SECURITIES AND EXCHANGE COMMISSION
the Securities Exchange Act of 1934 (Amendment No. )
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We thank those of you who met with us over the past year and provided valuable feedback on broad-ranging topics such as our response to the COVID-19 pandemic, corporate governance, Board refreshment and composition, environmental and social issues, and our executive compensation program structure. In 2020, we conducted outreach to shareholders representing more than 58% of shares outstanding and ultimately engaged with shareholders comprising 52% of shares outstanding. As Chairman of the Board and Chairman of the Nominating and Governance Committee, I led the engagement with shareholders representing over 25% of shares outstanding. The information we received during this engagement helped to inform the Board’s decision to seek shareholder approval of a Charter amendment, described in Proposal 5 in the Proxy Statement, to implement a right for shareholders holding in the aggregate at least 25% of shares outstanding to request special meetings of shareholders. We are committed to continuing our dialogue with our shareholders and appreciate your engagement with us. Your interest in Dollar General and your vote are very important to us. earliest convenience. On behalf of the Board of Directors, thank you for your continued support of Dollar General. | | |
| SINCERELY, MICHAEL M. CALBERT CHAIRMAN OF THE BOARD APRIL | |
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Wednesday May 26, 2021 | | 9:00 a.m. Central Time | | | | Entirely online at www.virtualshareholdermeeting.com/DG2021 (the “Annual Meeting Website”) | | |||
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| By Order of the Board of Directors, | ||||
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| Goodlettsville, Tennessee
| | | Christine L. Connolly
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HOW TO VOTEDOLLAR GENERAL AT-A-GLANCE*
| 2021 PROPOSALS | | | Board Recommendation | | |
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VOTING MATTERS(pp. 4, 45, and 47)
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| Proposal 4: Vote to Approve 2021 Stock Incentive Plan | | | For | |
| Proposal 5: Vote to Approve Charter Amendment to Allow Shareholders Holding 25% or More of our Common Stock to Request Special Meetings of Shareholders | | | For | |
| Proposal 6: Shareholder Proposal Regarding Shareholders’ Ability to Call Special Meetings of Shareholders | | | Against | |
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| | | | PHONE | | | | INTERNET | | | | IN PERSON | | |
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| Complete, sign, date and mail your proxy card or voting instruction form | | | | 1-800-690-6903 | | | | www.proxyvote.com | | | | May 26, 2021 9:00 a.m., CT On the Annual Meeting Website | |
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| | Annual Meeting Website: | | |
| | www.virtualshareholdermeeting.com/DG2021 | | |
| | See “Solicitation, Meeting and Voting Information” beginning on page 1 for information on how to participate in the annual meeting. | | |
PAY FOR PERFORMANCE(pp. 20 - 30)
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Consistent with our philosophy, both. | |
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| | The most recent shareholder advisory vote on our named executive officer compensation was held on May 2020. Excluding abstentions and broker non-votes, of total votes were cast in support of the program. |
DOLLAR GENERAL AT-A-GLANCE*
* Data as of March 21, 2019 unless otherwise noted.
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SOLICITATION, MEETING AND VOTING INFORMATION | | | | |
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TRANSACTIONS WITH MANAGEMENT AND OTHERS | | | | |
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26, 2021
| | Annual Meeting Website: www.virtualshareholdermeeting.com/DG2021 | | |
Who
Where can I find directionsvote on matters to the annual meeting?
Directions to Goodlettsville City Hall, where we will holdbe considered at the annual meeting, are posted onview the “Investor Information” sectionlist of our website located at www.dollargeneral.com.
Willshareholders as of the Record Date or submit a question during the annual meeting.
Yes. You are invited toplease visit the “NewsAnnual Meeting Website and Events—Eventsenter your Control Number. If you do not have your Control Number, you may still attend the meeting by visiting the Annual Meeting Website and Presentations” sectionregistering as a guest, but you will not be able to vote your shares, examine our list of shareholders or submit questions during the “Investor Information” page of our website locatedmeeting.
meeting unless proper notice has been given to shareholders.
SOLICITATION, MEETING, AND VOTING INFORMATION
What amHow do I voting on?
Youvote?
We are unaware of other matters to be acted upon atattend the meeting. Under Tennessee law
Who is entitled to vote atlogin screen, click the annual meeting?
You may vote if you owned shares of Dollar General common stock at the close of business on March 21, 2019. As of that date, there were 259,178,169 shares of Dollar General common stock outstanding and entitled to vote. Each share is entitled to one vote on each matter.
“Voting” button.
How do I vote?
If you are a shareholder of record, you may vote your proxy over the telephone or Internet or, if you received printed proxy materials, by marking, signing, dating, and returning the printed proxy card in the enclosed envelope. Please refer to the instructions on the Notice of Internet Availability or proxy card, as applicable. Alternatively, you may vote in person at the meeting.
If you are a street name holder, your broker, bank, or other nominee will provide materials and instructions for voting your shares. You may vote in person at the meeting if you obtain and bring to the meeting a legal proxy from your broker, banker, trustee, or other nominee giving you the right to vote the shares.
What if I receive more than one Notice of Internet Availability or proxy card?
meeting.
Your
SOLICITATION, MEETING, AND VOTING INFORMATION
How many votes are needed to elect directors?
Board’s size.
The proposal to
proposal toofficer compensation), Proposal 3 (to ratify the appointment of our independent auditor for 20192021), Proposal 4 (to approve the 2021 Stock Incentive Plan) and Proposal 6 (to approve the shareholder proposal described in this proxy statement) will be approved if the votes cast in favor of the applicable proposal exceed the votes cast against it. With respect to Proposal 4, abstentions will be counted as votes cast against the proposal as required by New York Stock Exchange (“NYSE”) rules. 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.
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Abstentions and brokernon-votes, if any, will be treated as shares that are present andcan I ask questions or view the list of shareholders entitled to vote at the annual meeting?
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.
Does the Board consider diversity when identifying director nominees?
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believes a candidate’s knowledge, experience and expertise would strengthen the Board and that the candidate is committed to representing theour shareholders’ long-term interests of all Dollar General shareholders.
interests.
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WARREN
Age: 75 Director Since:
| | | Biography: Mr. Bryant served as the President and Chief Executive Officer of Longs Drug Stores Corporation 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. from 1999 to 2002. Mr. Bryant has served as a director of Loblaw Companies Limited | |
| Specific Experience, Qualifications, Attributes, and Skills: 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 other retailers, provides him with an extensive understanding of our industry, as well as with valuable executive management skills, global, strategic planning, and risk management experience, and the ability to effectively advise our CEO. | |||
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MICHAEL
Age: 58 Director Since:
| | | Biography: Mr. Calbert has served as our Chairman of the Board since January 2016. He joined the private equity firm KKR & Co. L.P. | | |
| Specific Experience, Qualifications, Attributes, and Skills: Mr. Calbert has considerable experience in managing private equity portfolio companies and is experienced with corporate finance and strategic business planning activities. As the former head of KKR’s | | |||
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PATRICIA D. FILI-KRUSHEL Age: 67 Director Since:
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PROPOSAL 1: ELECTION OF DIRECTORS
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Ms. Fili-Krushel has served as | | |
| Specific Experience, Qualifications, Attributes, and Skills: 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, along with associated risks, at large public companies in the media industry. She also brings valuable oversight experience in diversity-related workplace matters from her | |
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TIMOTHY
Age: 60 Director Since:
| | | Biography: Mr. McGuire has served as | |
| Specific Experience, Qualifications, Attributes, and Skills: Mr. McGuire brings |
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PROPOSAL 1: ELECTION OF DIRECTORS
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WILLIAM
Age: 55 Director Since:
| | | Biography: Mr. Rhodes was | |
| Specific Experience, Qualifications, Attributes, and Skills: Mr. Rhodes has | |
| DEBRA A. SANDLER Age: 61 Director Since: 2020 | | | Biography: Ms. Sandler has served as President and Chief Executive Officer of La Grenade Group, LLC, a marketing consultancy that serves packaged goods companies operating in the health and wellness space, since September 2015. She also has served as Chief Executive Officer of Mavis Foods, LLC, a startup she founded that makes and sells Caribbean sauces and marinades, since April 2018. Ms. Sandler previously served seven years with Mars, Inc., including Chief Health and Wellbeing Officer (July 2014 to July 2015); President, Chocolate North America (April 2012 to July 2014); and Chief Consumer Officer, Chocolate (November 2009 to March 2012). She also held senior leadership positions with Johnson & Johnson from 1999 to 2009, where her last position was Worldwide President for McNeil Nutritionals LLC, a fully integrated business unit within the Johnson & Johnson Consumer Group of Companies. She began her career in 1985 with PepsiCo, Inc., where she served for 13 years in a variety of marketing positions of increasing responsibility. Ms. Sandler has served as a director of Keurig Dr Pepper Inc. since March 2021, Archer Daniels Midland Company since May 2016 and Gannett Co., Inc. since June 2015. | |
| Specific Experience, Qualifications, Attributes, and Skills: Ms. Sandler has strong marketing and operating experience and a proven record of creating, building, enhancing, and leading well-known consumer brands as a result of the leadership positions she has held with Mars, Johnson & Johnson, and PepsiCo. These positions have required an extensive understanding of consumer behavior and the evolving retail environment. In addition, her launch of Mavis Foods has provided her with valuable e-commerce and strategic planning experience, and her other public company board experience brings additional perspective to our Board. | | |||
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| RALPH
Age: 53 Director Since:
| | | Biography: Mr. Santana has served as Executive Vice President and Chief Marketing Officer of Harman International Industries, a wholly-owned subsidiary of Samsung Electronics Co., Ltd. | |
| Specific Experience, Qualifications, Attributes, and Skills: Mr. Santana has over 25 years of marketing experience spanning multiple technology and food |
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TODD
Age: 59 Director Since:
| | | Biography: 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 | |
| Specific Experience, Qualifications, Attributes, and Skills: Mr. Vasos has extensive retail experience, including over 10 years with Dollar General. | |
Yes. Shareholders may recommend candidates to our Nominating Committee by providing the same information within the same deadlines required for nominating candidates pursuant to the advance notice provisions in our Bylaws discussed below.Bylaws. Our Nominating Committee is required to consider such candidates and to apply the same evaluation criteria to them as it applies to other director candidates. Shareholders also can go a step further and nominate directors for election by shareholders by following the advance notice procedures in our Bylaws summarized below.
In short, whetherBylaws.
We also have a “proxy access” provision in our Bylaws wherebywhich allows eligible shareholders mayto nominate candidates for election to our Board and include such candidates will be
PROPOSAL 1: ELECTION OF DIRECTORS
included in our proxy statement and ballot subject to the terms, conditions, procedures and deadlines set forth in Article I, Section 12 of our Bylaws. Our proxy
You should consult our Bylaws, posted on the “Investor Information—Corporate“Corporate Governance” section of our website located at www.dollargeneral.com,https://investor.dollargeneral.com, for more detailed information regarding the processes summarized above. No shareholder nominees have been submitted for this year’s annual meeting.
What if a nominee is unwilling or unable to serve?
Directors or the Board of Directors may reduce the size of the Board.
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The Board of Directors unanimously recommends that
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The
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| Independent Board Chairman Mr. Calbert, an independent director, serves as our Chairman of the Board. In this role, Mr. Calbert serves as a liaison between the Board and our CEO, approves Board meeting agendas, | | |||
| | Annual The Board, | | ||
| | Regularly Scheduled Independent Director Sessions Opportunity is available at each regularly scheduled Board meeting for executive sessions of the non-management directors (all of whom are currently independent). Mr. Calbert, as Chairman, presides over all executive sessions of the non-management and the independent directors. | | ||
| | Shareholder Engagement To build and maintain relationships with shareholders and to ensure their perspectives are understood and considered by the Board, we conduct year-round outreach through our senior management, investor relations and legal teams. In 2020, we also continued to engage in focused shareholder engagement efforts regarding environmental, social and governance (“ESG”) matters, inviting shareholders representing more than 58% of our outstanding shares to discuss their perspectives on these matters. We ultimately held conversations with investors comprising 52% of shares outstanding. As Chairman of both the Board and the Nominating Committee, Mr. Calbert led the engagement with shareholders representing over 25% of shares outstanding. Topics discussed during these meetings generally centered on our COVID-19 response; ESG oversight, management and disclosure; our executive compensation program structure; the Board refreshment and evaluation process; and our overall governance profile. Feedback from these meetings was shared with the Board to inform future decisions pertaining to these matters and helped inform the Board’s decision to recommend the Charter amendment described in Proposal 5 to implement a shareholder special meeting right. | | ||
| | | Annual CEO Performance Evaluations
The CEO is annually evaluated under the leadership of the Compensation Committee | |
Our Board of Directors and its three standing committees, the Audit Committee, the Compensation Committee and the Nominating Committee, have an important role in our risk oversight process. The entire Board is regularly informed about risks through the committee 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. The Board believes this division of risk management responsibilities effectively addresses the material risks facing Dollar General. The Board further believes that our leadership structure, described above, supports the risk oversight function of the Board as it allows our independent directors, through independent Board committees and executive sessions of independent directors, to exercise effective oversight of management’s actions in identifying risks and implementing effective risk management policies and controls.
reviews related material risks as appropriate. Our General Counsel also periodically provides information to the Board regarding our insurance coverage and programs as well as litigation and other legal risks.
CORPORATE GOVERNANCE
Human Capital Management Oversight. Our Board of Directors and the Compensation Committee is responsible for overseeingoversee aspects of our human capital management. Our Board annually discusses management succession planning with the managementChief Executive Officer and the Chief People Officer, reviews significant employee-related litigation and legal matters at least quarterly with our General Counsel, and periodically discusses our diversity and inclusion initiatives with our Vice President of risks relating toDiversity and Inclusion. Our Board also has regularly reviewed our COVID-19 response with our Chief Executive Officer since March 2020. In addition, the Compensation Committee oversees our executive compensation program. As discussed under “Executive Compensation—Compensation Risk Considerations” below,program and the Compensation Committee also participates in periodic assessments of the risks relating to our overall compensation programs. In addition,philosophy and principles for the general employee population and reviews quarterly our diversity and inclusion efforts and results.
What functions are performed by the Audit, Compensation, and Nominating Committees?
Our Board of Directors has a standing Audit Committee, Compensation Committee, and Nominating Committee, each with aapplicable Board-adopted written chartercharters available on the “Investor Information—Corporate“Corporate Governance” section of our website located at www.dollargeneral.com. Current information regarding these committees is set forth below.
https://investor.dollargeneral.com and are summarized below along with each committee’s current membership. In addition to the functions outlined
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Name of
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AUDIT: Mr. Rhodes, Chairperson
| | | | • Selects the independent auditor and periodically considers the advisability of audit firm rotation • Annually evaluates the independent auditor’s qualifications, performance and independence, as well as the lead audit • Pre-approves audit engagement fees and terms and all permittednon-audit services and fees, and 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 • Reviews CEO/CFO disclosures regarding any significant deficiencies or material weaknesses in our internal control over financial reporting, and establishes procedures for receipt, retention and treatment of complaints regarding accounting or internal controls • Discusses the types of information to be disclosed in earnings press releases and provided to analysts and rating agencies • Oversees our enterprise risk management program, including reports and metrics pertaining to cybersecurity risks • Reviews internal audit activities, projects and budget • Discusses with our general counsel legal matters having an impact on financial statements • Furnishes the committee report required in our proxy statement |
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Name of
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COMPENSATION: Ms. Fili-Krushel, Chairperson
| | | | • Reviews and approves corporate goals and objectives relevant to CEO compensation • Determines executive officer compensation (with an opportunity for the independent directors to ratify CEO compensation) and recommends Board compensation for Board approval • Oversees overall compensation philosophy and principles for the general employee population • Establishes short-term and long-term incentive compensation programs for senior officers and approves all equity awards • Oversees share ownership guidelines and holding requirements for Board members and senior officers • Oversees the performance evaluation process for senior officers • Reviews and discusses disclosure regarding executive compensation, including Compensation Discussion and Analysis and compensation tables (in addition to preparing the report on executive compensation for our proxy statement) • Selects and determines fees and scope of work of its compensation consultant • Oversees and evaluates the independence of its compensation consultant and other advisors • Oversees diversity and inclusion efforts and results | | |
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NOMINATING AND GOVERNANCE:
Mr. Calbert, Chairperson
| | | | • Develops and recommends criteria for selecting new directors • Screens and recommends to our Board individuals qualified to serve on our Board • Recommends Board committee structure and membership • Recommends persons to fill Board and committee vacancies • Develops and recommends Corporate Governance Guidelines and corporate governance practices and oversees corporate governance issues, including the ESG-related shareholder engagement program • Oversees the process governing annual Board, committee and director evaluations • Oversees significant corporate social responsibility and sustainability matters | | |
| | | | | • Evaluates ESG-related shareholder proposals unless within the subject matter jurisdiction or expertise of another independent Board committee | |
2020?
What is Dollar General’s policy regarding Board member attendance at the annual meeting?
meeting virtually.
CORPORATE GOVERNANCE
assessment of each potential successor’s level of readiness, diversity considerations, and preparation of individual growth and development plans. With respect to CEO succession planning, ourOur long-term business strategy is also considered.considered with respect to CEO succession planning. In addition, we maintain 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.
How can I communicate with the Board of Directors?
the “Corporate Governance” section of our website located at https://investor.dollargeneral.com.
Name | Fees Earned or ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | All Other Compensation ($)(5) | Total ($) | |||||||||||||||
Warren F. Bryant | 95,500 | 150,475 | — | 1,915 | 247,890 | |||||||||||||||
Michael M. Calbert | 95,000 | 352,804 | — | 4,375 | 452,179 | |||||||||||||||
Sandra B. Cochran | 112,063 | 150,475 | — | 1,915 | 264,453 | |||||||||||||||
Patricia D. Fili-Krushel | 114,500 | 150,475 | — | 1,915 | 266,890 | |||||||||||||||
Timothy I. McGuire(1) | 92,625 | 150,475 | — | 1,360 | 244,460 | |||||||||||||||
Paula A. Price(1) | 30,638 | — | — | 185,160 | 215,798 | |||||||||||||||
William C. Rhodes, III | 112,500 | 150,475 | — | 1,915 | 264,890 | |||||||||||||||
David B. Rickard(1) | 38,575 | — | — | 185,160 | 223,735 | |||||||||||||||
Ralph E. Santana(1) | 92,625 | 150,475 | — | 1,360 | 244,460 | |||||||||||||||
(1) Ms. Sandler joined our Board on April 1, 2020. Ms. Cochran served on our Board through April 27, 2020. (2) In addition to the annual Board retainer, Messrs. Calbert and Rhodes and |
(3) Represents the grant date fair value of restricted stock units (“RSUs”) awarded to Mr. Calbert on February 3, 2020 ($199,189) for his annual Chairman of the Board retainer, as well as to each director (including Mr. Calbert) other than Ms. Cochran on May 27, 2020 ($178,027), 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 [9] of the annual consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended January 29, 2021, filed with the SEC on March [•], 2021 (our “2020 Form 10-K”). As of January 29, 2021, each of the persons listed in the table above had the following total unvested RSUs outstanding (including additional unvested RSUs credited as a result of dividend equivalents earned with respect to such RSUs): each of Messrs. Bryant, McGuire, Rhodes and Santana and Mss. Fili-Krushel and Sandler (956); Mr. Calbert (2,252); and Ms. Cochran (0). (4) The Board eliminated the use of stock option awards as part of director compensation beginning in fiscal 2015. As of January 29, 2021, 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 (13,013); Ms. Fili-Krushel (12,892); and each of Messrs. McGuire and Santana and Mss. Cochran and Sandler (0). (5) Represents the dollar value of dividend equivalents paid, accumulated or credited on unvested RSUs and, for Ms. Cochran: (a) $220,984, which is the fair market value of RSUs and associated accumulated dividend equivalents that experienced accelerated vesting upon Ms. Cochran's resignation from our Board, as determined based on the closing stock price on the vesting acceleration date, plus the cash received for fractional shares in connection with the payment of such RSUs and associated dividend equivalents, and (b) cash reimbursement of $1,800 to offset the estimated federal income tax obligation on a retirement gift. Perquisites and personal benefits, if any, totaled less than $10,000 per director and therefore are not included in the table. 162021 Proxy Statement |
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DIRECTOR COMPENSATION
| Fiscal Year | | | Board Retainer ($) | | | Audit Committee Chairperson Retainer ($) | | | Compensation Committee Chairperson Retainer ($) | | | Nominating Committee Chairperson Retainer ($) | | | Estimated Value of Equity Award ($) | | |||||||||||||||
| 2020 | | | | | 95,000 | | | | | | 25,000 | | | | | | 20,000 | | | | | | 17,500 | | | | | | 165,000 | | |
Fiscal Year | Board ($) | Audit ($) | Compensation ($) | Nominating ($) | Estimated ($) | |||||||||||||||
2018 | 95,000 | 25,000 | 20,000 | 17,500 | 150,000 |
effective date of our 2021 Stock Incentive Plan if approved by shareholders at the annual meeting, under our 2021 Stock Incentive Plan. The RSUs are awarded annually to eachnon-employee director who is elected orre-elected at the annual shareholders’ meeting and to any new director appointed thereafter but before February 1 of a given year. The RSUs are scheduled to vest on the first anniversary of the grant date subject to certain accelerated vesting conditions. Directors generally may defer receipt of shares underlying the RSUs.
The RSUs are awarded under our 2007 Stock Incentive Plan or, for awards made on or after the effective date of our 2021 Stock Incentive Plan, under our 2021 Stock Incentive Plan.
deferral, of a lump sum distribution or monthly payments for 5, 10 or 15 years. Participating directors can direct the hypothetical investment of deferred fees into funds identical to those offered in our 401(k) Plan and will be credited with the deemed investment gains and losses. The amount of the benefit will vary depending on the fees the director has deferred and the deemed investment gains and losses. Benefits upon death are payable to the director’s named beneficiary in a lump sum. In the event of a director’s disability (as defined in theNon-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.
The
https://investor.dollargeneral.com.
to be material. Any director who has a material
Ms. Cochran’s brother, 2021?
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.
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Compensation Practice | | | | Dollar General Policy | |
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Pay for performance | | | | A significant portion of | |
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Robust share ownership guidelines and holding requirements | | | | Our share ownership guidelines and holding requirements create further alignment with shareholders’ long-term interests. See “Share Ownership Guidelines and Holding Requirements.” | |
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Clawback policy | |
| | Our annual PSU equity awards and the annual Teamshare cash bonus program allow for the clawback of performance-based incentive compensation paid or awarded to a named executive officer | |
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No hedging or pledging Dollar General securities or holding Dollar General securities in margin accounts | | | | Our policy prohibits executive officers and Board members (and certain of their family members, entities and trusts) from hedging | |
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No excise taxgross-ups and minimal income taxgross-ups | | | | We do not provide taxgross-up payments to named executive officers other than on relocation-related items. | |
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Double-trigger provisions | | | | All unvested equity awards granted to named executive officers | |
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No repricing or cash buyout of underwater stock options without shareholder approval | | | | Our equity incentive plan prohibits repricing underwater stock options, reducing the exercise price of stock options or replacing awards with cash or another award type, without shareholder approval. | |
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Annual compensation risk assessment | | | | At least annually, our Compensation Committee assesses the risk of our compensation program. |
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price, or both.
In connection with our 20182020 Teamshare bonus program, we achieved 20182020 adjusted EBIT (as defined and calculated for purposes of the Teamshare bonus program) of $2.189$3.630 billion, or 99.72%145.0% of the adjusted EBIT target, which being greater than the maximum achievement level of 120% allowed under the program, resulted in a 2020 Teamshare payout to each named executive officer employed on the payment date at the maximum level of 300.0% of his or her target Teamshare bonus percentage opportunity (see “Short-Term Cash Incentive Plan”).
The portion of the awards granted in March 2020 subject to 2020 adjusted EBITDA performance was earned at a maximum of 300.0% of target, based on achieving adjusted EBITDA of $4.199 billion, or 136.7% of the adjusted EBITDA target (which is greater than the maximum achievement level of 120%), and the portion of the awards granted in March 2018 subject to 2018 adjusted EBITDA performance was earned at 98.1% of target, based on achieving adjusted EBITDA of $2.637 billion, or 99.6% of the adjusted EBITDA target, and the portion of the awards granted in March 2017 subject to 2017-20182018-2020 adjusted ROIC performance was earned at 152.0%the maximum of 300.0% of target based on achieving adjusted ROIC of 18.44%21.78%, or 101.4%112.8% of the adjusted ROICtwo-year 2017-2018 three-year 2018-2020 target (which is greater than the maximum achievement level of 105.2%), in each case as defined and calculated in the PSU award agreements (see “Long-Term Equity Incentive Program”).
Significant Compensation-Related Actions
The most significant recent compensation-related actions pertaining to our named executive officers include:
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EXECUTIVE COMPENSATION
30, 2018.27, 2020. Excluding abstentions and brokernon-votes, 96.55% 92.5% of total votes were cast in support of the program. Because we view this outcome as overwhelminglyvery supportive of our compensation policies and practices, we do not believe the vote requires consideration of changes to the program. Nonetheless, because market practices and our business needs continue to evolve, we continually evaluate our program, including shareholder feedback, and make changes when warranted.
EXECUTIVE COMPENSATION
Management’s Role
Performance ratings serve as an eligibility threshold for annual base salary increases and may directly impact the amount of a named executive officer’s annual base salary increase.such increases. The Committee starts with the percentage base salary increase that equals the overall budgeted increase for our U.S.-based employee population and approves differing merit increases to base salary based upon each named executive officer’s individual performance rating. The Committee then considers whether additional adjustments are necessary to reflect performance, responsibilities or qualifications; to bring pay within a reasonable range of the peer group; due to a change in role or duties; to achieve a better balance between base salary and incentive compensation; or for other reasons the Committee believes justify a variance from the merit increase.
or other factors, although the Committee does not always exercise this right in each year.
within a previously determined range of values.
EXECUTIVE COMPENSATION
Our peer group consists of companies selected according to their similarity to our operations, services, revenues, markets, availability of information, and any other information the Committee deems appropriate. Such companies are likely to have executive positions comparable in breadth, complexity and scope of responsibility to ours. Thus, ourThe peer group used for 20182020 compensation decisions, which was unchanged from the prior year’s peer group, consisted of:
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Aramark | AutoZone Best Buy CarMax Dollar Tree Genuine Parts | | Kohl’s L Brands Lowe’s Ross Stores Starbucks | | | Sysco | ||
Target TJX Companies | ||||||||
Tractor Supply | ||||||||
Yum! Brands | ||||||||
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Pearl Meyer annually provides marketpeer group data annually for the CEO, to ensure that the Committee is aware of any significant movement in CEO compensation levels within the peer group, and biennially for each named executive officer position below CEO. In alternating years, the Committee uses the prior year data fornon-CEO compensation decisions after applying an aging factor recommended by Pearl Meyer. Thus, for 20182020 non-CEO compensation decisions, the Committee considered data provided by Pearl Meyer from the peer group data for 2017 compensation decisions, but2019 aged by 3% as recommended by Pearl Meyer as aligning with market practices.
The Committee most recently updated our peer group in May 2018 in order to improve its industry and size comparability, but this new peer group was not used for any 2018 compensation decisions.
.
Mr. Vasos’s 2018 Decisions regarding each named executive officer’s 2020 compensation are discussed below, followed by a description of each element of compensation and the related applicable programs, as well as applicable financial performance results certified with respect to performance periods that ended in 2020.
component of Mr. Vasos’s 20182020 compensation as well as his 20182020 total target compensation within a reasonable range of the median of the peer group data.
2018 See “Short-Term Cash Incentive Plan” and “Long-Term Equity Incentive Program” for a description of such programs and “Potential Payments Upon Termination or Change in Control—Payments Upon Termination Due to Retirement—Early Retirement” and “Potential Payments Upon Termination or Change in Control—Payments After a Change in Control—Equity Awards—Other Stock Options and Performance Share Units” for a description of the early retirement provisions of Mr. Vasos’s 2020 equity award agreements.
The
Mr. Reiser departed from the Company effective September 24, 2020. In addition to the amounts to be paid to Mr. Reiser pursuant to the employment agreement between the Company and Mr. Reiser dated April 1, 2018 (see “Potential Payments upon Termination or Change in Control—Payments Upon Involuntary Termination—Involuntary Termination without Cause”), the Compensation Committee approved, contingent upon the execution and effectiveness of the Release that is attached to and made a part of Mr. Reiser’s employment agreement with the Company, an additional lump sum cash payment to Mr. Reiser of $1,582,646, less applicable withholdings, in exchange for a six month extension of the business protection provisions set forth in his employment agreement with the Company pertaining to his non-compete, non-disclosure and non-solicitation 242021 Proxy Statement |
EXECUTIVE COMPENSATION
(a) Salary Adjustment for Mr. Vasos
For the reasons outlined above under “Mr. Vasos’s 2018 Compensation Generally,” the Compensation Committee approved a base salary of $1,200,000 for Mr. Vasos effective April 1, 2018, representing a 5.91% increase from his prior year’s base salary.
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For the reasons outlined above under “2018 Compensation of Named Executive Officers Other than Mr. Vasos Generally,” the Compensation Committee approved the following base salary increases effective April 1, 2018: Mr. Garratt, 18.10%; each of Messrs. Owen and Ravener, 3.67%; and Mr. Reiser, 2.67% (see “Use of Performance Evaluations” and “Use of Market Data”).
Change in Control (within the meaning of our 2007 Stock Incentive Plan) or to any securities offering; (b) disaster-related charges; (c) gains or losses associated with our LIFO computation; and (d) unless the Committee disallows any such item, (i) any unbudgeted loss as a result of the resolution of a legal matter or (ii) any unplanned loss(es) or gain(s) related to the implementation of accounting or tax legislative changes or (iii) any unplanned loss(es) or gain(s) of anon-recurring nature, provided that in the case of each of (i), (ii) and (iii) such amount equals or exceeds $1 million for a single loss or gain, as applicable, and $10 million in the aggregate.
For 2020, the Committee disallowed exclusion of the impact of all losses and gains resulting from COVID-19.
maximum levels.
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base salary.
EXECUTIVE COMPENSATION
“Usemaximum achievement level of Performance Evaluations”),120% under the program) which resulted in 20182020 Teamshare maximum payouts to each of the named executive officersofficer employed as of 95.39%March 26, 2021 of the300.0% of each such officer’s target percentages set forth in the table above.Teamshare bonus percentage opportunity. Such amounts are reflected in the“Non-Equity “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.
Mr. Reiser was ineligible to receive a payout under the terms of the 2020 Teamshare program because he was not employed with us on the payment date.
For the reasons outlined under “Mr. Vasos’s 2018 Compensation Generally,” theStructure
Each year,practices of the Compensation Committee determines a targeted equity award value for each named executive officer derived from market data information and the appropriate mix of vehicles in which to deliver such targeted value (see “Use of Market Data”), but then adjusts that value up or down based on a subjective assessment of a variety of factors as outlined above under “Use of Performance Evaluations”. In 2018, the equity mix was delivered 50% in options and 50% in PSUs, as the Committee believed that this mix remained appropriate to incent a long-term focus and to align the interests of management with those of shareholders. For the reasons outlined above in “2018 Compensation of Named Executive Officers Other than Mr. Vasos Generally,” the grant value target for each such officer, before adjustments based on individual performance, was $1.5 million, and then the Committee approved individual adjustments to the $1.5 million target (see “Use of Performance Evaluations”). As a result, the
non-CEO named executive officers received the following targeted grant values: Mr. Garratt ($1.4 million), each of Messrs. Owen and Ravener ($1.5 million), and Mr. Reiser ($1.3 million).
The options are granted with a per share exercise price equal to the fair market value of one share of our common stock on the grant date. TheWith the exceptions described below in “Special Provisions of Mr. Vasos’s 2020 Annual Equity Grant” for Mr. Vasos, the options vest 25% annually on April 1of1 of each of the four fiscal years following the fiscal year in which the grant is made, subject to the named executive officer’s continued employment with us and certain accelerated vesting provisions, and have a term of ten years.ten-year term. The PSUs can be earned if specified financial performance goals are achieved during the applicable performance periods and if certain additional vesting requirements are met as discussed more specifically below.
practices of the peer group.
EXECUTIVE COMPENSATION
Adjusted ROIC for the three-year performance period is calculated as (a) the result of (x) the sum of (i) our operating income, plus (ii) depreciation and amortization, plus (iii) single lease cost, minus (y) taxes, divided by (b) the result of (x) the sum of the averages of the five most recently completed fiscal quarters of: (i) total assets, plus (ii) accumulated depreciation and amortization, minus (y) the difference of the averages of the five most recently completed fiscal quarters of: (i) cash, minus (ii) goodwill, minus (iii) accounts payable, minus (iv) other payables, minus (v) accrued liabilities, but excludes the impact of all items excluded from the 2020 Teamshare program adjusted EBIT calculation outlined above. For 2020, the Committee disallowed exclusion of the impact of all losses and gains resulting from COVID-19.
| | | | Adjusted EBITDA (2020) | | |||||||||||||||
| Level* | | | Result v. Target (%) | | | EBITDA Result ($) (in billions) | | | PSUs Earned (% of Target) | | |||||||||
| Below Threshold | | | | | <90 | | | | <2.765 | | | | | 0 | | | |||
| Threshold | | | | | 90 | | | | | | 2.765 | | | | | | 50 | | |
| Target | | | | | 100 | | | | | | 3.072 | | | | | | 100 | | |
| Maximum | | | | | 120 | | | | | | 3.687 | | | | | | 300 | | |
| 2020 Results | | | | | 136.7 | | | | | | 4.199 | | | | | | 300.0 | | |
| Name | | | 2020 PSUs Earned (Adjusted EBITDA) | | |||
| Mr. Vasos | | | | | 42,741 | | |
| Mr. Garratt | | | | | 7,599 | | |
| Mr. Owen | | | | | 10,449 | | |
| Ms. Taylor | | | | | 7,125 | | |
| Mr. Wenkoff | | | | | 7,125 | | |
| Mr. Reiser* | | | | | 0 | | |
| | | | Adjusted ROIC (2020-2022) | | |||||||||||||||
| Level* | | | Result v. Target (%) | | | ROIC Result (%) | | | PSUs Earned (% of Target) | | |||||||||
| Below Threshold | | | | | <95.3 | | | | | | <20.23 | | | | | | 0 | | |
| Threshold | | | | | 95.3 | | | | | | 20.23 | | | | | | 50 | | |
| Target | | | | | 100.0 | | | | | | 21.23 | | | | | | 100 | | |
| Maximum | | | | | 104.7 | | | | | | 22.23 | | | | | | 300 | | |
of the foregoing terms as determined per our financial statements for each fiscal year within the performance period)year), but excludesexcluding the impact of all items excluded from(a) any costs, fees and expenses directly related to the 2018 Teamshare program adjusted EBIT calculation outlined above.
The following tables showconsideration, negotiation, preparation or consummation of any transaction that results in a change in control (within the amount (as a percentmeaning of target) ofour 2007 Stock Incentive Plan) or any security offering; (b) disaster-related charges; (c) any gains or losses associated with our LIFO computation; and (d) unless the Compensation Committee disallows
Adjusted EBITDA (2018) | ||||||||||||
Level* | Result v. Target (%) | EBITDA (in billions) | PSUs Earned (% of Target) | |||||||||
Below Threshold | <90 | <2.383 | 0 | |||||||||
Threshold | 90 | 2.383 | 50 | |||||||||
Target | 100 | 2.647 | 100 | |||||||||
Maximum | 120 | 3.177 | 300 | |||||||||
2018 Results | 99.6 | 2.637 | 98.1 |
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Adjusted ROIC (2018-2020) | ||||||||||||
Level* | Result v. Target (%) | ROIC Result (%) | PSUs Earned (% of Target) | |||||||||
Below Threshold | <94.8 | <18.30 | 0 | |||||||||
Threshold | 94.8 | 18.30 | 50 | |||||||||
Target | 100.0 | 19.30 | 100 | |||||||||
Maximum | 105.2 | 20.30 | 300 |
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The PSUs earned by each named executive officer for fiscal 2018 adjusted EBITDA performance will vest in equalone-third installments on April 1, 2019, April 1, 2020, and April 1, 2021, subject to such officer’s continued employment with us and certain accelerated vesting provisions. Subject to certainpro-rata vesting conditions, the PSUs earned, ifresolution of a legal matter or (ii) any by each named
executive officer for adjusted ROIC performance during the three-year performance period will vest on April 1, 2021, subject to such officer’s continued employment with us and certain accelerated vesting provisions. All vested PSUs will be settled in shares of our common stock.
EXECUTIVE COMPENSATION
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Certain of the PSUs awarded in 2017 were subject to an adjusted ROIC performance measure for atwo-year performance period beginning on the first day of our 2017 fiscal year and extending through the last day of our 2018 fiscal year, based on the average adjusted ROIC for each fiscal year within thetwo-year period. The average adjusted ROIC was derived from our three-year financial plan in place at the time of the award and generally is defined in the same way as adjusted ROIC for the 2018 PSU awards except that it does not exclude unplanned loss(es) or gain(s) related to the
implementation of accounting or tax legislative changes. changes or (iii) any unplanned loss(es) or gain(s) of a non-recurring nature, provided that in the case of each of (i), (ii) and (iii) such amount equals or exceeds $1 million for a single loss or net loss or gain, as applicable, and $10 million in the aggregate. For 2020 ROIC, the Committee disallowed exclusion of the impact of all losses and gains resulting from COVID-19.
| | | | Adjusted ROIC (2018-2020) | | |||||||||||||||
| Level* | | | Result v. Target (%) | | | ROIC Result (%) | | | PSUs Earned (% of Target) | | |||||||||
| Below Threshold | | | <94.8 | | | <18.30 | | | | | 0 | | | ||||||
| Threshold | | | | | 94.8 | | | | | | 18.30 | | | | | | 50 | | |
| Target | | | | | 100.0 | | | | | | 19.30 | | | | | | 100 | | |
| Maximum | | | | | 105.2 | | | | | | 20.30 | | | | | | 300 | | |
| 2018-2020 Results | | | | | 112.8 | | | | | | 21.78 | | | | | | 300.0 | | |
| Name | | | 2018 – 2020 PSUs Earned (Adjusted ROIC) | | |||
| Mr. Vasos | | | | | 61,386 | | |
| Mr. Garratt | | | | | 10,743 | | |
| Mr. Owen | | | | | 11,508 | | |
| Ms. Taylor | | | | | 10,743 | | |
| Mr. Wenkoff | | | | | 9,975 | | |
| Mr. Reiser* | | | | | 0 | | |
Adjusted ROIC (2017-2018) | ||||||||||||
Level* | Result v. Target (%) | ROIC Result (%) | PSUs Earned (% of Target) | |||||||||
Below Threshold | <94.5 | <17.18 | 0 | |||||||||
Threshold | 94.5 | 17.18 | 50 | |||||||||
Target | 100.0 | 18.18 | 100 | |||||||||
Maximum | 105.5 | 19.18 | 300 | |||||||||
2017-2018 Results | 101.4 | 18.44 | 152.0 |
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(d)
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Officer Level | | | Multiple of Base Salary | | ||||
| CEO | | | | | 6X | | |
| COO | | | | | 4X | | |
| EVP | | | | | 3X | | |
| SVP | | | | | 2X | | |
(e) As of January 29, 2021, each of our named executive officers employed with the Company on that date was in compliance with our share ownership and holding requirement policy.
margin account, and (3) hedging against any decrease in the market value of equity securities issuedawarded by Dollar General and held by them, such as entering into or trading prepaid variable forward contracts, equity swaps, collars, puts, calls, options, exchange funds (also known as swap funds) or other derivative instruments related to Dollar General stock.
equity securities. All other employees, as well as their Controlled Persons, are strongly discouraged from entering into these types of transactions. Controlled Persons include the Board member’s, executive officer’s or employee’s respective spouses, immediate family members sharing their home or that are economically dependent on them, entities that they control, and trusts in which they serve as a trustee or are a beneficiary.
EXECUTIVE COMPENSATION
salaried employees. We also provide them with limited additional benefits and perquisites for retention and recruiting purposes, to replace benefit opportunities lost due to regulatory limits, and to enhance their ability to focus on our business. We do not provide taxgross-up payments for named executive officers on any benefits and perquisites other than relocation-related items. The primary additional benefits and perquisites include the following:
As noted above, we
Considerations Associated with Regulatory Requirements
302021 Proxy Statement |
Name and Principal Position(1) | Year | Salary ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | |||||||||||||||||||||
Todd J. Vasos, | 2018 | 1,188,879 | 3,805,114 | 3,793,604 | 1,717,068 | 97,852 | 10,602,517 | |||||||||||||||||||||
2017 | 1,127,543 | 2,847,697 | 2,827,461 | 1,921,028 | 82,680 | 8,806,409 | ||||||||||||||||||||||
2016 | 1,083,375 | 2,317,164 | 4,194,777 | 915,411 | 82,561 | 8,593,288 | ||||||||||||||||||||||
John W. Garratt, | 2018 | 706,511 | 665,923 | 663,893 | 518,698 | 63,316 | 2,618,341 | |||||||||||||||||||||
2017 | 597,256 | 664,463 | 659,739 | 520,441 | 60,636 | 2,502,535 | ||||||||||||||||||||||
2016 | 511,603 | 637,226 | 655,955 | 277,981 | 47,247 | 2,130,012 | ||||||||||||||||||||||
Jeffery C. Owen, | 2018 | 652,662 | 713,436 | 711,314 | 469,697 | 60,267 | 2,607,376 | |||||||||||||||||||||
2017 | 630,529 | 664,463 | 659,739 | 536,861 | 64,747 | 2,556,339 | ||||||||||||||||||||||
2016 | 613,924 | 637,226 | 655,955 | 333,578 | 55,863 | 2,296,546 | ||||||||||||||||||||||
Robert D. Ravener, | 2018 | 578,875 | 713,436 | 711,314 | 416,595 | 57,157 | 2,477,377 | |||||||||||||||||||||
2017 | 558,365 | 711,960 | 706,865 | 476,167 | 58,040 | 2,511,397 | ||||||||||||||||||||||
2016 | 538,841 | 637,226 | 655,955 | 293,012 | 50,734 | 2,175,768 | ||||||||||||||||||||||
Jason S. Reiser, | 2018 | 664,488 | 618,317 | 616,472 | 477,456 | 168,661 | 2,545,394 |
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Fiscal | Mr. Vasos ($) | Mr. Garratt ($) | Mr. Owen ($) | Mr. Ravener ($) | Mr. Reiser ($) | |||||||||||||||
2018 | 11,415,341 | 1,997,768 | 2,140,307 | 2,140,307 | 1,854,951 | |||||||||||||||
2017 | 8,543,092 | 1,993,388 | 1,993,388 | 2,135,879 | — | |||||||||||||||
2016 | 6,951,492 | 1,911,679 | 1,911,679 | 1,911,679 | — |
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Year
($)(2)
Awards
($)(3)
Awards
($)(4)
Incentive Plan
Compensation
($)(5)
Compensation
($)(6) Total
($)
Chief Executive Officer 2020 1,341,718 4,403,178 4,544,937 6,075,000 87,990 16,452,823 2019 1,283,383 3,996,944 3,927,168 2,708,936 91,628 12,008,059 2018 1,188,879 3,805,114 3,793,604 1,717,068 97,852 10,602,517
Executive Vice President &
Chief Financial Officer 2020 767,284 782,849 807,990 1,736,125 63,620 4,157,868 2019 742,091 674,435 662,705 776,709 66,524 2,922,464 2018 706,511 665,923 663,893 518,698 63,316 2,618,341
Chief Operating Officer 2020 823,405 1,076,301 1,110,990 2,484,144 64,017 5,558,857 2019 725,972 774,346 1,058,485 880,443 65,770 3,505,016 2018 652,662 713,436 711,314 469,697 60,267 2,607,376
Executive Vice President &
General Counsel 2020 605,015 733,863 757,484 1,368,961 122,695 3,588,018 2019 585,150 699,500 687,265 612,447 104,940 2,689,302 2018 569,217 665,923 663,893 409,001 117,030 2,425,064 Carman R. Wenkoff,
Executive Vice President &
Chief Information Officer 2020 521,559 733,863 757,484 1,180,125 45,394 3,238,425
Former Executive Vice President &
Chief Merchandising Officer 2020 455,712 660,461 681,725 — 1,618,059 3,415,958 2019 683,087 674,435 662,705 714,953 60,331 2,795,511 2018 664,488 618,317 616,472 477,456 168,661 2,545,394
| Fiscal Year | | | Mr. Vasos ($) | | | Mr. Garratt ($) | | | Mr. Owen ($) | | | Ms. Taylor ($) | | | Mr. Wenkoff ($) | | | Mr. Reiser ($) | | |||||||||||||||||||||
| | | 2020 | | | | | | 13,209,533 | | | | | | 2,348,547 | | | | | | 3,228,904 | | | | | | 2,201,589 | | | | | | 2,201,589 | | | | | | 1,981,384 | | |
| | | 2019 | | | | | | 11,990,832 | | | | | | 2,023,304 | | | | | | 2,323,039 | | | | | | 2,098,501 | | | | | | — | | | | | | 2,023,304 | | |
| | | 2018 | | | | | | 11,415,341 | | | | | | 1,997,768 | | | | | | 2,140,307 | | | | | | 1,997,768 | | | | | | — | | | | | | 1,854,951 | | |
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Name | Company Match CDP ($) | Company Match 401(k) ($) | Premiums for ($) | Tax Gross-Ups ($) | Aggregate Incremental ($) | |||||||||||||||
Mr. Vasos | 45,665 | 14,015 | 2,491 | — | 35,681 | |||||||||||||||
Mr. Garratt | 21,363 | 14,190 | 1,488 | — | 26,275 | |||||||||||||||
Mr. Owen | 19,036 | 13,842 | 1,368 | — | 26,021 | |||||||||||||||
Mr. Ravener | 15,358 | 13,832 | 1,213 | — | 26,754 | |||||||||||||||
Mr. Reiser | 22,101 | 10,567 | 1,392 | 5,645 | 128,956 |
(6) Includes the following amounts for each named executive officer:
(a) Represents amounts paid or accrued for fiscal 2020 in connection with Mr. Reiser’s departure from Dollar General. (b) Perquisites and personal benefits for Ms. Taylor totaled less than $10,000 and accordingly the incremental cost is not included in the table or detailed in this footnote. None of the named executive officers received any perquisite or personal benefit for which the aggregate incremental cost individually equaled or exceeded the greater of $25,000 or 10% of total perquisites. The aggregate incremental cost of providing perquisites and personal benefits to Messrs. Vasos, Garratt, Owen, Wenkoff and Reiser related to: (1) for each such named executive officer, financial and estate planning services, miscellaneous gifts, premiums paid under our group long-term disability program and our accidental death and dismemberment policy, and an administrative fee for coverage under our short-term disability program; (2) for Mr. Garratt, an executive physical medical examination; (3) for Messrs. Garratt and Owen, one or more directed charitable donations; and (4) for Messrs. Vasos, Owen and Wenkoff, limited entertainment costs. We also provided each named executive officer with certain perquisites and personal benefits at no aggregate incremental cost to Dollar General, including access to participation in a group umbrella liability insurance program through a third party vendor at a group rate paid by the executive and coverage under our business travel accident insurance for which Dollar General pays a flat fee for the eligible employee population. 322021 Proxy Statement |
2020
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh)(1) | Grant Date Fair Value of Stock and Option Awards ($)(2) | ||||||||||||||||||||||||||||||||||||
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||
Mr. Vasos | — | 900,000 | 1,800,000 | 5,400,000 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
03/21/18 | — | — | — | — | — | — | 157,197 | 92.98 | 3,793,604 | |||||||||||||||||||||||||||||||
03/21/18 | — | — | — | 20,462 | 40,924 | 122,772 | — | — | 3,805,114 | |||||||||||||||||||||||||||||||
Mr. Garratt | — | 271,875 | 543,750 | 1,631,250 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
03/21/18 | — | — | — | — | — | — | 27,510 | 92.98 | 663,893 | |||||||||||||||||||||||||||||||
03/21/18 | — | — | — | 3,581 | 7,162 | 21,486 | — | — | 665,923 | |||||||||||||||||||||||||||||||
Mr. Owen | — | 246,191 | 492,383 | 1,477,148 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
03/21/18 | — | — | — | — | — | — | 29,475 | 92.98 | 711,314 | |||||||||||||||||||||||||||||||
03/21/18 | — | — | — | 3,837 | 7,673 | 23,019 | — | — | 713,436 | |||||||||||||||||||||||||||||||
Mr. Ravener | — | 218,358 | 436,716 | 1,310,148 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
03/21/18 | — | — | — | — | — | — | 29,475 | 92.98 | 711,314 | |||||||||||||||||||||||||||||||
03/21/18 | — | — | — | 3,837 | 7,673 | 23,019 | — | — | 713,436 | |||||||||||||||||||||||||||||||
Mr. Reiser | — | 250,258 | 500,516 | 1,501,549 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
03/21/18 | — | — | — | — | — | — | 25,545 | 92.98 | 616,472 | |||||||||||||||||||||||||||||||
03/21/18 | — | — | — | 3,325 | 6,650 | 19,950 | — | — | 618,317 |
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Name 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
(#)
or Base
Price of
Option
Awards
($/Sh)(1)
Date Fair
Value of
Stock
and
Option
Awards
($)(2) Grant
Date Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#) Mr. Vasos — 1,012,500 2,025,000 6,075,000 — — — — — — 03/17/20 — — — — — — 133,723 154.53 4,544,937 03/17/20 — — — 14,247 28,494 85,482 — — 4,403,178 Mr. Garratt — 289,354 578,708 1,736,125 — — — — — — 03/17/20 — — — — — — 23,773 154.53 807,990 03/17/20 — — — 2,533 5,066 15,198 — — 782,849 Mr. Owen — 414,024 828,048 2,484,144 — — — — — — 03/17/20 — — — — — — 32,688 154.53 1,110,990 03/17/20 — — — 3,483 6,965 20,895 — — 1,076,301 Ms. Taylor — 228,160 456,320 1,368,961 — — — — — — 03/17/20 — — — — — — 22,287 154.53 757,484 03/17/20 — — — 2,375 4,749 14,247 — — 733,863 Mr. Wenkoff — 196,688 393,375 1,180,125 — — — — — — 03/17/20 — — — — — — 22,287 154.53 757,484 03/17/20 — — — 2,375 4,749 14,247 — — 733,863 Mr. Reiser — 263,774 527,549 1,582,646 — — — — — — 03/17/20 — — — — — — 20,058 154.53 681,725 03/17/20 — — — 2,137 4,274 12,822 — — 660,461
| | | | | | | | | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||
| Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | 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 ($)(1) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | |||||||||||||||||||||||||||
| Mr. Vasos | | | | | 06/03/2015 | | | | | | 58,682(2) | | | | | | — | | | | | | 76.00 | | | | | | 06/03/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 03/16/2016 | | | | | | 104,599(3) | | | | | | — | | | | | | 84.67 | | | | | | 03/16/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 03/16/2016 | | | | | | 57,173(2) | | | | | | 28,586(2) | | | | | | 84.67 | | | | | | 03/16/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 03/22/2017 | | | | | | 121,134(3) | | | | | | 40,378(3) | | | | | | 70.68 | | | | | | 03/22/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 03/21/2018 | | | | | | 78,599(3) | | | | | | 78,598(3) | | | | | | 92.98 | | | | | | 03/21/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 03/20/2019 | | | | | | 32,101(3) | | | | | | 96,297(3) | | | | | | 117.13 | | | | | | 03/20/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 03/17/2020 | | | | | | — | | | | | | 133,723(3) | | | | | | 154.53 | | | | | | 03/17/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 03/21/2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 68,077(4) | | | | | | 13,248,465 | | | | | | — | | | | | | — | | |
| | | | | | 03/20/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,070(5) | | | | | | 2,738,163 | | | | | | 51,186(6) | | | | | | 9,961,307 | | |
| | | | | | 03/17/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 42,741(7) | | | | | | 8,317,826 | | | | | | 42,741(8) | | | | | | 8,317,826 | | |
| Mr. Garratt | | | | | 03/16/2016 | | | | | | 32,890(3) | | | | | | — | | | | | | 84.67 | | | | | | 03/16/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 03/22/2017 | | | | | | 6,127(3) | | | | | | 9,421(3) | | | | | | 70.68 | | | | | | 03/22/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 03/21/2018 | | | | | | 13,756(3) | | | | | | 13,754(3) | | | | | | 92.98 | | | | | | 03/21/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 03/20/2019 | | | | | | 5,419(3) | | | | | | 16,248(3) | | | | | | 117.13 | | | | | | 03/20/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 03/17/2020 | | | | | | — | | | | | | 23,773(3) | | | | | | 154.53 | | | | | | 03/17/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 03/21/2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,914(4) | | | | | | 2,318,584 | | | | | | — | | | | | | — | | |
| | | | | | 03/20/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,374(5) | | | | | | 462,004 | | | | | | 8,637(6) | | | | | | 1,680,847 | | |
| | | | | | 03/17/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,599(7) | | | | | | 1,478,841 | | | | | | 7,599(8) | | | | | | 1,478,841 | | |
| Mr. Owen | | | | | 08/25/2015 | | | | | | 35,703(9) | | | | | | — | | | | | | 73.73 | | | | | | 08/25/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 03/16/2016 | | | | | | 32,890(3) | | | | | | — | | | | | | 84.67 | | | | | | 03/16/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 03/22/2017 | | | | | | 28,265(3) | | | | | | 9,421(3) | | | | | | 70.68 | | | | | | 03/22/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 03/21/2018 | | | | | | 14,739(3) | | | | | | 14,736(3) | | | | | | 92.98 | | | | | | 03/21/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 03/20/2019 | | | | | | 6,220(3) | | | | | | 18,657(3) | | | | | | 117.13 | | | | | | 03/20/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 08/27/2019 | | | | | | 2,408(9) | | | | | | 7,224(9) | | | | | | 138.75 | | | | | | 08/27/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 03/17/2020 | | | | | | — | | | | | | 32,688(3) | | | | | | 154.53 | | | | | | 03/17/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 03/21/2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,762(4) | | | | | | 2,483,613 | | | | | | — | | | | | | — | | |
| | | | | | 03/20/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,726(5) | | | | | | 530,507 | | | | | | 9,915(6) | | | | | | 1,929,558 | | |
| | | | | | 03/17/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,449(7) | | | | | | 2,033,480 | | | | | | 10,446(8) | | | | | | 2,032,896 | | |
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(9) | 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 ($)(9) | |||||||||||||||||||||||||||
Mr. Vasos | 03/20/2012 | 37,440 | (1) | — | 45.25 | 03/20/2022 | — | — | — | — | ||||||||||||||||||||||||||
03/18/2013 | 27,492 | (1) | — | 48.11 | 03/18/2023 | — | — | — | — | |||||||||||||||||||||||||||
12/03/2013 | 2,880 | (1) | — | 56.48 | 12/03/2023 | — | — | — | — | |||||||||||||||||||||||||||
03/18/2014 | 37,926 | (1) | — | 57.91 | 03/18/2024 | — | — | — | — | |||||||||||||||||||||||||||
03/17/2015 | 33,590 | (2) | 11,196 | (2) | 74.72 | 03/17/2025 | — | — | — | — | ||||||||||||||||||||||||||
06/03/2015 | 85,562 | (3) | 171,120 | (3) | 76.00 | 06/03/2025 | — | — | — | — | ||||||||||||||||||||||||||
03/16/2016 | 59,801 | (2) | 59,798 | (2) | 84.67 | 03/16/2026 | — | — | — | — | ||||||||||||||||||||||||||
03/16/2016 | — | 85,759 | (3) | 84.67 | 03/16/2026 | — | — | — | — | |||||||||||||||||||||||||||
03/22/2017 | 40,378 | (2) | 121,134 | (2) | 70.68 | 03/22/2027 | — | — | — | — | ||||||||||||||||||||||||||
03/21/2018 | — | 157,197 | (2) | 92.98 | 03/21/2028 | — | — | — | — | |||||||||||||||||||||||||||
03/16/2016 | — | — | — | — | 8,119 | (4) | 934,010 | — | — | |||||||||||||||||||||||||||
03/22/2017 | — | — | — | — | 24,737 | (5) | 2,845,744 | 20,145 | (6) | 2,317,481 | ||||||||||||||||||||||||||
03/21/2018 | — | — | — | — | 20,073 | (7) | 2,309,198 | 61,386 | (8) | 7,061,845 | ||||||||||||||||||||||||||
Mr. Garratt | 12/03/2014 | 5,031 | (1) | — | 66.69 | 12/03/2024 | — | — | — | — | ||||||||||||||||||||||||||
03/17/2015 | 7,502 | (2) | 2,500 | (2) | 74.72 | 03/17/2025 | — | — | — | — | ||||||||||||||||||||||||||
12/02/2015 | 5,872 | (1) | 1,957 | (1) | 65.35 | 12/02/2025 | — | — | — | — | ||||||||||||||||||||||||||
03/16/2016 | 16,446 | (2) | 16,444 | (2) | 84.67 | 03/16/2026 | — | — | — | — | ||||||||||||||||||||||||||
03/22/2017 | 9,423 | (2) | 28,263 | (2) | 70.68 | 03/22/2027 | — | — | — | — | ||||||||||||||||||||||||||
03/21/2018 | — | 27,510 | (2) | 92.98 | 03/21/2028 | — | — | — | — | |||||||||||||||||||||||||||
03/16/2016 | — | — | — | — | 2,232 | (4) | 256,769 | — | — | |||||||||||||||||||||||||||
03/22/2017 | — | — | — | — | 5,770 | (5) | 663,781 | 4,698 | (6) | 540,458 | ||||||||||||||||||||||||||
03/21/2018 | — | — | — | — | 3,513 | (7) | 404,136 | 10,743 | (8) | 1,235,875 | ||||||||||||||||||||||||||
Mr. Owen | 08/25/2015 | 26,778 | (1) | 8,925 | (1) | 73.73 | 08/25/2025 | — | — | — | — | |||||||||||||||||||||||||
03/16/2016 | 16,446 | (2) | 16,444 | (2) | 84.67 | 03/16/2026 | — | — | — | — | ||||||||||||||||||||||||||
03/22/2017 | 9,423 | (2) | 28,263 | (2) | 70.68 | 03/22/2027 | — | — | — | — | ||||||||||||||||||||||||||
03/21/2018 | — | 29,475 | (2) | 92.98 | 03/21/2028 | — | — | — | — | |||||||||||||||||||||||||||
03/16/2016 | — | — | — | — | 2,232 | (4) | 256,769 | — | — | |||||||||||||||||||||||||||
03/22/2017 | — | — | — | — | 5,770 | (5) | 663,781 | 4,698 | (6) | 540,458 | ||||||||||||||||||||||||||
03/21/2018 | — | — | — | — | 3,764 | (7) | 433,011 | 11,508 | (8) | 433,011 |
Proxy Statement |
EXECUTIVE COMPENSATION
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 ($)(9) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(9) | |||||||||||||||||||||||||||
Mr. Ravener | 03/18/2014 | 27,812 | (1) | — | 57.91 | 03/18/2024 | — | — | — | — | ||||||||||||||||||||||||||
03/17/2015 | 24,633 | (2) | 8,210 | (2) | 74.72 | 03/17/2025 | — | — | — | — | ||||||||||||||||||||||||||
03/16/2016 | 16,446 | (2) | 16,444 | (2) | 84.67 | 03/16/2026 | — | — | — | — | ||||||||||||||||||||||||||
03/22/2017 | 10,096 | (2) | 30,282 | (2) | 70.68 | 03/22/2027 | — | — | — | — | ||||||||||||||||||||||||||
03/21/2018 | — | 29,475 | (2) | 92.98 | 03/21/2028 | — | — | — | — | |||||||||||||||||||||||||||
03/16/2016 | — | — | — | — | 2,232 | (4) | 256,769 | — | — | |||||||||||||||||||||||||||
03/22/2017 | — | — | — | — | 6,183 | (5) | 711,292 | 5,034 | (6) | 579,111 | ||||||||||||||||||||||||||
03/21/2018 | — | — | — | — | 3,764 | (7) | 433,011 | 11,508 | (8) | 433,011 | ||||||||||||||||||||||||||
Mr. Reiser | 08/29/2017 | 11,516 | (1) | 34,545 | (1) | 76.89 | 08/29/2027 | — | — | — | — | |||||||||||||||||||||||||
03/21/2018 | — | 25,545 | (2) | 92.98 | 03/21/2028 | — | — | — | — | |||||||||||||||||||||||||||
03/21/2018 | — | — | — | — | 3,262 | (7) | 375,260 | 9,975 | (8) | 1,147,524 |
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| | | | | | | | | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||
| Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | | 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 ($)(1) | | |||||||||||||||||||||||||||
| Ms. Taylor | | | | | 03/16/2016 | | | | | | 32,890(3) | | | | | | — | | | | | | 84.67 | | | | | | 03/16/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 03/22/2017 | | | | | | — | | | | | | 9,758(3) | | | | | | 70.68 | | | | | | 03/22/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 03/21/2018 | | | | | | 13,756(3) | | | | | | 13,754(3) | | | | | | 92.98 | | | | | | 03/21/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 03/20/2019 | | | | | | 5,619(3) | | | | | | 16,851(3) | | | | | | 117.13 | | | | | | 03/20/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 03/17/2020 | | | | | | — | | | | | | 22,287(3) | | | | | | 154.53 | | | | | | 03/17/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 03/21/2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,914(4) | | | | | | 2,318,584 | | | | | | — | | | | | | — | | |
| | | | | | 03/20/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,462(5) | | | | | | 479,130 | | | | | | 8,958(6) | | | | | | 1,743,316 | | |
| | | | | | 03/17/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,125(7) | | | | | | 1,386,596 | | | | | | 7,122(8) | | | | | | 1,386,012 | | |
| Mr. Wenkoff | | | | | 08/29/2017 | | | | | | 15,517(9) | | | | | | 10,795(9) | | | | | | 76.89 | | | | | | 08/29/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 03/21/2018 | | | | | | 12,773(3) | | | | | | 12,772(3) | | | | | | 92.98 | | | | | | 03/21/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 03/20/2019 | | | | | | 5,217(3) | | | | | | 15,648(3) | | | | | | 117.13 | | | | | | 03/20/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 03/17/2020 | | | | | | — | | | | | | 22,287(3) | | | | | | 154.53 | | | | | | 03/17/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 03/21/2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,062(4) | | | | | | 2,152,776 | | | | | | — | | | | | | — | | |
| | | | | | 03/20/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,286(5) | | | | | | 444,878 | | | | | | 8,316(6) | | | | | | 1,618,377 | | |
| | | | | | 03/17/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,125(7) | | | | | | 1,386,596 | | | | | | 7,122(8) | | | | | | 1,386,012 | | |
| Mr. Reiser | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
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 ($)(4) | ||||||||||||||
Mr. Vasos | — | — | 32,770 | 3,065,634 | ||||||||||||||
Mr. Garratt | — | — | 7,949 | 743,629 | ||||||||||||||
Mr. Owen | — | — | 7,127 | 666,731 | ||||||||||||||
Mr. Ravener | 87,107 | 5,659,045 | 10,179 | 952,245 | ||||||||||||||
Mr. Reiser | — | — | — | — |
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| | | | Option Awards | | | Stock Awards | | ||||||||||||||||||
| Name | | | Number of Shares Acquired on Exercise (#)(1) | | | Value Realized on Exercise ($)(2) | | | Number of Shares Acquired on Vesting (#)(3) | | | Value Realized on Vesting ($)(4) | | ||||||||||||
| Mr. Vasos | | | | | 363,524 | | | | | | 46,246,838 | | | | | | 31,870 | | | | | | 4,881,209 | | |
| Mr. Garratt | | | | | 45,000 | | | | | | 5,295,286 | | | | | | 6,590 | | | | | | 1,009,324 | | |
| Mr. Owen | | | | | — | | | | | | — | | | | | | 6,850 | | | | | | 1,049,146 | | |
| Ms. Taylor | | | | | 70,587 | | | | | | 8,684,148 | | | | | | 6,787 | | | | | | 1,039,497 | | |
| Mr. Wenkoff | | | | | 16,870 | | | | | | 2,022,247 | | | | | | 2,231 | | | | | | 341,700 | | |
| Mr. Reiser | | | | | 52,738 | | | | | | 6,297,751 | | | | | | 2,274 | | | | | | 348,286 | | |
2020
2020
Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Balance at Last FYE ($)(4) | ||||||||||||
Mr. Vasos | 155,495 | 45,665 | 2,251 | 1,231,374 | ||||||||||||
Mr. Garratt | 35,326 | 21,363 | (2,090 | ) | 169,431 | |||||||||||
Mr. Owen | 32,633 | 19,036 | (2,852 | ) | 166,067 | |||||||||||
Mr. Ravener | 28,944 | 15,358 | (4,716 | ) | 595,322 | |||||||||||
Mr. Reiser | 33,224 | 22,101 | (316 | ) | 60,356 |
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(1) Of the reported amounts, the following are reported in the Summary Compensation Table as “Salary” for 2020: Mr. Vasos ($67,086); Mr. Garratt ($38,364); Mr. Owen ($41,170); Ms. Taylor ($30,251); Mr. Wenkoff ($37,820); and Mr. Reiser ($22,786). (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 for years prior to 2020 in a Summary Compensation Table: Mr. Vasos ($1,276,964); Mr. Garratt ($281,226); Mr. Owen ($207,225); Ms. Taylor ($540,208); Mr. Wenkoff ($0); and Mr. Reiser ($193,024). 362021 Proxy Statement |
EXECUTIVE COMPENSATION
Only Messrs. Vasos and Owen have outstanding stock options that were awarded prior to 2016. Because Mr. Reiser’s employment ended effective September 24, 2020, which was before the end of our 2020 fiscal year, we discuss below only the payments and benefits he received or will receive in connection therewith. Such payments and benefits to Mr. Reiser, and the treatment of his outstanding equity awards, are described under “Payments Upon Involuntary Termination—Involuntary Termination without Cause” and all other scenarios are inapplicable to him.
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determination by the Social Security Administration. Dependent upon the cause of death or loss suffered, a named executive officer may also be eligible to receive payment of up to $50,000 under our group accidental death &and dismemberment program. Additionally, in the event of death on or after the last day of a fiscal year, a named executive officer will receive payment for his incentive bonus earned for that fiscal year under the terms of our Teamshare program (which otherwise generally requires that a participant remain employed on the payment date to be entitled to any incentive bonus earned for that fiscal year).
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Stock Options. The portion of the outstanding unvested stock options that would have become vested and exercisable within the one-year period following the Normal Retirement date if such officer had remained employed with us shall remain outstanding for a one-year period following the Normal Retirement date and shall become vested and exercisable on the anniversary of the grant date that falls within such one-year period. However, if during such one-year period the officer dies or incurs a disability (as defined in the governing agreement), such portion shall instead become immediately vested and exercisable upon such death or disability. Otherwise, any option which is unvested and unexercisable on the Normal Retirement date shall immediately expire without payment. The officer may exercise the option to the extent vested and exercisable any time prior to the 5th anniversary of the Normal Retirement date, but no later than the 10th anniversary of the grant date. • Performance Share Units. With the exception outlined below, the vesting and payment of the PSUs in a Normal Retirement scenario before the end of the applicable one-year or three-year performance period and on or after the end of such periods is identical to the vesting and payment in the death and disability scenarios discussed above for the PSUs during these respective time periods. However, if the Normal Retirement occurs on or after the end of the one-year performance period but before an 382021 Proxy Statement |
EXECUTIVE COMPENSATION
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the 5th anniversary of the applicable grant date. If a named executive officer resigns under the circumstances described in (2) below, his or her equity will be treated as described under “Voluntary Termination without Good Reason” below. See “Payments After a Change in Control” for a discussion of treatment of equity awards if a named executive officer resigns with good reason within two years following a change in control.
EXECUTIVE COMPENSATION
Note that any
The named executive officer will forfeit any unpaid severance amounts, and we retain any other rights we have available under law or equity, upon a material breach of any continuing obligation under the applicable employment agreement or the release, which include the following business protection provisions:
EXECUTIVE COMPENSATION
Voluntary Termination without Good Reason
Payments After a Change in Control
Upon
agreement, unless the officer experiences a “qualifying termination.” A change in control (as defined in the governing document) that occurs after the end of an applicable performance period with respect to PSUs, or that occurs at any time with respect to stock options, will have no effect upon any such PSUs or such stock options unless the named executive officer will have one year fromexperiences a “qualifying termination” or, solely with respect to the termination date (but no later than the 10th anniversary of the grant date) in which2020 PSUs awarded to exercise outstanding vested options that were granted prior to 2016 if he resigns or is involuntarily terminated within two years following the change in control under any scenario other than retirement or involuntary termination with cause, in which respective cases, he will have five years from the retirement date (but no later than the 10th anniversary of the grant date) to exercise such vested options and will forfeit any vested but unexercised options held at the time of the termination with cause.
Mr. Vasos, a “qualifying early retirement.”
EXECUTIVE COMPENSATION
on the termination date subject in the case of the 2017 PSUs and 2018 PSUs, to asix-month delay if applicable to comply with Section 409A of the Internal Revenue Code. To qualify as a resignation with good reason for this purpose, the officer must have provided written notice of the existence of the circumstances providing grounds for resignation with good reason within 30 days of the initial existence of such grounds and must have given Dollar Generalus at least 30 days from receipt of such notice to cure such condition. In addition, the resignation must have become effective no later than one year after the initial existence of the condition constituting good reason.
after-tax benefit would be at least $50,000 more than it would be without capping the payments. In such case, such officer’s payments and benefits would not be capped and he or she would be responsible for the excise tax payment. We would not pay any additional amount to cover the excise tax. The table below reflects the uncapped amounts, subject to reduction in the circumstances described in this paragraph.
The
Various Termination Events or Change in Control as of February 1,January 29, 2021
| Name/Item | | | Death ($)(3) | | | Disability ($)(3) | | | Retirement ($)(4) | | | Voluntary Without Good Reason ($) | | | Involuntary Without Cause or Voluntary With Good Reason ($) | | | Involuntary With Cause ($) | | | Change in Control With Qualifying Termination ($) | | |||||||||||||||||||||
| Mr. Vasos | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Equity Vesting Due to Event(1) | | | | | 62,673,543 | | | | | | 62,673,543 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | 42,888,323 | | |
| Cash Severance | | | | | 6,075,000 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | 12,825,000 | | | | | | n/a | | | | | | 12,825,000 | | |
| Health Payment | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | 24,145 | | | | | | n/a | | | | | | 24,145 | | |
| Outplacement(2) | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | 8,500 | | | | | | n/a | | | | | | 8,500 | | |
| Life Insurance Proceeds | | | | | 3,375,000 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | |
| Total | | | | | 72,123,543 | | | | | | 62,673,543 | | | | | | n/a | | | | | | n/a | | | | | | 12,857,645 | | | | | | n/a | | | | | | 55,745,968 | | |
| Mr. Garratt | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Equity Vesting Due to Event(1) | | | | | 10,649,632 | | | | | | 10,649,632 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | 7,194,526 | | |
| Cash Severance | | | | | 1,736,125 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | 2,899,208 | | | | | | n/a | | | | | | 2,899,208 | | |
| Health Payment | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | 16,068 | | | | | | n/a | | | | | | 16,068 | | |
| Outplacement(2) | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | 8,500 | | | | | | n/a | | | | | | 8,500 | | |
| Life Insurance Proceeds | | | | | 1,930,000 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | |
| Total | | | | | 14,315,757 | | | | | | 10,649,632 | | | | | | n/a | | | | | | n/a | | | | | | 2,923,775 | | | | | | n/a | | | | | | 10,118,301 | | |
| Mr. Owen | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Equity Vesting Due to Event(1) | | | | | 12,835,980 | | | | | | 12,835,980 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | 8,677,943 | | |
| Cash Severance | | | | | 2,484,144 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | 3,596,316 | | | | | | n/a | | | | | | 3,596,316 | | |
| Health Payment | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | 24,952 | | | | | | n/a | | | | | | 24,952 | | |
| Outplacement(2) | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | 8,500 | | | | | | n/a | | | | | | 8,500 | | |
| Life Insurance Proceeds | | | | | 2,071,000 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | |
| Total | | | | | 17,391,124 | | | | | | 12,835,980 | | | | | | n/a | | | | | | n/a | | | | | | 3,629,768 | | | | | | n/a | | | | | | 12,307,711 | | |
| Ms. Taylor | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Equity Vesting Due to Event(1) | | | | | 10,614,531 | | | | | | 10,614,531 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | 7,213,527 | | |
| Cash Severance | | | | | 1,368,961 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | 2,286,069 | | | | | | n/a | | | | | | 2,286,069 | | |
| Health Payment | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | 24,249 | | | | | | n/a | | | | | | 24,249 | | |
| Outplacement(2) | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | 8,500 | | | | | | n/a | | | | | | 8,500 | | |
| Life Insurance Proceeds | | | | | 1,522,000 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | |
| Total | | | | | 13,505,492 | | | | | | 10,614,531 | | | | | | n/a | | | | | | n/a | | | | | | 2,318,819 | | | | | | n/a | | | | | | 9,532,345 | | |
| Mr. Wenkoff | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Equity Vesting Due to Event(1) | | | | | 10,199,454 | | | | | | 10,199,454 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | 6,953,748 | | |
| Cash Severance | | | | | 1,180,125 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | 1,970,727 | | | | | | n/a | | | | | | 1,970,727 | | |
| Health Payment | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | 24,952 | | | | | | n/a | | | | | | 24,952 | | |
| Outplacement(2) | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | 8,500 | | | | | | n/a | | | | | | 8,500 | | |
| Life Insurance Proceeds | | | | | 1,312,000 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | |
| Total | | | | | 12,691,579 | | | | | | 10,199,454 | | | | | | n/a | | | | | | n/a | | | | | | 2,004,179 | | | | | | n/a | | | | | | 8,957,927 | | |
Name/Item | Death ($)(3) | Disability ($)(3) | Retirement ($)(4) | Voluntary ($) | Involuntary ($) | Involuntary With Cause ($) | Change in Control ($) | Change in Control With Qualifying Termination ($) | ||||||||||||||||||||||||
Mr. Vasos | ||||||||||||||||||||||||||||||||
Equity Vesting Due to Event(1) | 28,297,377 | 28,297,377 | n/a | n/a | n/a | n/a | 7,131,948 | 27,425,489 | ||||||||||||||||||||||||
Cash Severance | 1,717,068 | n/a | n/a | n/a | 7,717,068 | n/a | n/a | 7,717,068 | ||||||||||||||||||||||||
Health Payment | n/a | n/a | n/a | n/a | 13,060 | n/a | n/a | 13,060 | ||||||||||||||||||||||||
Outplacement(2) | n/a | n/a | n/a | n/a | 8,500 | n/a | n/a | 8,500 | ||||||||||||||||||||||||
Life Insurance Proceeds | 3,000,000 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||
Total | 33,014,445 | 28,297,377 | n/a | n/a | 7,738,628 | n/a | 7,131,948 | 35,164,117 | ||||||||||||||||||||||||
Mr. Garratt | ||||||||||||||||||||||||||||||||
Equity Vesting Due to Event(1) | 4,260,312 | 4,260,312 | n/a | n/a | n/a | n/a | 198,043 | 4,054,390 | ||||||||||||||||||||||||
Cash Severance | 518,698 | n/a | n/a | n/a | 2,517,132 | n/a | n/a | 2,517,132 | ||||||||||||||||||||||||
Health Payment | n/a | n/a | n/a | n/a | 21,639 | n/a | n/a | 21,639 | ||||||||||||||||||||||||
Outplacement(2) | n/a | n/a | n/a | n/a | 8,500 | n/a | n/a | 8,500 | ||||||||||||||||||||||||
Life Insurance Proceeds | 1,813,000 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||
Total | 6,592,010 | 4,260,312 | n/a | n/a | 2,547,271 | n/a | 198,043 | 6,601,661 | ||||||||||||||||||||||||
Mr. Owen | ||||||||||||||||||||||||||||||||
Equity Vesting Due to Event(1) | 4,512,962 | 4,512,962 | n/a | n/a | n/a | n/a | 368,692 | 4,307,615 | ||||||||||||||||||||||||
Cash Severance | 469,697 | n/a | n/a | n/a | 2,279,341 | n/a | n/a | 2,279,341 | ||||||||||||||||||||||||
Health Payment | n/a | n/a | n/a | n/a | 21,639 | n/a | n/a | 21,639 | ||||||||||||||||||||||||
Outplacement(2) | n/a | n/a | n/a | n/a | 8,500 | n/a | n/a | 8,500 | ||||||||||||||||||||||||
Life Insurance Proceeds | 1,642,000 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||
Total | 6,624,659 | 4,512,962 | n/a | n/a | 2,309,480 | n/a | 368,692 | 6,617,095 | ||||||||||||||||||||||||
Mr. Ravener | ||||||||||||||||||||||||||||||||
Equity Vesting Due to Event(1) | 4,629,512 | 4,629,512 | n/a | n/a | n/a | n/a | 331,027 | 4,408,866 | ||||||||||||||||||||||||
Cash Severance | 416,595 | n/a | n/a | n/a | 2,021,649 | n/a | n/a | 2,021,649 | ||||||||||||||||||||||||
Health Payment | n/a | n/a | n/a | n/a | 21,639 | n/a | n/a | 21,639 | ||||||||||||||||||||||||
Outplacement(2) | n/a | n/a | n/a | n/a | 8,500 | n/a | n/a | 8,500 | ||||||||||||||||||||||||
Life Insurance Proceeds | 1,456,000 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||
Total | 6,502,107 | 4,629,512 | n/a | n/a | 2,051,789 | n/a | 331,027 | 6,460,654 | ||||||||||||||||||||||||
Mr. Reiser | ||||||||||||||||||||||||||||||||
Equity Vesting Due to Event(1) | 2,384,139 | 2,384,139 | n/a | n/a | n/a | n/a | n/a | 2,391,387 | ||||||||||||||||||||||||
Cash Severance | 477,456 | n/a | n/a | n/a | 2,466,226 | n/a | n/a | 2,466,226 | ||||||||||||||||||||||||
Health Payment | n/a | n/a | n/a | n/a | 21,639 | n/a | n/a | 21,639 | ||||||||||||||||||||||||
Outplacement(2) | n/a | n/a | n/a | n/a | 8,500 | n/a | n/a | 8,500 | ||||||||||||||||||||||||
Life Insurance Proceeds | 1,669,000 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||
Total | 4,530,595 | 2,384,139 | n/a | n/a | 2,496,365 | n/a | n/a | 4,887,752 |
| | | Payments in |
with Termination ($) |
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Cash Payment for Extension of Business Protection Provisions | | | | | 1,582,646 | | | |
| Equity Vesting Due to Event | | | | | n/a | | |
| Cash Severance | | | | | 2,642,908 | | |
| Health Payment | | | | | 23,005 | | |
| Outplacement(1) | | | | 8,500 | | | |
| Life Insurance Proceeds | | | | | n/a | | |
| Total | | | | | 4,257,059 | | |
employees and our Chief Executive Officer (our “CEO”). This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below.
986.
Our determination of the median compensated employee yielded two potential median compensated employees because the median population we used had an even number of employees. From the two employees, we selected as the median compensated employee the employee who worked more of the year than the other.
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | ||||||
T. Rowe Price Associates, Inc.(1) | 25,102,029 | 9.7 | % | |||||
BlackRock, Inc.(2) | 22,207,042 | 8.6 | % | |||||
The Vanguard Group(3) | 19,414,565 | 7.5 | % | |||||
Barrow, Hanley, Mewhinney & Strauss, LLC(4) | 14,226,902 | 5.5 | % |
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(1) T. Rowe Price Associates, Inc. has sole power to vote or direct the vote of 7,372,703 shares and sole power to dispose or direct the disposition of 20,481,800 shares. The address of T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, Maryland 21202. All information is based solely on Amendment No. 6 to Statement on Schedule 13G filed on February 16, 2021. (2) The Vanguard Group, through various subsidiaries, has shared power to vote or direct the vote of 458,349 shares, sole power to dispose or direct the disposition of 18,044,927 shares, and shared power to dispose or direct the disposition of 1,133,487 shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. All information is based solely on Amendment No. 7 to Statement on Schedule 13G filed on February 10, 2021. (3) BlackRock, Inc., through various subsidiaries, has sole power to vote or direct the vote of 15,547,412 shares and sole power to dispose or direct the disposition of 17,574,737 shares. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055. All information is based solely on Amendment No. 6 to Statement on Schedule 13G filed on January 29, 2021. 462021 Proxy Statement |
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Name of Beneficial Owner | | | Amount and Nature of Beneficial Ownership(1)(2) | | | Percent of Class | | |||||||
| Warren F. Bryant | | | | 38,676 | | | | | | * | | | |
| Michael M. Calbert | | | | 108,688 | | | | | | * | | | |
| Patricia D. Fili-Krushel(4) | | | | 25,671 | | | | | | * | | | |
| Timothy I. McGuire | | | | 6,037 | | | | | | * | | | |
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William C. Rhodes, III | | | | 49,206 | | | | | | * | | | ||
| Debra A. Sandler | | | | | 478 | | | | | | * | | |
| Ralph E. Santana | | | | | — | | | | | | — | | |
| Todd J. Vasos | | | | 835,797 | | | | | | * | | | |
| John W. Garratt | | | | 110,558 | | | | | | * | | | |
| Jeffery C. Owen | | | | 186,227 | | | | | | * | | | |
| Rhonda M. Taylor | | | | 119,940 | | | | | | * | | | |
| Carman R. Wenkoff | | | | | 67,512 | | | | | | * | | |
| Jason S. Reiser | | | | 2,530 | | | | | | * | | | |
| All current directors and executive officers as a group | | | | 1,741,434 | | | | | | * | | |
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* Denotes less than 1% of class. (1) Share totals have been rounded to the nearest whole share. (2) Includes the following number of shares (1) underlying RSUs (including RSUs credited, where applicable, as a result of dividend equivalents earned |
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Section 16(a) Beneficial Ownership Reporting Compliance
The U.S. securities laws require our executive officers, directors, and greater than 10% shareholders to file reports of ownership and changes in ownership on Forms 3, 4, and 5 with the SEC. Based solely upon a review of these reports
furnished to us during and with respect to 2018,the RSUs) and earned PSUs that are or written representationscould be settleable within 60 days of March 12, 2021 over which the person will not have voting or investment power until the applicable RSUs and PSUs are settled, and (2) subject to options exercisable either currently or within 60 days of March 12, 2021 over which the person will not have voting or investment power until exercised: Mr. Bryant (2,991 RSUs; 13,013 options); Mr. Calbert (20,979 RSUs; 13,013 options); Ms. Fili-Krushel (956 RSUs; 12,892 options); Mr. McGuire (956 RSUs); Mr. Rhodes (956 RSUs; 13,013 options); Ms. Sandler (478 RSUs); Mr. Vasos (89,359 PSUs; 626,083 options); Mr. Garratt (15,634 PSUs; 85,850 options); Mr. Owen (17,608 PSUs; 151,405 options); Ms. Taylor (15,520 PSUs; 80,091 options); Mr. Wenkoff (14,580 PSUs; 50,683 options); and all current directors and executive officers as a group (30,441 RSUs; 166,266 PSUs; 1,193,776 options). Such shares are considered outstanding for computing the percentage owned by each named person and by the group but not for any other person. Excludes shares underlying RSUs that no Form 5 reports were required, we believe that eachare vested but deferred at the election of thoseMss. Fili-Krushel and Sandler and Mr. Santana, but over which such persons filed,will not have voting or investment power until the applicable RSUs are settled on a timely basis, the reports required by Section 16(a)date that is later than 60 days after March 12, 2021.
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we have
At our 2020 annual meeting of shareholders, over 92% of shareholder votes were cast in support of our executive compensation program.
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The Board of Directors unanimously recommends that | ||||
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While the Audit Committee has the responsibilities and powers set forth in its charter, the Audit Committee does not have the duty to plan or conduct audits or to determine that Dollar General’s financial statements are complete, accurate, or in accordance with generally accepted accounting principles. Dollar General’s management and independent auditor have this responsibility.
This report has been furnished by the members of the Audit Committee:
Wasauditor.
independence prior to making the final selection.
Who has the Audit Committee selected as the independent registered public accounting firm?
auditor?
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The Board of Directors unanimously recommends that | ||||
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two fiscal years. Information related to audit fees for 20182020 includes amounts billed through February 1, 2019,January 29, 2021, and additional amounts estimated to be billed for the 20182020 period for audit services rendered.
Service | 2018 Aggregate Fees Billed ($) | 2017 Aggregate Fees Billed ($) | ||||||
Audit Fees(1) | 2,898,361 | 2,743,085 | ||||||
Audit-Related Fees(2) | 35,000 | 35,000 | ||||||
Tax Fees(3) | 2,431,222 | 1,804,562 | ||||||
All Other Fees(4) | 7,120 | 1,995 |
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Service 2020 Aggregate Fees Billed ($) 2019 Aggregate Fees Billed ($) Audit Fees(1) 2,704,793 2,700,625 Audit-Related Fees(2) — — Tax Fees(3) 2,231,915 1,563,430 All Other Fees(4) 6,450 7,100
impair the independence of the independent auditor. The Committee’s Chairman (or any Committee member if the Chairman is unavailable) maypre-approve such services between Committee meetings and must report to the Committee at its next meeting with respect to all services sopre-approved. The Committeepre-approved 100% of the services provided by Ernst & Young LLP during 20182020 and 2017.
| Plan category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | Weighted-average exercise price of outstanding options, warrants and rights (b) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | |||||||||
| Equity compensation plans approved by security holders(1) | | | | | 3,786,370 | | | | | $ | 104.69 | | | | | | 14,363,390 | | |
| Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
| Total(1) | | | | | 3,786,370 | | | | | $ | 104.69 | | | | | | 14,363,390 | | |
| | | | Fiscal 2020 | | | Fiscal 2019 | | | Fiscal 2018 | | |||||||||
| Stock Options Granted | | | | | 673,030 | | | | | | 649,139 | | | | | | 764,783 | | |
| Time-Based Restricted Stock Units Granted | | | | | 190,156 | | | | | | 230,577 | | | | | | 261,550 | | |
| Performance Share Units Granted(1) | | | | | 240,114 | | | | | | 108,584 | | | | | | 115,619 | | |
| Weighted Average Basic Common Shares Outstanding | | | | | 248,171,000 | | | | | | 256,553,000 | | | | | | 265,155,000 | | |
| Annual Burn Rate(2) | | | | | 0.44% | | | | | | 0.39% | | | | | | 0.43% | | |
| | | | As of 01-29-21 | | | As of 03-17-21 | | | Projected as of 05-26-21 | | |||||||||
| Shares Available for Grant (Prior Plan)(1) | | | | | 14,363,390 | | | | | | 13,420,491 | | | | | | 0 | | |
| Shares Available for Grant (2021 Stock Incentive Plan)(2) | | | | | 0 | | | | | | 0 | | | | | | 11,850,000 | | |
| Stock Options Outstanding (Prior Plan) | | | | | 2,911,540 | | | | | | 3,475,172 | | | | | | 3,475,172 | | |
| Weighted Average Exercise Price of Stock Options Outstanding (Prior Plan) | | | | $ | 104.69 | | | | | $ | 119.20 | | | | | $ | 119.20 | | |
| Weighted Average Remaining Term (Years) of Stock Options Outstanding (Prior Plan) | | | | | 7.0 | | | | | | 7.4 | | | | | | 7.4 | | |
| Time-Based Restricted Stock Units Outstanding (Prior Plan) | | | | | 369,871 | | | | | | 527,341 | | | | | | 527,341 | | |
| Performance Share Units Outstanding (Prior Plan) | | | | | 367,053 | | | | | | 440,733 | | | | | | 440,733 | | |
| Dilution(3) | | | | | 7.5% | | | | | | 7.5% | | | | | | 6.8% | | |
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| | | The Board of Directors unanimously recommends that shareholders vote FOR the approval of the Charter amendment to allow shareholders holding 25% or more of our common stock to request special meetings of shareholders. | |
| | | The Board of Directors unanimously recommends that shareholders vote AGAINST Proposal 6 for the reasons set forth in the Board’s Statement in Opposition, which follows the shareholder proposal. | |
| | | The Board of Directors unanimously recommends that shareholders vote AGAINST Proposal 6. | |
[December 2, 2021].
a properly submitted shareholder proposal by February 29, 2020,25, 2022, then the proxies held by our management may provide the discretion to vote against such shareholder proposal even though the proposal is not discussed in our proxy materials sent in connection with the 20202022 Annual Meeting.
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The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
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E55604-P16936
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