ITEM
5.02
DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(e)
At
the
beginning of the Company’s 2006 fiscal year, the Compensation Committee of the
Board of Directors of Dollar General Corporation (the “Company”) had established
certain net income goals in connection with the Company’s annual “Teamshare”
bonus program (for a description of the Teamshare bonus program, see the
Company’s Current Report on Form 8-K dated March 16, 2006, filed with the SEC on
March 21, 2006). The Teamshare bonus program is designed to motivate and reward
the performance of approximately 7,000 Company employees who are necessary
to
the Company’s success.
Over
the
course of the year, it became clear that the Teamshare net income goals were
no
longer a relevant measure of management’s success because of significant
restructuring of the business and strategic changes (as described in the
Company’s Current Report on Form 8-K dated November 28, 2006, filed with the SEC
on November 29, 2006) and that those goals would not be met. After extensive
discussion and analysis, and with authority from the Board of Directors, the
Compensation Committee determined that a discretionary bonus payout should
be
authorized, outside of the annual “Teamshare” bonus program, to recognize the
restructuring and strategic efforts made by the Company over the course of
the
year. The Committee believes that this action is necessary to align the fiscal
year 2006 short-term performance incentive more closely to the Company’s current
revitalization strategy, to reward these critical employees for their
accomplishments to date towards the implementation of that revised strategy,
and
to motivate and retain the officers and employees who are integral to the
strategy’s continued successful execution.
Accordingly,
on January 30, 2007, the Compensation Committee authorized an approximately
$9.6
million discretionary bonus pool to be distributed to the officers and employees
of the Company who would have been eligible to receive a bonus payout under
the
previously established annual “Teamshare” bonus program. No payouts under the
2006 Teamshare bonus program will be made.
David
Perdue, Chief Executive Officer, and David Bere, President and Chief Operating
Officer, at their own request, were not considered for a payout from the
authorized discretionary bonus pool.
The
amounts to be paid to the Company’s executive officers have been determined by
the Compensation Committee. The amounts to be paid to the Company’s
non-executive officers and other employees will be determined in the discretion
of Mr. Perdue, with special emphasis on high performers.
The
Compensation Committee determined that the following executive officers, who
were the Company’s “named executive officers” in its 2006 Proxy Statement, shall
be paid the following amounts from the discretionary bonus pool:
David
Tehle,
Executive
Vice President &
Chief
Financial Officer
|
$188,500
|
|
|
Beryl
J. Buley,
Division
President, Merchandising, Marketing & Supply
Chain
|
$186,875
|
|
|
Kathleen
R. Guion,
Division
President, Store Operations & Store Development
|
$162,500
|