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

SCHEDULE 14A

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

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	​	Dollar General Corporation 100 Mission Ridge Goodlettsville, Tennessee 37072
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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.

April 2, 201512, 2018

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	​	Dollar General Corporation 100 Mission Ridge Goodlettsville, Tennessee 37072
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

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

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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
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

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:

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:

              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

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.

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 120^th day and not later than the close of business on the 90^th day prior to the first anniversary of the prior year's annual meeting. However, if the meeting is held more than 30 days before or more than 60 days after such anniversary date, the notice must be received no earlier than the close of business on the 120^th day and not later than the close of business on the 90^th day prior to the date of such annual meeting. If the first public announcement of the annual meeting date is less than 100 days prior to the date of such annual meeting, the notice must be received by the 10^th day following the public announcement date.

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

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



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



•

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



•

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

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



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



•

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

              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

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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
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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
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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:

•

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



•

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



•

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



•

Conducting annual Board and committee performance evaluations.self-evaluations.

              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

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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

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Name	​	Fees Earned or Paid in Cash ($)(1)				​	Stock Awards ($)(2)		​	Option Awards ($)(3)				​	All Other Compensation ($)(4)				​	Total ($)		​
Warren F. Bryant	​	​	105,000		​	​	139,074		​	​	—		​	​	​	1,987		​	​	246,061		​
Michael M. Calbert	​	​	85,000		​	​	332,803		​	​	—		​	​	​	4,790		​	​	422,593		​
Sandra B. Cochran	​	​	85,000		​	​	139,074		​	​	—		​	​	​	1,987		​	​	226,061		​
Patricia D. Fili-Krushel	​	​	85,000		​	​	139,074		​	​	—		​	​	​	1,987		​	​	226,061		​
Paula A. Price	​	​	85,000		​	​	139,074		​	​	—		​	​	​	2,065		​	​	226,139		​
William C. Rhodes, III	​	​	100,000		​	​	139,074		​	​	—		​	​	​	1,987		​	​	241,061		​
David B. Rickard	​	​	107,500		​	​	139,074		​	​	—		​	​	​	1,987		​	​	248,561		​

(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:

•

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



•

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



•

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



•

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



•

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



•

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

              In addition, each non-employee director, including Ms. Price who joined the Board mid-year, receivedapplicable, along with an annual equity award with an estimated value of $125,000 on the grant date (as determined by Meridian using economic variables such as the trading priceRSUs, payable in shares of our common stock, expected volatility of the stock trading prices of similar companies, and the terms of the award) under our Amended and Restated 2007 Stock Incentive Plan. Sixty percentPlan (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 ($)				​	Estimated Value of Equity Award ($)				​
	​	2017	​	​	85,000		​	​	​	22,500		​	​	​	20,000		​	​	​	15,000		​	​	​	1,500		​	​	​	135,000		​	​
	​	2018	​	​	95,000		​	​	​	25,000		​	​	​	20,000		​	​	​	17,500		​	​	​	—		​	​	​	150,000		​	​

              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:

•

The equity award mix on or after January 31, 2015 will change from Options and RSUs to 100% RSUs;



•

RSU awards granted on or after January 31, 2015 will fully vest on the first anniversary of the grant date rather than 33.3%/year over three years; and



•

Equity awards granted on or after January 31, 2015 will allow for full accelerationsubject to certain accelerated vesting conditions. Directors may defer receipt of all unvested equity upon death, disability (as defined inshares underlying the applicable award agreement) or voluntary departure from the Board.

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

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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

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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:

•

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



•

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



•

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



•

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



•

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



•

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



•

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

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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

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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 Performance	​	ü	​	We 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	​	ü	​	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	​		​	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	​	ü	​	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	​	ü	​	None of our executives are eligible forWe do not provide tax gross-up payments other than on relocation-related items.
Prohibition onDouble-trigger provisions	​		​	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	​	ü	​	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	​		​	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 assessment		ü		Our 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.

CEO			​	Other NEOs (Average)
			​
	​		​
​	​	​	​	​

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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:

 •

Teamshare Bonus Program:  Each named executive officer earned a payout under our annual Teamshare bonus program of 113.03% of his or her target payout level based on achieving adjusted EBIT (as defined and calculated for purposes of the financial performance metrics used in connection with our 2014 performance-based compensation are as follows:

Teamshare bonus program) of $2.089 billion, or 101.3% of the adjusted EBIT target (see "Short-Term Cash Incentive Plan").



•

AdjustedPerformance Share Units:  The portion of the awards granted in March 2017 subject to 2017 adjusted EBITDA was $2.175performance were earned at 108.2% of target, based on achieving adjusted EBITDA of $2.484 billion, (versus $2.09 billion in 2013)or 100.8% of the adjusted EBITDA target, and, Adjustedfor the portion subject to 2017 adjusted ROIC was 19.50% (versus 19.89% in 2013)performance, 204.0% of target based on achieving adjusted ROIC of 18.69%, or 102.9% of the adjusted ROIC one-year 2017 target, in each case as defined and calculated for purposes of our outstanding performance share unit awards, resulting in the performance share units granted in March 2014 being earned at 95.10% of target.



•

Adjusted EBIT, as definedPSU award agreements (see "Significant Compensation-Related Actions" and calculated for purposes of our annual Teamshare bonus program, was $1.795 billion (96.97% of the target) compared to $1.742 billion (94.2% of target) in 2013, resulting in a 2014 Teamshare payout to participants at 84.84% of target."Long-Term Equity Incentive Program").



•

Adjusted EPS, as defined and calculated for purposes of Mr. Dreiling's performance-based restricted stock award granted in 2012, exceeded the 2014 target of $3.61 per share, resulting in the vesting of the first tranche of such award.

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



•

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



•

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



•

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



•

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

              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:

•

We generally targetIn determining total compensation, at awe consider the reasonable benchmarkedrange of the median range of total compensation of comparable positions at companies within our market comparator group, but we make adjustments based onwhile accounting for distinct circumstances not reflected in the market data such as unique job descriptions and responsibilities as well as our particular niche in the retail sector and the impact that are not reflected in the market data.a particular officer may have on our ability to meet business objectives. For competitive or other reasons, our levels of total compensation or any component of compensation may exceed or be below the median range of our market comparator group.



•

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



•

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



•

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

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

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

•

the executive'sand approves differing merit increases to base salary based upon each named executive officer's individual performance evaluation relativerating. The Committee then considers whether additional adjustments are necessary to other executives supports a higherreflect performance, responsibilities or lower percentage increase;



•

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



•

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



•

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

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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:

              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:

•

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



•

(d) unless the Committee disallows any such item, (a) non-cash asset impairments; (b)(i) any significantunbudgeted loss as a result of an individual litigation, judgmentthe resolution of a legal matter or lawsuit settlement (including a collective or class action lawsuit and security holder lawsuit, among others); (c) charges for business restructurings; (d) losses due to new or modified tax or other legislation or accounting changes enacted after the beginning(ii) any unplanned loss(es), net of the 2014 fiscal year; (e) significant tax settlements; and (f) any significantrelated unplanned itemsgains, of a non-recurring nature, provided that in the case of each of (i) and (ii) such amount equals or extraordinary nature.

              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."

              (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:

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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-thirds2^nd and 3^rd 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.

              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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              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

 •

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





 •

We pay the premiums for each named executive officer'sa life insurance benefit equal to 2.5 times his base salary up to a maximum of $3$4 million.





 •

We provide a salary continuation program that provides income replacement for up to 26 weeks at 100% of base salary for the first three weeks and 70% of base salary thereafter. In addition to the income replacement benefit, we also pay administrative fees for each named executive officer for short-term disability coverage, which provides income replacement of up to 70% of monthly base salary inassociated with the case of a short-term disability.program. We also pay the premiums for each named executive officer under a group long-term disability plan whichthat provides 60% of base salary up to a maximum monthly benefit of $400,000.

$20,000.



 •

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





 •

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




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

•

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



•

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



•

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



•

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

              CEO Employment Transition Agreement.    As previously disclosed, Mr. Dreiling intends to retire on January 29, 2016 (the "Retirement Date"). In light of the announced retirement plans, the Compensation Committee deemed Mr. Dreiling's performance for 2014 to be satisfactory and determined his 2015 compensation as part of our negotiated employment transition agreement with him, effective March 10, 2015, which superseded his employment agreement. The terms of the employment transition agreement were negotiated in order to secure Mr. Dreiling's services through the Retirement Date and ensure a smooth transition to his successor. The employment transition agreement contains business protection provisions, including non-competition and non-solicitation provisions, for two years following the service termination date.

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

              Pursuant to the employment transition agreement, Mr. Dreiling's annual salary was increased to $1,368,242 effective April 1, 2015 to reflect the same 2.95% base salary increase that was budgeted for our entire U.S.-based employee population; he is eligible to participate in the 2015 Teamshare program at the same threshold, target and maximum levels as the prior year; in lieu of receiving an annual equity award in 2015 under the long-term incentive program he instead was awarded 57,670 restricted stock units (the "Transition RSU Award"); he will retain coverage through the Retirement Date under all employee benefit plans and is entitled to all welfare, fringe and other benefits and perquisites that are available to all other executives of the Company; and he is entitled to limited additional perquisites including reimbursement for up to $15,000 of legal expenses for review of the employment transition agreement, payment of the premiums on his portable long-term disability insurance through the Retirement Date, and personal use of the Company's airplane for his and his spouse's travel between Nashville, Tennessee, and Livermore, California, while he continues to serve as Chief Executive Officer, not to exceed 100 hours total during the period of time beginning with the effective date of the employment transition agreement and continuing through the Successor CEO Date or the Retirement Date, whichever occurs first, but in no event more than 16 hours per month. The employment transition agreement provides for certain payments to Mr. Dreiling in the event of his termination of employment by the Company without cause or by Mr. Dreiling for good reason or in the event of death or disability, with each of "cause," "good reason" and "disability" as defined in the employment transition agreement.




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              Mr. Dreiling's outstanding equity awards will continue to vest, if at all, in accordance with the terms of the applicable award agreements. The Transition RSU Award is a time-based award scheduled to vest in full as of Mr. Dreiling's voluntary termination of employment on or after the Retirement Date, subject to accelerated vesting in the event of his termination of employment by the Company without cause or by Mr. Dreiling for good reason or in the event of death or disability or a change in control. Once vested, the Transition RSU Award is scheduled to be paid as to fifty percent of the award on each of the first two anniversaries of the grant date, subject to accelerated payment in the event of death or disability or a change in control prior to a payment date. Each of "cause," "good reason," "disability" and "change in control" are as defined in the award agreement. The Transition RSU Award will be payable in an equal number of shares of Company common stock, subject to reduction, cancellation, forfeiture or recoupment, in whole or in part, upon various events specified in the award agreement, including but not limited to the breach of the business protection provisions set forth in the employment transition agreement.

Severance Arrangements

              As noted above, we have an employment agreement with each of our named executive officers and an employment transition agreement with Mr. Dreiling that, among other things, provides for such executive's rights upon a termination of employment.employment in exchange for valuable business protection provisions for us. We believe that reasonable severance benefits are appropriate to protect the named executive officer against circumstances over which he or she does not have control and as consideration for the promises of non-disclosure, non-competition, non-solicitation, and non-interference, as well as the clawback rights, that we require in our employment agreements. A change in control, by itself ("single trigger"), does not trigger any severance provision applicable to our named executive officers, except for the provisions related to long-term outstanding

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equity incentives under our Amended and Restated 2007 Stock Incentive Plan.awards granted prior to 2016. Equity awards granted in or after 2016 do not provide for single trigger vesting acceleration but rather require a termination event within a certain period of time following a change in control to accelerate vesting of such equity awards.

Considerations Associated with Regulatory Requirements

              Under Section 162(m) of the Internal Revenue Code, we generally disallowsmay not take a tax deduction to any publicly held corporation for individual compensation over $1 million paid in any taxable year to each of the persons that meet the definition of a covered employee under Section 162(m). For fiscal 2017, covered employees were those who were, at the end of the fiscal year, Dollar General'sour CEO or one of the other named executive officers (other than our CFO)Chief Financial Officer, or "CFO"). Section 162(m) specifically exemptsAs a result of U.S. tax law changes, for fiscal years beginning after December 31, 2017, an individual who is a covered employee for any taxable year beginning after December 31, 2016 will continue to be a covered employee for all subsequent taxable years, and the definition of covered employee will include, in addition to those who were, at the end of the fiscal year, one of our named executive officers (other than the CEO or CFO), anyone who held the position of CEO or CFO at any time during the fiscal year.

              Prior to the U.S. tax law changes, certain performance-based compensation was exempt from the Section 162(m) deduction limit. The PSUs and stock options granted prior to 2018 under our Stock Incentive Plan, as well as the 2017 Teamshare cash incentive program under our Annual Incentive Plan, were intended to meet the requirements of this performance-based compensation exemption. However, for tax years beginning after December 31, 2017, the performance-based compensation exemption will be eliminated unless the compensation qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. At this time, we do not believe that the PSUs granted in 2017 and a portion of our 2017 Teamshare program will qualify for the exemption from the deduction limit.limit under the transition relief provisions.

              If ourThe Compensation Committee determines that our shareholders' interests are best served bycontinues to view the implementationtax deductibility of executive compensation policies that are affected by Section 162(m), our policies will not restrictas one of many factors to be considered in the Committee from exercising discretioncontext of its overall compensation philosophy and therefore reserves the right to approve compensation packages even though that flexibility may result in certain non-deductible compensation expenses.

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

              In addition, any salary, signing bonuses or other annual compensation paid or imputed to the executive officers covered by Section 162(m) that causes non-performance-based compensation to exceed the $1 million limit will not be deductible by Dollar General. However, we believe that our Amended and Restated Annual Incentive Plan currently satisfies the requirements of Section 162(m), so that compensation expense realized in connection with short-term incentive payments under our Teamshare program, if any, will be deductible.

              The Committee administers our executive compensation program with the good faith intention of complying with Section 409A of the Internal Revenue Code, which relates to the taxation of nonqualified deferred compensation arrangements.




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Compensation Committee Report


              The Compensation Committee of our Board of Directors reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this document.

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

•

Patricia D. Fili-Krushel, Chairperson

 •

Warren F. Bryant Chairman



•

Patricia D. Fili-Krushel



•

William C. Rhodes, IIITimothy I. McGuire

              The above Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Dollar General filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent Dollar General specifically incorporates this report by reference therein.




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Summary Compensation Table


              The following table summarizes compensation paid to or earned by our named executive officers in each of the 2014, 20132017, 2016, and 20122015 fiscal years. We have omitted from this table the columns for Bonus"Bonus" and Change"Change in Pension Value and Nonqualified Deferred Compensation EarningsEarnings" because they are inapplicable.

Name and Principal Position(1)		Year			Salary ($)(2)			Stock Awards ($)(3)			Option Awards ($)(4)			Non-Equity Incentive Plan Compensation ($)(5)			All Other Compensation ($)			Total ($)
Richard W. Dreiling,			2014			1,323,789			3,503,208			2,790,016			1,465,747			681,392(6)			9,764,152
Chairman &			2013			1,291,515			3,440,634			2,059,459			—			855,567			7,647,175
Chief Executive Officer			2012			1,235,626			16,554,441			3,091,549			1,591,956			686,688			23,160,260
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
David M. Tehle,			2014			727,140			602,090			479,529			402,558			136,438(7)			2,347,755
Executive Vice President &			2013			709,413			625,574			374,452			—			172,598			1,882,037
Chief Financial Officer			2012			677,136			295,483			507,162			436,209			191,915			2,107,905
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Todd J. Vasos,			2014			765,342			821,048			653,913			521,486			67,422(8)			2,829,211
Chief Operating Officer			2013			699,549			625,574			422,846			—			72,464			1,820,433
			2012			654,617			295,483			507,162			421,698			76,435			1,955,395
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
David W. D'Arezzo,			2014			663,297			602,090			479,529			367,213			274,737(9)			2,386,866
Executive Vice President &
Chief Merchandising Officer
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Gregory A. Sparks,			2014			635,676			602,090			479,529			351,922			56,960(10)			2,126,177
Executive Vice President,			2013			620,178			625,574			374,452			—			300,228			1,920,432
Store Operations			2012			523,618			295,483			507,162			338,643			65,404			1,730,310

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Name and Principal Position(1)	​	Year		​	Salary ($)(2)		​	Stock Awards ($)(3)		​	Option Awards ($)(4)		​	Non-Equity Incentive Plan Compensation ($)(5)				​	All Other Compensation ($)				​	Total ($)		​
Todd J. Vasos,	​	2017		​	1,127,543		​	2,847,697		​	2,827,461		​	​	1,921,028		​	​	​	82,680		(6)	​​	8,806,409		​
Chief Executive Officer	​	2016		​	1,083,375		​	2,317,164		​	4,194,777		​	​	915,411		​	​	​	82,561		​	​	8,593,288		​
​	​	2015		​	926,605		​	808,022		​	5,932,285		​	​	956,548		​	​	​	99,541		​	​	8,723,001		​
​	​	​		​	​		​	​		​	​		​	​				​	​				​	​		​
John W. Garratt,	​	2017		​	597,256		​	664,463		​	659,739		​	​	520,441		​	​	​	60,636		(7)	​	2,502,535		​
Executive Vice President &	​	2016		​	511,603		​	637,226		​	655,955		​	​	277,981		​	​	​	47,247		​	​	2,130,012		​
Chief Financial Officer	​	2015		​	339,405		​	180,374		​	303,694		​	​	199,223		​	​	​	66,150		​	​	1,088,846		​
​	​	​		​	​		​	​		​	​		​	​				​	​				​	​		​
Jeffery C. Owen,	​	2017		​	630,529		​	664,463		​	659,739		​	​	536,861		​	​	​	64,747		(8)	​​	2,556,339		​
Executive Vice President,	​	2016		​	613,924		​	637,226		​	655,955		​	​	333,578		​	​	​	55,863		​	​	2,296,546		​
Store Operations	​			​			​			​			​	​			​	​	​			​	​			​
​	​	​		​	​		​	​		​	​		​	​				​	​				​	​		​
Robert D. Ravener,	​	2017		​	558,365		​	711,960		​	706,865		​	​	476,167		​	​	​	58,040		(9)	​	2,511,397		​
Executive Vice President &	​	2016		​	538,841		​	637,226		​	655,955		​	​	293,012		​	​	​	50,734		​	​	2,175,768		​
Chief People Officer	​	2015		​	521,999		​	592,530		​	599,657		​	​	372,291		​	​	​	50,700		​	​	2,137,177		​
​	​	​		​	​		​	​		​	​		​	​				​	​				​	​		​
Rhonda M. Taylor,	​	2017		​	554,396		​	688,211		​	683,302		​	​	472,039		​	​	​	92,365		(10)	​​	2,490,313		​
Executive Vice President &	​	2016		​	539,371		​	637,226		​	655,955		​	​	293,300		​	​	​	95,609		​	​	2,221,461		​
General Counsel	​	2015		​	515,645		​	592,530		​	599,657		​	​	362,026		​	​	​	66,702		​	​	2,136,560		​
​	​	​		​	​		​	​		​	​		​	​				​	​				​	​		​

(1)

Mr. Vasos was promoted toserved as Chief Operating Officer from November 2013 until his promotion to CEO in November 2013.June 2015. Mr. D'ArezzoGarratt joined Dollar General in November 2013October 2014 as Senior Vice President, Finance and Strategy, assumed the role of interim Chief Financial Officer in July 2015, and was promoted to Executive Vice President and Chief Financial Officer in December 2015. Mr. Owen joined Dollar General in June 2015 but was not a named executive officer for 2013 or 2012. Mr. Sparks joined Dollar General in March 2012. Messrs. Dreiling and Tehle have announced their intention to retire on January 29, 2016 and July 1, 2015, respectively.2015.



(2)

Each named executive officer deferred under the CDP a portion of his salary earned in each of the fiscal years for which salaries are reported above for the applicable named executive officer, except for Mr. Sparks who deferred a portion of his salary earned in fiscal years 2014 and 2013 but not fiscal year 2012. Except for Mr. D'Arezzo, each named executive officer contributed to our 401(k) Plan a portion of his salary earned in each of the fiscal years for which salaries are reported above for the applicable named executive officer. The amounts of the fiscal 20142017 salary deferrals under the CDP are included in the Nonqualified Deferred Compensation Table.



(3)

The amounts reported represent the respective aggregate grant date fair value of performance share unitsPSUs and, for 2015, RSUs awarded in each fiscal year for which compensation is required to be reported in the applicable named executive officer in fiscal 2014, fiscal 2013 and fiscal 2012, the aggregate grant date fair value of the performance-based restricted stock awarded to Mr. Dreiling in fiscal 2012 and the aggregate grant date fair value of the restricted stock units awarded totable for each named executive officer, in fiscal 2014 and fiscal 2013, in each case computed in accordance with FASB ASC Topic 718. The performance share units and the performance-based restricted stockPSUs are subject to performance conditions, and the reported value at the grant date is based upon the probable outcome of such conditions on such date. The values of the awardsPSUs at the grant date assuming that the highest level of performance conditions will be achieved are as follows: $5,268,189, $3,431,879, and $3,602,534follows for Mr. Dreiling's performance share units granted ineach fiscal 2014, fiscal 2013 and fiscal 2012, respectively, $14,753,174year required to be reported for Mr. Dreiling's performance-based restricted stock, $1,234,699 for the performance share units granted to Mr. Vasos in fiscal 2014, $905,481 for the performance share units granted to each of Messrs. Tehle, D'Arezzo and Sparks in fiscal 2014, and $623,987 and $590,965 for the performance share units granted to each of Messrs. Tehle, Vasos, and Sparks in fiscalapplicable named executive officer:




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Fiscal Year	​	Mr. Vasos ($)				​	Mr. Garratt ($)				​	Mr. Owen ($)				​	Mr. Ravener ($)				​	Ms. Taylor ($)				​
2017	​	​	8,543,092		​	​	​	1,993,388		​	​	​	1,993,388		​	​	​	2,135,879		​	​	​	2,064,633		​	​
2016	​	​	6,951,492		​	​	​	1,911,679		​	​	​	1,911,679		​	​	​	1,911,679		​	​	​	1,911,679		​	​
2015	​	​	1,212,033		​	​	​	270,561		​	​	​	N/A		​	​	​	888,794		​	​	​	888,794		​	​

2013 and fiscal 2012, respectively. Information regarding the assumptions made in the valuation of these awards is set forth in Note 109 of the annual consolidated financial statements in our 20142017 Form 10-K.

(4)

The amounts reported represent the respective aggregate grant date fair value of stock options awarded to the applicable named executive officer in the fiscal year indicated, computed in accordance with FASB ASC Topic 718. Information regarding assumptions made in the valuation of these awards is set forth in Note 109 of the annual consolidated financial statements in our 20142017 Form 10-K.



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(5)

Represents amounts earned pursuant to our Teamshare bonus program for each fiscal year reported. See the discussion of the "Short-Term Cash Incentive Plan" in "Compensation Discussion and Analysis" above. Except for Mr. Vasos who deferred 10%5% of his fiscal 20122017 Teamshare bonus payment reported above under our CDP, no named executive officerthe CDP. Messrs. Vasos and Garratt each deferred any portion5% of his fiscal 2016 Teamshare bonus paymentspayment reported above under the CDP. Mr. Vasos deferred 5% of his fiscal 2015 Teamshare bonus payment reported above under the CDP.



(6)

Includes $125,508 for our contribution to the SERP$42,740 and $53,057 and $13,126,$13,631, respectively, for our match contributions to the CDP and the 401(k) Plan; $7,775 for premiums paid under a personal portable long-term disability policy; $1,692$2,362 for premiums paid under our life insurance program; $720 for premiums paid under our group long-term disability program; and $479,514$23,947 which represents the aggregate incremental cost of providing certain perquisites, including $451,816$19,567 for costs associated with personal airplane usage, $19,472 for costs associated with financial and estate planning services and other amounts for perquisites which individually did not equal or exceed the greater of $25,000 or 10% of total perquisites, including sportingcosts associated with attendance by him and otherhis guests at entertainment events, premiums paid under our group long-term disability program, miscellaneous gifts, nominal incremental costs incurred for a guest to accompany him on business, and an administrative fee for coverage under our short-term disability program, as well as participation in a group umbrella liability insurance program which is offered at no incremental cost to Dollar General through a third party vendor at a group rate paid by the executive and coverage under our business travel accident insurance for which Dollar General pays a flat fee for the eligible employee population but incurs no incremental cost foras a result of the participation by the named executive officers in addition to other employees. The aggregate incremental cost related to the personal airplane usage was calculated using costs we would not have incurred but for the personal usage (including costs incurred as a result of "deadhead" legs of personal flights), including fuel costs, variable maintenance costs, crew expenses, landing, parking and other associated fees, supplies and catering costs.officers.



(7)

Includes $68,940 for our contribution to the SERP$15,946 and $23,284 and $13,218,$13,896, respectively, for our match contributions to the CDP and the 401(k) Plan; $1,025$1,254 for premiums paid under our life insurance program; $720 for premiums paid under our group long-term disability program; and $29,251$29,540 which represents the aggregate incremental cost of providing certain perquisites, including $19,472$19,567 for costs associated with financial and estate planning services, $5,000 of directed charitable donations, and other amounts for perquisites which individually did not equal or exceed the greater of $25,000 or 10% of total perquisites, including a directed donation to charity, sportingcosts associated with attendance by him and otherhis guests at entertainment events, premiums paid under our group long-term disability program, an executive physical medical examination, miscellaneous gifts, and an administrative fee for coverage under our short-term disability program, as well as participation in a group umbrella liability insurance program offered at no incremental cost to Dollar General through a third party vendor at a group rate paid by the executive and coverage under our business travel accident insurance for which Dollar General pays a flat fee for the eligible employee population but incurs no incremental cost foras a result of the participation by the named executive officers in addition to other employees.officers.



(8)

Includes $25,190$17,957 and $13,201,$13,566, respectively, for our match contributions to the CDP and the 401(k) Plan; $1,079$1,321 for premiums paid under our life insurance program; $720 for premiums paid under our group long-term disability program; and $27,232$31,903 which represents the aggregate incremental cost of providing certain perquisites, including $19,472$19,567 for costs associated with financial and estate planning services, $5,000 of directed charitable donations, and other amounts for perquisites which individually did not equal or exceed the greater of $25,000 or 10% of total perquisites, including sporting and other entertainment events, travel costs for spouse to accompany the executive on business, miscellaneous gifts, minimal costs associated with personal airplane usageattendance by him and an administrative fee for coverage under our short-term disability program, as well as participation in a group umbrella liability insurance program offeredhis guests at no incremental cost to Dollar General through a third party vendor at a group rate paid by the executive and coverage under our business travel accident insurance for which Dollar General incurs no incremental cost for participation by the named executive officers in addition to other employees. See footnote 6 above for the methodology used to calculate aggregate incremental cost related to personal airplane usage.



(9)

Includes $30,390 and $2,636, respectively, for our match contributions to the CDP and the 401(k) Plan; $15,096 for tax gross-ups related to relocation; $651 for premiums paid under our life insurance program;




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$720 forentertainment events, premiums paid under our group long-term disability program; and $225,244 which represents the aggregate incremental cost of providing certain perquisites, including $217,875 for costs associated with relocation and other amounts for perquisites which individually did not equal or exceed the greater of $25,000 or 10% of total perquisites, including sporting and other entertainment events, travel costs for spouse to accompany the executive on business,program, miscellaneous gifts, and an administrative fee for coverage under our short-term disability program, as well as participation in a group umbrella liability insurance program offered at no incremental cost to Dollar General through a third party vendor at a group rate paid by the executive and coverage under our business travel accident insurance for which Dollar General pays a flat fee for the eligible employee population but incurs no incremental cost foras a result of the participation by the named executive officers in addition to other employees. The aggregate incremental cost related to relocation included costs of transporting his automobile, home finding expenses, reimbursement for the costs of trips to and from his former home and home sale costs incurred in connection with the sale of his former home (such as appraisals, inspections, pre-title expenses, title and deed costs, broker's commission, document preparation fees, recording fees and legal fees).

officers.



(10)(9)

Includes $18,720$14,335 and $13,060,$13,579, respectively, for our match contributions to the CDP and the 401(k) Plan; $897$1,170 for premiums paid under our life insurance program; $720 for premiums paid under our group long-term disability program; and $23,563$28,956 which represents the aggregate incremental cost of providing certain perquisites, including $19,472$19,567 for financial and estate planning services, $5,000 of directed charitable donations, and other amounts for perquisites which individually did not equal or exceed the greater of $25,000 or 10% of total perquisites, including sportingcosts associated with attendance by him and otherhis guests at entertainment events, premiums paid under our group long-term disability program, an executive physical medical examination, miscellaneous gifts, nominal incremental costs incurred for his spouse to accompany him on business, and an administrative fee for coverage under our short-term disability program, as well as participation in a group umbrella liability insurance program offered at no incremental cost to Dollar General through a third party vendor at a group rate paid by the executive and coverage under our business travel accident insurance for which Dollar General pays a flat fee for the eligible employee population but incurs no incremental cost foras a result of the participation by the named executive officersofficers.



(10)

Includes $63,486 for our contribution to the SERP and $14,159 and $13,558, respectively, for our match contributions to the CDP and the 401(k) Plan; and $1,162 for premiums paid under our life insurance program. Perquisites and personal benefits totaled less than $10,000 and accordingly are not included in addition to other employees.the table.



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Grants of Plan-Based Awards in Fiscal 20142017


              The table below sets forthshows each named executive officer's annualfiscal 2017 Teamshare bonus opportunity for fiscal 2014 under "Estimated Possible Payouts Under Non-Equity Incentive Plan Awards." The actual bonus amountActual amounts earned by each named executive officer under the fiscal 20142017 Teamshare program is set forthare shown in the Summary Compensation Table above and, representsfor those who received such payments, represent prorated payment on a graduated scale for financial performance between the thresholdtarget and targetmaximum performance levels. See "Short-Term Cash Incentive Plan" in "Compensation Discussion and Analysis" above for discussion of the fiscal 2014such Teamshare program.

              The table below also includesshows information regarding equity awards made to our named executive officers for fiscal 2014.2017, all of which were granted pursuant to our Stock Incentive Plan. The awards listed under "Estimated PossibleFuture Payouts Under Equity Incentive Plan Awards" include the threshold, target, and maximum number of performance share unitsPSUs which could be earned by each named executive officer based upon the level of achievement of the applicable financial performance measures for fiscal 2014. The awards listed under "All Other Stock Awards" represent restricted stock units payable in shares of common stock on a one-for-one basis that vest over time based upon the named executive officer's continued employment by Dollar General.measures. The awards listed under "All Other Option Awards" include non-qualified stock options that vest over time based upon the applicable named executive officer's continued employment by Dollar General. The awards listed in this table were granted pursuant to our Amended and Restated 2007 Stock Incentive Plan. See "Long-Term Equity Incentive Program" in "Compensation Discussion and Analysis" above for further discussion of these awards. We have omitted from this table the column for "All Other Stock Awards" because it is inapplicable.

																							All Other Stock Awards: Number of Shares of Stock or Units (#)			All Other Option Awards: Number of Securities Underlying Options (#)
					Estimated Possible Payouts Under Non-Equity Incentive Plan Awards									Estimated Possible Payouts Under Equity Incentive Plan Awards															Exercise or Base Price of Option Awards ($/Sh)(1)			Grant Date Fair Value of Stock and Option Awards ($)(2)
Name		Grant Date			Threshold ($)			Target ($)			Maximum ($)			Threshold (#)			Target (#)			Maximum (#)
Mr. Dreiling			—			863,873			1,727,746			5,183,237			—			—			—			—			—			—			—
			3/18/14			—			—			—			—			—			—			—			161,817			57.91			2,790,016
			3/18/14			—			—			—			—			—			—			30,170			—			—			1,747,145
			3/18/14			—			—			—			15,162			30,324			90,972			—			—			—			1,756,063
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Mr. Tehle			—			237,257			474,514			1,423,543			—			—			—			—			—			—			—
			3/18/14			—			—			—			—			—			—			—			27,812			57.91			479,529
			3/18/14			—			—			—			—			—			—			5,185			—			—			300,263
			3/18/14			—			—			—			2,606			5,212			15,636			—			—			—			301,827
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Mr. Vasos			—			307,350			614,700			1,844,100			—		��	—			—			—			—			—			—
			3/18/14			—			—			—			—			—			—			—			37,926			57.91			653,913
			3/18/14			—			—			—			—			—			—			7,071			—			—			409,482
			3/18/14			—			—			—			3,554			7,107			21,321			—			—			—			411,566
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Mr. D'Arezzo			—			216,426			432,851			1,298,554			—			—			—			—			—			—			—
			3/18/14			—			—			—			—			—			—			—			27,812			57.91			479,529
			3/18/14			—			—			—			—			—			—			5,185			—			—			300,263
			3/18/14			—			—			—			2,606			5,212			15,636			—			—			—			301,827
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Mr. Sparks			—			207,413			414,827			1,244,480			—			—			—			—			—			—			—
			3/18/14			—			—			—			—			—			—			—			27,812			57.91			479,529
			3/18/14			—			—			—			—			—			—			5,185			—			—			300,263
			3/18/14			—			—			—			2,606			5,212			15,636			—			—			—			301,827

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	​			​	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards												​	Estimated Future Payouts Under Equity Incentive Plan Awards														​					​					​					​
	​																															​	All Other Option Awards: Number of Securities Underlying Options (#)				​					​					​
	​																																				​	Exercise or Base Price of Option Awards ($/Sh)(1)				​	Grant Date Fair Value of Stock and Option Awards ($)(2)				​
Name	​	Grant Date		​	Threshold ($)				​	Target ($)		​	Maximum ($)				​	Threshold (#)				​	Target (#)				​	Maximum (#)																			​
Mr. Vasos	​	—		​	​	849,750		​	​	1,699,500		​	​	5,098,500		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/22/17		​	​	—		​	​	—		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	161,512		​	​	​	70.68		​	​	​	2,827,461		​	​
	​	03/22/17		​	​	—		​	​	—		​	​	—		​	​	​	20,145		​	​	​	40,290		​	​	​	120,870		​	​	​	—		​	​	​	—		​	​	​	2,847,697		​	​
​	​	​		​	​				​	​		​	​				​	​				​	​				​	​				​	​				​	​				​	​				​
Mr. Garratt	​	—		​	​	230,213		​	​	460,425		​	​	1,381,275		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/22/17		​	​	—		​	​	—		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	37,686		​	​	​	70.68		​	​	​	659,739		​	​
	​	03/22/17		​	​	—		​	​	—		​	​	—		​	​	​	4,701		​	​	​	9,401		​	​	​	28,203		​	​	​	—		​	​	​	—		​	​	​	664,463		​	​
​	​	​		​	​				​	​		​	​				​	​				​	​				​	​				​	​				​	​				​	​				​
Mr. Owen	​	—		​	​	237,476		​	​	474,952		​	​	1,424,855		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/22/17		​	​	—		​	​	—		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	37,686		​	​	​	70.68		​	​	​	659,739		​	​
	​	03/22/17		​	​	—		​	​	—		​	​	—		​	​	​	4,701		​	​	​	9,401		​	​	​	28,203		​	​	​	—		​	​	​	—		​	​	​	664,463		​	​
​	​	​		​	​				​	​		​	​				​	​				​	​				​	​				​	​				​	​				​	​				​
Mr. Ravener	​	—		​	​	210,628		​	​	421,256		​	​	1,263,769		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/22/17		​	​	—		​	​	—		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	40,378		​	​	​	70.68		​	​	​	706,865		​	​
	​	03/22/17		​	​	—		​	​	—		​	​	—		​	​	​	5,037		​	​	​	10,073		​	​	​	30,219		​	​	​	—		​	​	​	—		​	​	​	711,960		​	​
​	​	​		​	​				​	​		​	​				​	​				​	​				​	​				​	​				​	​				​	​				​
Ms. Taylor	​	—		​	​	208,802		​	​	417,605		​	​	1,252,814		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/22/17		​	​	—		​	​	—		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	39,032		​	​	​	70.68		​	​	​	683,302		​	​
	​	03/22/17		​	​	—		​	​	—		​	​	—		​	​	​	4,869		​	​	​	9,737		​	​	​	29,211		​	​	​	—		​	​	​	—		​	​	​	688,211		​	​
​	​	​		​	​				​	​		​	​				​	​				​	​				​	​				​	​				​	​				​	​				​

(1)

The per share exercise price was calculated based on the closing market price of one share of our common stock on the date of grant as reported by the NYSE.



(2)

Represents the aggregate grant date fair value of each equity award, computed in accordance with FASB ASC Topic 718. For equity awards that are subject to performance conditions, the value at the grant date is based upon the probable outcome of such conditions. For information regarding the assumptions made in the valuation of these awards, see Note 109 of the annual consolidated financial statements included in our 20142017 Form 10-K.



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Outstanding Equity Awards at 20142017 Fiscal Year-End


              The table below sets forth information regarding awards granted under our Amended and Restated 2007 Stock Incentive Plan and held by our named executive officers as of the end of fiscal 2014. The $7.9975 exercise price set forth in the table below reflects an adjustment made in connection with a special dividend paid to our shareholders in September 2009 to reflect the effects of such dividend on such options, as required by the terms of such options. In October 2009, we completed a reverse split of 1 share for each 1.75 shares of common stock outstanding. The exercise prices of, and number of shares outstanding under, our equity awards existing at the time of the reverse stock split were retroactively adjusted to reflect the reverse split and are reflected below.2017. We have omitted from this table the column for Equity"Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned OptionsOptions" because it is inapplicable.

		Option Awards												Stock Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)			Option Expiration Date			Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Mr. Dreiling			11,653	(1)		—			7.9975			07/06/2017			—			—			—			—
			100,000	(2)		—			29.38			04/23/2020			—			—			—			—
			114,114	(3)		114,112	(3)		45.25			03/20/2022			—			—			—			—
			37,801	(4)		113,403	(4)		48.11			03/18/2023			—			—			—			—
			—			161,817	(5)		57.91			03/18/2024			—			—			—			—
			—			—			—			—			—			—			326,037	(6)		21,864,041	(6)
			—			—			—			—			13,092	(7)		877,950	(7)		—			—
			—			—			—			—			9,392	(8)		629,828	(8)		—			—
			—			—			—			—			19,224	(9)		1,289,161	(9)		—			—
			—			—			—			—			23,898	(10)		1,602,600	(10)		—			—
			—			—			—			—			30,170	(11)		2,023,200	(11)		—			—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Mr. Tehle			18,720	(3)		18,720	(3)		45.25			03/20/2022			—			—			—			—
			6,873	(4)		20,619	(4)		48.11			03/18/2023			—			—			—			—
			—			27,812	(5)		57.91			03/18/2024			—			—			—			—
			—			—			—			—			2,147	(7)		143,978	(7)		—			—
			—			—			—			—			1,708	(8)		114,538	(8)		—			—
			—			—			—			—			3,304	(9)		221,566	(9)		—			—
			—			—			—			—			4,344	(10)		291,309	(10)		—			—
			—			—			—			—			5,185	(11)		347,706	(11)		—			—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Mr. Vasos			18,720	(3)		18,720	(3)		45.25			03/20/2022			—			—			—			—
			6,873	(4)		20,619	(4)		48.11			03/18/2023			—			—			—			—
			720	(12)		2,160	(12)		56.48			12/03/2023			—			—			—			—
			—			37,926	(5)		57.91			03/18/2024			—			—			—			—
			—			—			—			—			2,147	(7)		143,978	(7)		—			—
			—			—			—			—			1,708	(8)		114,538	(8)		—			—
			—			—			—			—			4,506	(9)		302,172	(9)		—			—
			—			—			—			—			4,344	(10)		291,309	(10)		—			—
			—			—			—			—			7,071	(11)		474,181	(11)		—			—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Mr. D'Arezzo			2,729	(12)		8,187	(12)		56.48			12/03/2023			—			—			—			—
			—			27,812	(5)		57.91			03/18/2024			—			—			—			—
			—			—			—			—			3,304	(9)		221,566	(9)		—			—
			—			—			—			—			5,185	(11)		347,706	(11)		—			—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Mr. Sparks			18,720	(3)		18,720	(3)		45.25			03/20/2022			—			—			—			—
			6,873	(4)		20,619	(4)		48.11			03/18/2023			—			—			—			—
			—			27,812	(5)		57.91			03/18/2024			—			—			—			—
			—			—			—			—			2,147	(7)		143,978	(7)		—			—
			—			—			—			—			1,708	(8)		114,538	(8)		—			—
			—			—			—			—			3,304	(9)		221,566	(9)		—			—
			—			—			—			—			4,344	(10)		291,309	(10)		—			—
			—			—			—			—			5,185	(11)		347,706	(11)		—			—

---

(1)

These options All awards included in the table, to the extent they have not vested, are part of a grant of time-based options which vested 20% per year on each of the first five anniversaries of July 6, 2007.



(2)

These options vested on April 23, 2011.




Table of Contents

(3)

These options are part of a grant of time-based options which vested or are scheduled to vest 25% per year on each of the first four anniversaries of March 20, 2012, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below.



Control." PSUs and RSUs reported in the table are payable in shares of our common stock on a one-for-one basis.

	​			​	Option Awards																	​	Stock Awards																			​
Name	​	Grant Date		​	Number of Securities Underlying Unexercised Options (#) Exercisable				​	Number of Securities Underlying Unexercised Options (#) Unexercisable				​	Option Exercise Price ($)				​	Option Expiration Date		​	Number of Shares or Units of Stock That Have Not Vested (#)				​	Market Value of Shares or Units of Stock That Have Not Vested ($)(11)				​	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)				​	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(11)				​
Mr. Vasos	​	03/20/12		​	​	37,440		(1)	​	​	—		​	​	​	45.25		​	​	03/20/2022		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/18/13		​	​	27,492		(1)	​	​	—		​	​	​	48.11		​	​	03/18/2023		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	12/03/13		​	​	2,880		(1)	​	​	—		​	​	​	56.48		​	​	12/03/2023		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/18/14		​	​	28,445		(1)	​	​	9,481		(1)	​	​	57.91		​	​	03/18/2024		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/17/15		​	​	22,394		(2)	​	​	22,392		(2)	​	​	74.72		​	​	03/17/2025		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	06/03/15		​	​	—		​	​	​	256,682		(3)	​	​	76.00		​	​	06/03/2025		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/16/16		​	​	29,902		(2)	​	​	89,697		(2)	​	​	84.67		​	​	03/16/2026		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/16/16		​	​	—		​	​	​	85,759		(3)	​	​	84.67		​	​	03/16/2026		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/22/17		​	​	—		​	​	​	161,512		(2)	​	​	70.68		​	​	03/22/2027		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/17/15		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	1,883		(4)	​	​	187,246		​	​	​	—		​	​	​	—		​	​
	​	03/16/16		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	16,238		(5)	​	​	1,614,707		​	​	​	—		​	​	​	—		​	​
	​	03/22/17		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	35,496		(6)	​	​	3,529,722		​	​	​	40,290		(7)	​	​	4,006,438		​	​
	​	03/17/15		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	1,802		(8)	​	​	179,191		​	​	​	—		​	​	​	—		​	​
​	​	​		​	​				​	​				​	​				​	​		​	​				​	​				​	​				​	​				​
Mr. Garratt	​	12/03/14		​	​	3,774		(1)	​	​	1,257		(1)	​	​	66.69		​	​	12/03/2024		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/17/15		​	​	5,002		(2)	​	​	5,000		(2)	​	​	74.72		​	​	03/17/2025		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	12/02/15		​	​	3,915		(1)	​	​	3,914		(1)	​	​	65.35		​	​	12/02/2025		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/16/16		​	​	8,224		(2)	​	​	24,666		(2)	​	​	84.67		​	​	03/16/2026		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/22/17		​	​	—		​	​	​	37,686		(2)	​	​	70.68		​	​	03/22/2027		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/17/15		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	420		(4)	​	​	41,765		​	​	​	—		​	​	​	—		​	​
	​	03/16/16		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	4,464		(5)	​	​	443,900		​	​	​	—		​	​	​	—		​	​
	​	03/22/17		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	8,285		(6)	​	​	823,860		​	​	​	9,396		(7)	​	​	934,338		​	​
	​	03/17/15		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	402		(8)	​	​	39,975		​	​	​	—		​	​	​	—		​	​
​	​	​		​	​				​	​				​	​				​	​		​	​				​	​				​	​				​	​				​
Mr. Owen	​	08/25/15		​	​	17,853		(1)	​	​	17,850		(1)	​	​	73.73		​	​	08/25/2025		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/16/16		​	​	8,224		(2)	​	​	24,666		(2)	​	​	84.67		​	​	03/16/2026		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/22/17		​	​	—		​	​	​	37,686		(2)	​	​	70.68		​	​	03/22/2027		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/16/16		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	4,464		(5)	​	​	443,900		​	​	​	—		​	​	​	—		​	​
	​	03/22/17		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	8,285		(6)	​	​	823,860		​	​	​	9,396		(7)	​	​	934,338		​	​
​	​	​		​	​				​	​				​	​				​	​		​	​				​	​				​	​				​	​				​
Mr. Ravener	​	03/24/10		​	​	22,175		(9)	​	​	—		​	​	​	25.25		​	​	03/24/2020		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/20/12		​	​	37,440		(1)	​	​	—		​	​	​	45.25		​	​	03/20/2022		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/18/13		​	​	27,492		(1)	​	​	—		​	​	​	48.11		​	​	03/18/2023		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/18/14		​	​	20,859		(1)	​	​	6,953		(1)	​	​	57.91		​	​	03/18/2024		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/17/15		​	​	16,423		(2)	​	​	16,420		(2)	​	​	74.72		​	​	03/17/2025		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/16/16		​	​	8,224		(2)	​	​	24,666		(2)	​	​	84.67		​	​	03/16/2026		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/22/17		​	​	—		​	​	​	40,378		(2)	​	​	70.68		​	​	03/22/2027		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/17/15		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	1,381		(4)	​	​	137,327		​	​	​	—		​	​	​	—		​	​
	​	03/16/16		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	4,464		(5)	​	​	443,900		​	​	​	—		​	​	​	—		​	​
	​	03/22/17		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	8,877		(6)	​	​	882,729		​	​	​	10,068		(7)	​	​	1,001,162		​	​
	​	03/17/15		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	1,321		(8)	​	​	131,360		​	​	​	—		​	​	​	—		​	​
​	​	​		​	​				​	​				​	​				​	​		​	​				​	​				​	​				​	​				​
Ms. Taylor	​	03/24/10		​	​	2,726		(10)	​	​	—		​	​	​	25.25		​	​	03/24/2020		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/20/12		​	​	4,729		(1)	​	​	—		​	​	​	45.25		​	​	03/20/2022		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/18/13		​	​	2,999		(1)	​	​	—		​	​	​	48.11		​	​	03/18/2023		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	05/28/13		​	​	6,908		(1)	​	​	—		​	​	​	54.48		​	​	05/28/2023		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/18/14		​	​	6,353		(1)	​	​	2,117		(1)	​	​	57.91		​	​	03/18/2024		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/17/15		​	​	16,423		(2)	​	​	16,420		(2)	​	​	74.72		​	​	03/17/2025		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/16/16		​	​	8,224		(2)	​	​	24,666		(2)	​	​	84.67		​	​	03/16/2026		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/22/17		​	​	—		​	​	​	39,032		(2)	​	​	70.68		​	​	03/22/2027		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/17/15		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	1,381		(4)	​	​	137,327		​	​	​	—		​	​	​	—		​	​
	​	03/16/16		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	4,464		(5)	​	​	443,900		​	​	​	—		​	​	​	—		​	​
	​	03/22/17		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	8,581		(6)	​	​	853,295		​	​	​	9,732		(7)	​	​	967,750		​	​
	​	03/17/15		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	1,321		(8)	​	​	131,360		​	​	​	—		​	​	​	—		​	​
​	​	​		​	​				​	​				​	​				​	​		​	​				​	​				​	​				​	​				​

(4)(1)

These options are partPart of a grant of time-based options which vested or are scheduled to vestgrant with a vesting schedule of 25% per year on each of the first four anniversaries of March 18, 2013, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below.the grant date.



(5)(2)

These options are partPart of a grant of time-based options which are scheduled to vestgrant with a vesting schedule of 25% per year on each of the first four anniversaries of March 18, 2014, subjectthe April 1 following the grant date.



(3)

Part of a time-based options grant with a vesting schedule of 33¹/3% per year on each of the third, fourth, and fifth anniversaries of the grant date.



(4)

Part of PSUs earned as a result of our fiscal 2015 adjusted EBITDA and adjusted ROIC performance; scheduled to certain accelerated vesting provisionsvest on April 1, 2018.

​

Dollar General    |    2018 Proxy Statement    ·    Executive Compensation     37

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Table of Contents

(5)

Part of PSUs earned as described in "Potential Payments upon Termination or Change in Control" below.a result of our fiscal 2016 adjusted EBITDA and adjusted ROIC performance; scheduled to vest 50% per year on April 1, 2018 and April 1, 2019.



(6)

Represents performance-based restricted stockPart of a PSU grant, 61% of which were earned as a result of our fiscal 2017 adjusted EBITDA performance and are scheduled to vest 33¹/3% per year on each of the first three anniversaries of the April 1 following the grant date and 39% of which were earned as a result of our fiscal 2017 adjusted ROIC performance and are scheduled to vest on April 1, 2018.



(7)

Part of a PSU grant that is scheduled to vest 50% on each of the dates on which it is determined that the applicable earnings per share target has beenApril 1, 2019 and April 1, 2020 if certain adjusted ROIC performance goals are achieved for specified performance periods. The number of PSUs reported in this column assumes achievement of the fiscalmaximum level of adjusted ROIC performance for each of the performance periods. The actual number of PSUs earned, if any, will be determined based on the actual level of adjusted ROIC performance achieved for each specified performance period.



(8)

Part of an RSU grant with a vesting schedule of 33¹/3% per year endedon each of the first three anniversaries of the April 1 following the grant date.



(9)

These options vested in increments of 6,516 shares on January 31, 2014, 13,422 shares on March 24, 2014; and 2,237 shares on January 30, 20152015.



(10)

These options vested in increments of 156 shares on March 24, 2012 and the fiscal year ending January 29, 2016, respectively, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below. The market value was computed1,285 shares on each of March 24, 2013 and March 24, 2014.



(11)

Computed by multiplying the number of shares of such restricted stock by the closing market price of one share of our common stock on January 30, 2015.



(7)

Represents performance share units, to be paid in an equal number of shares of our common stock, earned as a result of our performance versus certain adjusted EBITDA and ROIC targets for fiscal 2012. These performance share units are scheduled to vest on March 20, 2015, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below. The market value was computed by multiplying the number of such units by the closing market price of one share of our common stock on January 30, 2015.



(8)

Represents performance share units, to be paid in an equal number of shares of our common stock, earnedFebruary 2, 2018 as a result of our performance versus certain adjusted EBITDA and ROIC targets for fiscal 2013. These performance share units are scheduled to vest 50% on March 18, 2015 and 50% on March 18, 2016, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below. The market value was computed by multiplying the number of such unitsreported by the closing market price of one share of our common stock on January 30, 2015.



(9)

Represents performance share units, to be paid in an equal number of shares of our common stock, earned as a result of our performance versus certain adjusted EBITDA and ROIC targets for fiscal 2014. These performance share units are scheduled to vest 50% on March 18, 2016 and 50% on March 18, 2017, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below. The market value was computed by multiplying the number of such units by the closing market price of one share of our common stock on January 30, 2015.



(10)

Represents restricted stock units, to be paid in an equal number of shares of our common stock, which are scheduled to vest 50% on March 18, 2015 and 50% on March 18, 2016, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below. The market value was computed by multiplying the number of such units by the closing market price of one share of our common stock on January 30, 2015.



(11)

Represents restricted stock units, to be paid in an equal number of shares of our common stock, which vested or are scheduled to vest in three equal installments on each of the first three anniversaries of March 18, 2014, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below. The market value was computed by multiplying the number of such units by the closing market price of one share of our common stock on January 30, 2015.



(12)

These options are part of a grant of time-based options which vested or are scheduled to vest 25% per year on each of the first four anniversaries of December 3, 2013, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below.NYSE.


Option Exercises and Stock Vested During Fiscal 20142017


	​	Option Awards									​	Stock Awards									​
Name	​	Number of Shares Acquired on Exercise (#)(1)				​	Value Realized on Exercise ($)(2)				​	Number of Shares Acquired on Vesting (#)(3)				​	Value Realized on Vesting ($)(4)				​
Mr. Vasos	​	​	—		​	​	​	—		​	​	​	8,295		​	​	​	590,396		​	​
Mr. Garratt	​	​	—		​	​	​	—		​	​	​	822		​	​	​	57,318		​	​
Mr. Owen	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
Mr. Ravener	​	​	48,032		​	​	​	3,331,107		​	​	​	6,082		​	​	​	432,886		​	​
Ms. Taylor	​	​	5,200		​	​	​	296,036		​	​	​	3,731		​	​	​	262,838		​	​

              We

(1)

Represents the gross number of option shares exercised, without deduction for shares that may have omitted from this tablebeen surrendered or withheld to satisfy the Option Awards columns because they are inapplicable.

		Stock Awards
Name		Number of Shares Acquired on Vesting (#)(1)			Value Realized on Vesting ($)(2)
Mr. Dreiling			34,657			2,090,635
Mr. Tehle			5,974			360,371
Mr. Vasos			6,574			400,607
Mr. D'Arezzo			1,653			110,850
Mr. Sparks			5,974			360,371

---

exercise price or applicable tax withholding obligations.



(1)(2)

Value realized is calculated by multiplying the gross number of options exercised by the difference between the market price of our common stock at exercise as reported by the NYSE and the exercise price.



(3)

Represents the gross number of shares acquired upon vesting of performance share unitsPSUs and restricted stock units,RSUs, without deduction for shares that may have been withheld to satisfy applicable tax withholding obligations.



(2)(4)

Value realized is calculated by multiplying the gross number of shares vested by the closing market price of our common stock on the vesting date.date as reported by the NYSE.




Table of Contents


Pension Benefits
Fiscal 20142017


              We have omitted the Pension Benefits table because it is inapplicable.

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38    Dollar General    |    2018 Proxy Statement    ·    Executive Compensation

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Nonqualified Deferred Compensation
Fiscal 20142017


              Information regarding each named executive officer's participation in our CDP/SERP Plan is included in the following table. The material terms of the CDP/SERP Plan are described after the table. Please also see "Benefits and Perquisites" in "Compensation Discussion and Analysis" above. We have omitted from this table the column pertaining to aggregate withdrawals/distributions"Aggregate Withdrawals/Distributions" during the fiscal year because it is inapplicable.

Name		Executive Contributions in Last FY ($)(1)			Registrant Contributions in Last FY ($)(2)			Aggregate Earnings in Last FY ($)(3)			Aggregate Balance at Last FYE ($)(4)
Mr. Dreiling			66,189			178,565			42,403			2,476,833
Mr. Tehle			69,672			92,224			86,300			2,094,507
Mr. Vasos			73,333			25,190			40,729			466,132
Mr. D'Arezzo			39,243			30,390			3,493			78,979
Mr. Sparks			31,784			18,720			857			103,428

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Name	​	Executive Contributions in Last FY ($)(1)				​	Registrant Contributions in Last FY ($)(2)				​	Aggregate Earnings in Last FY ($)(3)				​	Aggregate Balance at Last FYE ($)(4)				​
Mr. Vasos	​	​	102,148		​	​	​	42,740		​	​	​	104,448		​	​	​	1,027,962		​	​
Mr. Garratt	​	​	43,762		​	​	​	15,946		​	​	​	12,659		​	​	​	114,833		​	​
Mr. Owen	​	​	31,526		​	​	​	17,957		​	​	​	13,969		​	​	​	117,250		​	​
Mr. Ravener	​	​	27,918		​	​	​	14,335		​	​	​	90,533		​	​	​	555,737		​	​
Ms. Taylor	​	​	27,720		​	​	​	77,645		​	​	​	60,876		​	​	​	511,747		​	​

(1)

All ofOf the reported amounts, for each named executive officerthe following amounts are reported in the Summary Compensation Table as "Salary" for 2014.2017: Mr. Vasos ($56,377); Mr. Garratt ($29,863); Mr. Owen ($31,526); Mr. Ravener ($27,918); and Ms. Taylor ($27,720).



(2)

Reported as "All Other Compensation" in the Summary Compensation Table.



(3)

The amounts shown are not reported in the Summary Compensation Table because they do not represent above-market or preferential earnings.



(4)

Of the amounts reported, the following were previously reported as compensation to the named executive officer for years prior to 20142017 in a Summary Compensation Table: Mr. DreilingVasos ($1,938,330)641,465); Mr. TehleGarratt ($1,313,345)53,834); Mr. VasosOwen ($276,228)48,073); Mr. D'ArezzoRavener ($0)70,634); and Mr. SparksMs. Taylor ($51,724)162,822).

              Pursuant to the CDP, each named executive officer may annually elect to defer up to 65% of his or her base salary if his or her compensation exceeds the limit set forth in Section 401(a)(17) of the Internal Revenue Code, and up to 100% of his or her bonus pay if his or her compensation equals or exceeds the highly compensated limit under Section 414(q)(1)(B) of the Internal Revenue Code. We currently match base pay deferrals at a rate of 100%, up to 5% of annual salary, with annual salary offset by the amount of match-eligible salary under the 401(k) Plan. All named executive officers are 100% vested in all compensation and matching deferrals and earnings on those deferrals.

              Pursuant to the SERP, we make an annual contribution equal to a certain percentage of a participant's annual salary and bonus to alleligible participants who are actively employed in an eligible job grade on January 1 and continue to be employed as of December 31 of a given year. Persons hired after May 27, 2008, including Messrs. Vasos, D'Arezzo and Sparks, are not eligible to participate in the SERP. The contribution percentage is based on age, years of service, and job grade. Persons hired after May 27, 2008 are not eligible to participate in the SERP. The fiscal 20142017 contribution percentage was 9.5%7.5% for each of Messrs. DreilingMs. Taylor, and Tehle.

              As a result of a changeshe is 100% vested in control, as defined under the CDP/her SERP Plan, which occurred in 2007, all previously unvested SERP amounts vested on July 6, 2007. For newlyaccount. No other named executive officer was eligible SERP participants after July 6, 2007 but prior to May 27, 2008, SERP amounts vest at the earlier of the participant's attainment of age 50 or the participant's being credited with 10 or more "years of service," or upon termination of employment due to death or "total and permanent disability" or upon a "change in control," all as definedparticipate in the CDP/SERP Plan.




Table of Contentsin 2017.

              The amounts deferred or contributed to the CDP/SERP Plan are credited to a liability account, which is then invested at the participant's option in an account that mirrors the performance of a fund or funds selected by the Compensation Committee or its delegate. Beginning on August 2, 2008, theseThese funds are identical to the funds offered in our 401(k) Plan.

              AFor a participant who ceases employment with at least 10 years of service or after reaching age 50 and whose CDP account balance or SERP account balance exceeds $25,000 may elect for thatcertain dollar thresholds, the account balance towill be paid in cash by (a) lump sum, (b) monthly installments over a 5, 10 or 15-year period or (c) a combination of lump sum and installments.installments, pursuant to the participant's election. Otherwise, payment is made in a lump sum. The vested amount will be payable at the time designated

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Dollar General    |    2018 Proxy Statement    ·    Executive Compensation     39

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by the CDP/SERP Plan upon the participant's termination of employment. A participant's CDP/SERP benefit normally is payable in the following February if employment ceases during the first 6 months of a calendar year or is payable in the following August if employment ceases during the last 6 months of a calendar year. However, participants may elect to receive an in-service lump sum distribution of vested amounts credited to the CDP account, provided that the date of distribution is no sooner than 5 years after the end of the year in which the amounts were deferred. In addition, a participant who is actively employed may request an "unforeseeable emergency hardship" in-service lump sum distribution of vested amounts credited to the participant's CDP account. Account balances are payable in cash.

              As a result of our change in control which occurred in 2007, the CDP/SERP Plan liabilities through July 6, 2007 were fully funded into an irrevocable rabbi trust. We also funded into the rabbi trust deferrals into the CDP/SERP Plan between July 6, 2007 and October 15, 2007. All CDP/SERP Plan liabilities incurred on or after October 15, 2007 are unfunded.


Potential Payments upon Termination or Change in Control


              Our employment agreements and equity award agreements with our named executive officers and certain plans and programs in which our named executive officers participate, in each case as in effect at the end of our 20142017 fiscal year, provide for benefits or payments upon certain employment termination or change in control events. These benefits and payments are discussed below except to the extent a benefit or payment is available generally to all salaried employees and does not discriminate in favor of our executive officers. This summary excludes discussion of the operation of any agreements or programs entered intoofficers or to the extent modified after the end of our 2014 fiscal year, including without limitation our employment transition agreement with Mr. Dreiling effective March 10, 2015, and the restricted stock unit award agreement with Mr. Dreiling dated March 17, 2015. As of the date of this document, we believe that Mr. Tehle's retirement in July 2015 will not result in payments or benefits that differ from those described below.already discussed under "Nonqualified Deferred Compensation Fiscal 2017" above.

Payments Upon Termination Due to Death or Disability

              Pre-2012 Equity Awards.    Mr. Dreiling is the only named executive officer who hasRavener and Ms. Taylor have options outstanding that were granted prior to 2012. All such options are fully vested and generally may be exercised for a period of 1one year from service termination of employment due to death or disability (as defined in the applicable award agreement) unless such options have expired earlier.

              Mr. Dreiling's 2012 Performance-Based Restricted Stock.    If Mr. Dreiling's employment with us terminates due to his death or disability (as defined in his performance-based restricted stock award agreement), all or a portion of his performance-based restricted stock may vest, unless previously vested or forfeited, depending upon the timing of such termination as follows:

•

If such termination had occurred prior to the date on which achievement of the fiscal 2014 performance target had been determined, but only if such financial performance target was actually achieved, then a pro-rata portion of the award that would have become vested had he remained employed with us through such determination date would have become vested and nonforfeitable on such determination date and all remaining unvested performance-




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based restricted shares would have been automatically forfeited and cancelled. The pro-rata portion equals a fraction (not to exceed one), the numerator of which is the number of calendar months in the period encompassing the first day of fiscal 2012 and ending and including the last day of fiscal 2014 (the "initial service period") during which Mr. Dreiling was continuously in our employment and the denominator of which is the number of calendar months in the initial service period. Mr. Dreiling will be deemed to be employed for a full calendar month if his death or disability occurs after the 15^th day of a calendar month.

•

If such termination occurs after the last day of our 2014 fiscal year but before the date on which achievement of the fiscal 2015 performance target has been determined, the portion of the award that would have become vested had Mr. Dreiling remained employed with us through such determination date will become vested and nonforfeitable as of the date of his termination due to death or disability regardless of whether the fiscal 2015 financial performance target has been achieved.

              Other Post-2011 Equity Awards.    If any of thea named executive officers'officer's employment with us terminates due to death or disability (as defined in the applicable governing document)award agreement):

•

Stock Options. Any outstanding unvested stock option shall become immediately vested and exercisable with respect to 100% of the shares subject to the option immediately prior to such event, and such vested options may be exercised until the first anniversary of the employment termination date but no later than the 10^th anniversary of the grant date.



•

Performance Share Units. Performance share units wereThe following discusses outstanding PSUs awarded in fiscal 20122015 ("20122015 PSUs"), fiscal 20132016 ("20132016 PSUs"), and fiscal 20142017 ("20142017 PSUs") to each named executive who was employed by us at the time of the applicable award. Except as described below, unearned or unvested PSUs from such awards shall be forfeited and cancelled on the date of the termination of employment or the last day of the performance period, as applicable.



ü

If such termination had occurred before January 30, 2015 for the 2014 PSUs, a pro-rated portion (based on months employed during the 1 year performance period) of one-third of the 2014 PSUs earned based on performance during the entire performance period that had not previously become vested and nonforfeitable or had not previously been forfeited would have become vested and nonforfeitable and would have been paid once performance had been certified by the Compensation Committee. If such termination had occurred on or after January 30, 2015 for the 2014 PSUs and before payment, the participant would have received the one-third of the 20142016 PSUs earned that are described above, without proration.



ü

. If such termination occurs after March 20, 2013April 1, 2016 for the 20122015 PSUs March 18, 2014or after April 1, 2017 for the 2013 PSUs or March 18, 2015 for the 20142016 PSUs, any remaining earned but unvested performance share unitsPSUs from such awards shall become vested and nonforfeitable as of the date of such event and shall be paid within 30 days thereafter. Otherwise,



ü

2017 PSUs. If such termination occurs before February 2, 2018 for the portion of the 2017 PSUs subject to the one-year Adjusted EBITDA goal (the "2017 Adjusted EBITDA PSUs"), a pro-rata portion (based on months employed during the one-year performance period) of one-third of the 2017 Adjusted EBITDA PSUs earned based on performance during the entire performance period shall

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40    Dollar General    |    2018 Proxy Statement    ·    Executive Compensation

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become vested and nonforfeitable (unless previously vested or forfeited), and shall be paid, on April 1, 2018. If such termination occurs on or after February 2, 2018, any earned but unvested performance share units from such awards2017 Adjusted EBITDA PSUs shall be forfeitedbecome vested and cancelled onnonforfeitable as of the date of the termination (unless previously vested or forfeited) but shall be paid at the same time as if no termination had occurred. The portion of employment.



the 2017 PSUs subject to the Adjusted ROIC goals (the "2017 Adjusted ROIC PSUs") are allocated to three performance periods of varying lengths: one year, two years, and three years (each an "ROIC performance period"). For the 2017 Adjusted ROIC PSUs allocated to each ROIC performance period, a pro-rata portion (based on months employed during the applicable performance period) of the 2017 Adjusted ROIC PSUs earned based on performance during the entire applicable ROIC performance period shall become vested and nonforfeitable (unless previously vested or forfeited) as of the last day of the applicable vesting period and shall be paid at the same time as if no termination had occurred (i.e., on the April 1 immediately following the end of the applicable ROIC performance period). If such termination occurs on or after the end of the applicable ROIC performance period, any remaining earned but unvested 2017 Adjusted ROIC PSUs attributable to such ROIC performance period shall become vested and nonforfeitable as of the date of the termination but shall be paid at the same time as if no termination had occurred.