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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  January 19, 2016


Dollar General Corporation

(Exact name of registrant as specified in its charter)


Tennessee

001-11421

61-0502302

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)


100 Mission Ridge

Goodlettsville, Tennessee

 

37072

(Address of principal executive offices)

  (Zip Code)


Registrant’s telephone number, including area code:     (615) 855-4000

 

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

          On January 19, 2016, Richard W. Dreiling communicated his decision to step down as a member and Chairman of the Board of Directors of Dollar General Corporation (the “Company”) effective as of the close of business on January 29, 2016 to coincide with his previously announced retirement as Senior Advisor.  Mr. Dreiling’s decision did not involve any disagreement with the Company.

ITEM 7.01

REGULATION FD DISCLOSURE.

           On January 21, 2016, the Company issued a news release announcing that Board member Michael M. Calbert has been appointed Chairman of the Board of Directors of the Company effective January 30, 2016.  The news release is furnished as Exhibit 99 to this Current Report and is incorporated herein by reference.  

          The information contained within this Item 7.01, including the information in Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

 

           (a)

Financial statements of businesses acquired.  N/A

           (b)

Pro forma financial information.  N/A

           (c)

Shell company transactions.  N/A

           (d)

Exhibits.  See Exhibit Index immediately following the signature page hereto.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:

January 21, 2016

DOLLAR GENERAL CORPORATION

 
 
 

By:

 

/s/ Rhonda M. Taylor

 

Rhonda M. Taylor

Executive Vice President and General Counsel

2

EXHIBIT INDEX

Exhibit No.

 

Description

 

99

News release dated January 21, 2016


3

Exhibit 99

Dollar General Names Michael M. Calbert as Non-Executive Chairman of the Board

Rick Dreiling to Retire as a Member and the Chairman of the Board

GOODLETTSVILLE, Tenn.--(BUSINESS WIRE)--January 21, 2016--Dollar General Corporation (NYSE:DG) today announced that Rick Dreiling will step down as a member and the chairman of the board of directors of Dollar General effective January 29, 2016 and it has named Michael M. “Mike” Calbert as non-executive chairman effective January 30, 2016. Calbert has been a member of the board of directors of Dollar General for over eight years. He served as chairman of the board of Dollar General from July 2007 to December 2008 and has been lead director since March 2014. Dreiling’s resignation from the board of directors coincides with his previously announced retirement as senior advisor.

“On behalf of the board of directors, we thank Rick for his leadership and wish him the best in retirement. Looking ahead, I am excited to continue to work with Dollar General, its chief executive officer Todd Vasos and his highly experienced senior leadership team,” said Calbert. “I believe Dollar General is well-positioned for future growth and to capitalize on opportunities to create long-term shareholder value.”

Calbert has nearly 30 years of retail experience. He joined KKR & Co. L.P. (“KKR”) in January 2000 and led the Retail industry team within KKR’s Private Equity platform prior to his retirement in January 2014. Calbert joined Randall's Food Markets beginning in 1994 and served as the Chief Financial Officer from 1997 until it was sold in September 1999. Calbert also previously worked as a certified public accountant and consultant, where his primary focus was the retail and consumer industry. Calbert formerly served on the board of directors for Academy, Ltd., Pets at Home Group Plc., Shoppers Drug Mart Corporation, Toys“R”Us, Inc. and US Foods, Inc.

About Dollar General Corporation

Dollar General Corporation has been delivering value to shoppers for over 75 years. Dollar General helps shoppers Save time. Save money. Every day!® by offering products that are frequently used and replenished, such as food, snacks, health and beauty aids, cleaning supplies, basic apparel, housewares and seasonal items at low everyday prices in convenient neighborhood locations. Dollar General operates 12,396 stores in 43 states as of October 30, 2015. In addition to high quality private brands, Dollar General sells products from America's most-trusted manufacturers such as Clorox, Energizer, Procter & Gamble, Hanes, Coca-Cola, Mars, Unilever, Nestle, Kimberly-Clark, Kellogg's, General Mills, and PepsiCo. For more information on Dollar General, please visit www.dollargeneral.com .

CONTACTS
Dollar General Corporation
Investor Contacts:
Mary Winn Pilkington, 615-855-5536
or
Matt Hancock, 615-855-4811
or
Media Contacts:
Dan MacDonald, 615-855-5209
or
Crystal Ghassemi, 615-855-5210