48,779)Owen (43,722); Mr. Ravener (166,094); Ms. Taylor (76,669); and all current directors and executive officers as a group (672,205)(734,872). Further includes the following number of shares underlying earned performance share unitsPSUs that are or could be settleable within 60 days of March 19, 201522, 2018 over which the person will not have voting or investment power until the performance share unitsPSUs are settled: Mr. Dreiling (13,092)Vasos (30,968); Messrs. Tehle, Vasos and Sparks (2,147)Mr. Garratt (7,547); Mr. Owen (7,127); Mr. Ravener (8,858); Ms. Taylor (8,682); and all current directors and executive officers as a group (27,214)(65,606). The shares described in this note are considered outstanding for the purpose of computing the percentage of outstanding stock owned by each named person and by the group but not for the purpose of computing the percentage ownership of any other person.

(2)
Ms. Price was unableShare totals have been rounded to purchase shares of our common stock pursuant to our share ownership guidelines for non-employee directors at the time she joined our Board because the trading window under our insider trading policy was closed.nearest whole share.

(3)
Mr. Calbert shares voting and investment power over 51,000 shares with his spouse, Barbara Calbert, as co-trustee of The Michael and Barbara Calbert 2007 Joint Revocable Trust.

(4)
Ms. Fili-Krushel shares voting and investment power over 2,500 shares with her spouse, Kenneth Krushel.

(5)
Ms. Price shares voting and investment power over 267 shares with her spouse, Michael Price.

(6)
Mr. Rhodes shares voting and investment power over 18,59723,597 shares with his spouse, Amy Rhodes, as Trusteepower of attorney of The Amy Plunkett Rhodes Revocable Living Trust, dated July 25,30, 2014.

(4)
Includes 163,018 shares of performance-based restricted stock over which Mr. Dreiling possesses voting power but will not possess investment power until such time, if any, as such shares may vest upon achievement of certain performance targets and other conditions.

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Table of Contents

PROPOSAL 2:
ADVISORY VOTE ON EXECUTIVE COMPENSATION

              In accordance with Section 14A of the Securities Exchange Act of 1934, as amended, we provide our shareholders each year with an opportunity to vote on an advisory basis on compensation paid to our named executive officers. Accordingly, we are asking our shareholders to provide an advisory, nonbinding vote to approve the compensation of our named executive officers as we have described it in "Compensation Discussion and Analysis" and in the accompanying compensation tables and related narrative discussion in the "Executive Compensation" section of this proxy statement.

              As discussed in detail in the "Compensation Discussion and Analysis" section above, the Compensation Committee actively oversees our executive compensation program, adopting changes to the program and awarding compensation as appropriate to reflect Dollar General's circumstances and to promote the main objectives of the program. Our compensation programs are designed 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. Under these programs, our named executive officers are rewarded for the achievement of specific annual and long-term goals and the realization of increased shareholder value. We firmly believe that the information we have provided in this proxy statement demonstrates that our executive compensation program was designed appropriately and is working to ensure that management's interests are aligned with our shareholders' interests to support long-term value creation.

              Our Board of Directors is asking our shareholders to indicate their support for our named executive officer compensation as described in this proxy statement in accordance with SEC rules by voting for this proposal. Because the vote on this proposal is advisory in nature, it will not affect any compensation already paid or awarded to any named executive officer and will not be binding on or overrule any decisions by the Compensation Committee or the Board. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers. This advisory vote is not a vote on the compensation of our Board of Directors or on our compensation policies as they relate to risk management, as described under "Compensation Risk Considerations" in the "Executive Compensation" section above.

              Although the vote we are asking shareholders to cast is advisory and is not binding, our Board and the Compensation Committee value the views of our shareholders and intend to consider the outcome of the vote, along with other relevant factors, when making future compensation decisions for our named executive officers.

              Our Board unanimously recommends that you voteFOR the approval of the compensation of our named executive officers as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the "Compensation Discussion and Analysis" and the accompanying compensation tables and related narrative discussion in the "Executive Compensation" section of this proxy statement.

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AUDIT COMMITTEE REPORT
Table of Contents


AUDIT COMMITTEE REPORT

              The Audit Committee of our Board of Directors has:

              Based on these reviews and discussions, the Audit Committee unanimously recommended to the Board of Directors that Dollar General's audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended January 30, 2015February 2, 2018 for filing with the SEC.

              While the Audit Committee has the responsibilities and powers set forth in its charter, the Audit Committee does not have the duty to plan or conduct audits or to determine that Dollar General's financial statements are complete, accurate, or in accordance with generally accepted accounting principles. Dollar General's management and independent auditor have this responsibility. The Audit Committee also does not have the duty to assure compliance with laws and regulations or with the policies of the Board of Directors.

              This report has been furnished by the members of the Audit Committee:

              The above Audit 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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PROPOSAL 3:
RATIFICATION OF APPOINTMENT OF AUDITORS

PROPOSAL 2:
RATIFICATION OF APPOINTMENT OF AUDITORS


Who is responsible for the selection of the independent auditor?

              The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent auditor that is retained to audit our financial statements.

Was the Audit Committee involved in the lead audit partner selection process?

              Yes. Prior to the selection of the current lead audit partner, the Chairman of the Audit Committee interviewed the lead audit partner candidates, and the Audit Committee discussed with management such candidates' qualifications and experience.

Does the Audit Committee evaluate the independent auditor and the lead audit partner?

              Yes. The Audit Committee annually evaluates the lead audit partner, as well as the independent auditor's qualifications, performance, and independence. The evaluation, which includes the input of management, entails consideration of a broad range of factors, including the quality of services and sufficiency of resources that have been provided; the skills, knowledge, and experience of the firm and the audit team; the effectiveness and sufficiency of communications and interactions; independence and level of objectivity and professional skepticism; reasonableness of fees; and other factors.

Who has the Audit Committee selected as the independent registered public accounting firm?

              TheAfter conducting the evaluation process discussed above, the Audit Committee has selected Ernst & Young LLP as our independent auditor for the 20152018 fiscal year. Ernst & Young LLP has served in that capacity since October 2001. The Audit Committee and the Board of Directors believe that the continued retention of Ernst & Young LLP is in the best interests of Dollar General and our shareholders.

Will representatives of Ernst & Young LLP attend the annual meeting?

              Representatives of Ernst & Young LLP have been requested and are expected to attend the annual meeting. These representatives will have the opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions.

What does the Board of Directors recommend?

              Our Board unanimously recommends that you voteFOR the ratification of Ernst & Young LLP as our independent auditor for the 20152018 fiscal year. The Audit Committee is not bound by a vote either for or against the firm. If the shareholders do not ratify this appointment, our Audit Committee will consider that result in selecting our independent auditor in the future.


Dollar General    |    2018 Proxy Statement    ·    Proposal 3: Ratification of Appointment of Auditors    53


Table of Contents

FEES PAID TO AUDITORS

FEES PAID TO AUDITORS


What fees were paid to the independent auditor in 20142017 and 2013?2016?

              The table below lists the aggregate fees for professional audit services rendered to us by Ernst & Young LLP for the audit of our consolidated financial statements for the past two fiscal years and fees billed for other services rendered by Ernst & Young LLP during the past two fiscal years:

Service
 2014 Aggregate Fees Billed ($) 2013 Aggregate Fees Billed ($) 

Audit Fees(1)

  2,071,205  2,313,782 

Audit-Related Fees(2)

  30,000  30,000 

Tax Fees(3)

  1,652,136  1,503,918 

All Other Fees(4)

  1,920  1,920
 

Service2017 Aggregate Fees Billed ($)2016 Aggregate Fees Billed ($) 

Audit Fees(1)

2,675,1242,555,582 

Audit-Related Fees(2)

35,00033,000 

Tax Fees(3)

1,804,5621,865,236 

All Other Fees(4)

1,9951,995 

(1)
2013Represents for each fiscal year the aggregate fees include feesbilled for professional services related to a debt offering and a sale-leaseback transaction, as well as fees for services related to secondary offeringsthe audit of our common stock by certainannual financial statements and review of financial statements included in our shareholders.Forms 10-Q and services that are normally provided in connection with statutory and regulatory filings or engagements.

(2)
2014Represents for each fiscal year the aggregate fees billed for assurance and 2013related services that are reasonably related to the performance of the audit or review of our financial statements. The fees include services relatingfor each year relate to the employee benefit plan audit.

(3)
20142017 and 20132016 fees relate primarily to tax compliance services, which represented $1,547,136$1,649,562 and $1,398,918$1,755,636 in 20142017 and 2013,2016, respectively, for work related to work opportunity tax credit assistance and foreign sourcing offices' tax compliance.compliance, as well as state tax credit assistance in 2017. The remaining tax fees for each such year relate to consulting services, includingare for tax advisory services related to inventory.

(4)
20142017 and 20132016 fees includeare for a subscription fee to an on-line accounting research tool.

How does the Audit Committee pre-approve services provided by the independent auditor?

              The Audit Committee pre-approves all audit and permissible non-audit services provided by our independent auditor. Where feasible, the Committee considers and, when appropriate, pre-approves services at regularly scheduled meetings after disclosure by management and the independent auditor of the nature of the proposed services, the estimated fees (when available), and their opinions that the services will not impair the independence of the independent auditor. The Committee's chairmanChairman (or any Committee member if the chairmanChairman is unavailable) may pre-approve such services in between Committee meetings, and must report to the Committee at its next meeting with respect to all services so pre-approved. The Committee pre-approved 100% of the services provided by Ernst & Young LLP during 20142017 and 2013.2016.


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SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE


SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE

              The U.S. securities laws require our executive officers, directors, and greater than 10% shareholders to file reports of ownership and changes in ownership on Forms 3, 4, and 5 with the SEC. Based solely upon a review of these reports furnished to us during and with respect to 2014,2017, or written representations that no Form 5 reports were required, we believe that each of those persons filed, on a timely basis, the reports required by Section 16(a) of the Exchange Act, except that Ms. Taylor filed 1 late Form 4Act.

SHAREHOLDER PROPOSALS
FOR 2019 ANNUAL MEETING

              All shareholder proposals and notices discussed below must be mailed to report 1 acquisition of performance-based stock options to purchase shares ofCorporate Secretary, Dollar General common stock resulting fromCorporation, 100 Mission Ridge, Goodlettsville, Tennessee 37072. Shareholder proposals and director nominations that are not included in our proxy materials will not be considered at any annual meeting of shareholders unless such proposals have complied with the achievementrequirements of certain financial performance targets.our amended and restated Bylaws.

              Shareholder Proposals.SHAREHOLDER PROPOSALS
FOR 2016 ANNUAL MEETING


    To be considered for inclusion in our proxy materials relating to the 20162019 annual meeting of shareholders (the "2019 Annual Meeting"), eligible shareholders must submit proposals that comply with Rule 14a-8 under the Exchange Act and other relevant SEC regulations no later thanfor our receipt by December 4, 2015.13, 2018.

              New Business at 2019 Annual Meeting.    To introduce other new business, including the nomination of directors (other than a proxy access nomination, which is described below) at the 2016 annual meeting,2019 Annual Meeting, you must providedeliver written notice to us no earlier than the close of business on January 28, 201630, 2019 and no later than the close of business on February 27, 2016,March 1, 2019, and comply with the advance notice provisions of our Bylaws. If we aredo not notified ofreceive a properly submitted shareholder proposal by February 27, 2016,March 1, 2019, then the proxies held by our management may provide the discretion to vote against such shareholder proposal even though the proposal is not discussed in our proxy materials sent in connection with the 2016 annual meeting2019 Annual Meeting.

              Proxy Access.    Our amended and restated Bylaws contain proxy access provisions that permit a shareholder, or a group of shareholders.

              Shareholder proposals should be mailedup to Corporate Secretary, Dollar General Corporation, 100 Mission Ridge, Goodlettsville, Tennessee 37072. Shareholder proposals that are not included20 shareholders, owning 3% or more of our stock continuously for at least three years, to nominate and include in our proxy materials will notcandidates for election as directors. Such shareholder or group may nominate up to 20% of our Board, provided that the shareholder or group and the nominee(s) satisfy the requirements specified in our Bylaws. In order to be considered at any annual meetingproperly brought before our 2019 Annual Meeting, an eligible shareholder's notice of shareholders unless such proposals have compliednomination of a director candidate pursuant to the proxy access provisions of our Bylaws must be received by us no earlier than the close of business on November 13, 2018 and no later than the close of business on December 13, 2018, and comply with the requirementsother relevant provisions of our Bylaws.Bylaws pertaining to proxy access nominees.

Dollar General    |    2018 Proxy Statement    ·    Section 16(a) Reporting Compliance & 2019 Shareholder Proposals    55



Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY IF YOU ARE NOT VOTING BY INTERNET OR PHONE, TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DOLLAR GENERAL CORPORATION M83246-P58093 ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! DOLLAR GENERAL CORPORATION ATTN: INVESTOR RELATIONS 100 MISSION RIDGE GOODLETTSVILLE, TN 37072 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information until 11:59 P.M. Eastern Time on May 26, 2015. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY Of FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions until 11:59 P.M. Eastern Time on May 26, 2015. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. 2. To ratify Ernst & Young LLP as the independent registered public accounting firm for fiscal 2015. In the discretion of the proxies named herein, such other business as may properly come before the meeting or any adjournment thereof. 1a. Warren F. Bryant 1b. Michael M. Calbert 1c. Sandra B. Cochran 1d. Richard W. Dreiling 1e. Patricia D. Fili-Krushel 1f. Paula A. Price 1g. William C. Rhodes, III 1h. David B. Rickard 1. Election of Directors Nominees: The Board of Directors recommends you vote FOR each of the listed nominees. For Against Abstain ! ! ! The Board of Directors recommends you vote FOR Proposal 2. for Against Abstain

VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information until 11:59 P.M. Eastern Time on May 29, 2018. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. DOLLAR GENERAL CORPORATION ATTN: INVESTOR RELATIONS 100 MISSION RIDGE GOODLETTSVILLE, TN 37072 ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions until 11:59 P.M. Eastern Time on May 29, 2018. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. IF YOU ARE NOT VOTING BY INTERNET OR PHONE, TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E41380-P00883 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DOLLAR GENERAL CORPORATION The Board of Directors recommends you vote FOR each of the listed nominees. 1. Election of Directors For Against Abstain Nominees: ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! 1a. Warren F. Bryant The Board of Directors recommends you vote FOR Proposals 2 and 3. 1b. Michael M. Calbert For Against Abstain ! ! ! 1c. Sandra B. Cochran 2. To approve, on an advisory (non-binding) basis, the compensation of Dollar General Corporation's named executive officers as disclosed in the proxy statement. 1d. Patricia D. Fili-Krushel ! ! ! 1e. Timothy I. McGuire 3. To ratify Ernst & Young LLP as the independent registered public accounting firm for fiscal 2018. 1f. Paula A. Price In the discretion of the proxies named herein, such other business as may properly come before the meeting or any adjournment(s) thereof. 1g. William C. Rhodes, III 1h. Ralph E. Santana 1i. Todd J. Vasos Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

 


Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. E41381-P00883 DOLLAR GENERAL CORPORATION Proxy solicited by and on behalf of the Board of Directors for the Annual Meeting of Shareholders to be held on May 30, 2018 The undersigned shareholder(s) of Dollar General Corporation, a Tennessee corporation (the "Company"), hereby acknowledge(s) receipt of the Notice of Annual Meeting of Shareholders and Proxy Statement dated April 12, 2018, and hereby appoint(s) Christine L. Connolly and Elizabeth S. Inman, or either of them, proxies, each with full power of substitution, and authorize(s) them to represent and to vote, as designated on the reverse side of this proxy card, all shares of common stock of the Company that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders of the Company to be held May 30, 2018 at 9:00 A.M. Central Time, in the Goodlettsville City Hall Auditorium, located at 105 South Main Street, Goodlettsville, Tennessee, and at any adjournment(s) thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted FOR each of the nominees for director in Proposal 1, FOR Proposals 2 and 3, and in the discretion of the proxies upon such other business as may properly come before the meeting or any adjournment(s) thereof. Continued and to be signed on reverse side

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. M83247-P58093 DOLLAR GENERAL CORPORATION Proxy solicited by and on behalf of the Board of Directors for the Annual Meeting of Shareholders to be held on May 27, 2015 The undersigned shareholder of Dollar General Corporation, a Tennessee corporation (the "Company"), hereby acknowledges receipt of the notice of annual meeting of shareholders and proxy statement dated April 2, 2015, and hereby appoints Christine L. Connolly and Elizabeth S. Inman, or either of them, proxies, each with full power of substitution, and authorizes them to represent and to vote, as designated on the reverse side of this proxy card, all shares of common stock of the Company that the shareholder is entitled to vote at the annual meeting of shareholders of the Company to be held May 27, 2015 at 9:00 A.M. Central Time, in the Goodlettsville City Hall Auditorium, located at 105 South Main Street, Goodlettsville, Tennessee, and at any adjournment(s) thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted FOR each of the nominees for director in Proposal 1, FOR Proposal 2, and in the discretion of the proxy holders upon such other business as may properly come before the meeting or any adjournment(s) thereof. Continued and to be signed on reverse side