United States Securities and Exchange Commission

Washington, D.C. 20549

Notice of Exempt Solicitation

Pursuant to Rule 14a-103

Name of the registrant: Dollar General Corporation

Name of persons relying on exemption: Mercy Investment Services, Inc., CommonSpirit Health, Friends Fiduciary Corporation, Sisters of St. Joseph of Peace, WA, Sisters of the Humility of Mary, OH, and United Church Funds

Address of person relying on exemption: Mercy Investment Services, Inc., 2039 North Geyer Road, Saint Louis, MO, 63131

Written materials are submitted pursuant to Rule 14a-6(g) (1) promulgated under the Securities Exchange Act of 1934. Mercy Investment Services and proposal co-filers do not own over $5 million in Dollar General Stock, and this notice is therefore being provided on a voluntary basis.

Mercy Investment Services, Inc. and 5 co-filers urge you to vote for Proposal 5, the Shareholder Proposal requesting the Board of Directors adopt and disclose a comprehensive Human Rights Policy, at the Dollar General Corporation annual meeting on May 29, 2025.

Summary of the Proposal: Shareholders request the Board of Directors adopt and disclose a comprehensive Human Rights Policy which states the Company's commitment to respect human rights, in alignment with international human rights standards, throughout its operations and value chain, and describes steps to identify, assess, prevent, mitigate, and, where appropriate, remedy adverse human rights impacts connected to the business. Adopting and publicly disclosing a Human Rights Policy is a good governance practice that will allow Dollar General to more effectively manage the legal, financial, and reputational risks associated with human rights and labor controversies, which is in the best interest of the company, long-term shareholder value, and employee well-being. 

Support for the Proposal is warranted and in the best interest of shareholders because:

Dollar General acknowledges in its annual report, “Failure to attract, develop and retain qualified employees while controlling labor costs, as well as other labor issues, including employee safety issues, could adversely affect our financial performance.”¹

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¹ https://investor.dollargeneral.com/websites/dollargeneral/English/310010/us-sec-filing.html?format=convpdf&shortDesc=Annual%20Report&secFilingId=b5700569-1f73-4a40-b4e3-d1fd14e48940

Interference with worker organizing in violation of workers’ fundamental rights to freedom of association and collective bargaining has led to NLRB enforcement actions against Dollar General, which may also harm the company’s reputation among its workforce and customer base. The National Labor Relations Board ruled in 2023 that Dollar General engaged in "blatant hallmark unfair labor practices" against workers attempting to organize in Connecticut, including unlawful termination, surveillance, interrogation, and threatening store closures.² As of February 2025, Dollar General has 13 open Unfair Labor Practice cases pending at the NLRB.³ 

Dollar General’s track record of store safety violations interferes with workers’ right to a healthy and safe working environment and negatively impacts corporate performance through millions in fines and a public reputation as an unsafe employer.⁴ In July 2024, OSHA entered into a corporate-wide settlement with Dollar General and ordered it to pay $12 million in fines,⁵ adding to the more than $21 million in OSHA fines Dollar General had accumulated from 2017 to 2023.⁶ Following a majority shareholder vote in 2023 on a shareholder proposal requesting that the company conduct a workplace health and safety audit, Dollar General moved to carry out the audit without meaningful consultation with proponents or recommended worker groups and used an auditor notorious for representing companies in union avoidance work.⁷

Understaffing and poor security also place workers and customers at heightened risks of gun violence at the stores, and the company would benefit from a human rights-based approach to violence prevention. Aggregate data from news reports found that from 2022 to 2024, 79 shootings took place at Dollar General stores and parking lots nationwide, with 90 victims and 38 total fatalities, including multiple children shot and five employees killed.⁸

The UN Global Compact states, “A living wage is an essential aspect of decent work to ensure workers, their families and communities can live in dignity. Addressing low wages is not only an economic imperative, but also a corporate responsibility as reflected in the UN Guiding Principles on Business and Human Rights (UNGPs).” Dollar General pays store associates poverty wages while executive compensation soars. In fiscal year 2023, Dollar General's median worker earned $18,657 while its CEO made $9,727,656, resulting in a 521:1 pay ratio.⁹ 92% of Dollar General workers made less than $15 per hour in 2022, falling well below living wage rates.¹⁰

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² https://www.nlrb.gov/news-outreach/news-story/region-1-boston-wins-administrative-law-judge-decision-finding-dollar

³ https://www.nlrb.gov/search/case/dollar%20general?f%5B0%5D=case_type%3AC&s%5B0%5D=Open&page=0

⁴ https://www.bloomberg.com/news/newsletters/2023-09-20/dollar-general-dg-stores-are-a-dangerous-mess-employees-say-big-take

⁵ http://www.osha.gov/news/newsreleases/national/07112024-0

⁶ https://www.osha.gov/news/newsreleases/region4/07132023

⁷ https://www.bloomberg.com/news/newsletters/2023-09-20/dollar-general-dg-stores-are-a-dangerous-mess-employees-say-big-take

⁸ https://www.stepuplouisiana.org/dollarstore

⁹ https://investor.dollargeneral.com/websites/dollargeneral/English/310010/us-sec-filing.html?format=convpdf&shortDesc=Proxy%20Statement%20%28definitive%29&secFilingId=791eb926-2641-417e-be9f-6e9087050c6d

¹⁰ https://www.epi.org/company-wage-tracker/

These human rights impacts result in significant consequences and demonstrate gaps in Dollar General’s governance of human rights risks and the need for clearer guidance.

Despite Dollar General’s recent adoption of their “Human Rights Policy”¹¹ following the proposal’s filing, the company continues to lack meaningful disclosure concerning its commitment to respect human rights specifically within its own operations. The policy, primarily composed of existing supplier expectations and a code of business conduct and ethics, falls short of a comprehensive human rights policy commitment, applicable across operations and the value chain, aligned with international human rights standards.

Dollar General’s supply chain disclosures reference social compliance standards for its suppliers “consistent with, and based upon, International Labor Organization…metrics,” which is a strong requirement for suppliers. However, the company fails to commit to international labor standards in its own operations.¹²

Its Code of Business Conduct and Ethics does not contain a commitment to respect “human rights.”¹³ Following receipt of the shareholder proposal, Dollar General engaged with proponents and shared the company’s perspective that existing policies for employees, namely the Code of Business Conduct and Ethics, were sufficient to meet the request for a human rights policy. In response, proponents provided examples of peer policies (detailed in section 4) and guidance documents for corporations on adopting a human rights policy.¹⁴ Proponents were notified in March via the draft opposition statement that Dollar General had adopted a “Human Rights Policy” that did not reflect the international standards and best practices shared with the company. The new policy included no new commitment to respect human rights. 

The following gap analysis outlines how Dollar General’s existing policies fail to align with expectations for a comprehensive human rights policy consistent with international standards.

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¹¹ https://www.dollargeneral.com/content/dam/dg/assets/landing-pages/public-relations/corporate-social-responsibility/DG_HumanRightsPolicyMarch2025.pdf

¹² https://investor.dollargeneral.com/dollargeneral/pdf/DG_Human_Rights_Risk_Assessment_and_Supply_Chain_Transparency_Disclosure_--_January_2014_V1.pdf

¹³ https://ir-api.eqs.com/media/document/507dbf4f-98ca-47fd-b017-71701334d812/assets/2024%20Code%20of%20Conduct%20(Revised%20for%20Hotline%20Change%20FINAL%

20052824).pdf?disposition=inline

¹⁴ https://www.ohchr.org/sites/default/files/Documents/Publications/DevelopHumanRightsPolicy_en.pdf; https://shiftproject.org/resource/doing-business-with-respect-for-human-rights/

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¹⁵ https://normlex.ilo.org/dyn/nrmlx_en/f?p%3DNORMLEXPUB:12000:0::NO:&sa=D&source=docs&ust=1744212172513659&usg=AOvVaw3pviVkp74e6ucN6_KxcCdr

¹⁶ https://www.un.org/en/about-us/universal-declaration-of-human-rights

¹⁷ https://mneguidelines.oecd.org/mneguidelines/

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¹⁸ https://normlex.ilo.org/dyn/nrmlx_en/f?p=NORMLEXPUB:12100:0::NO::P12100_ILO_CODE:C155

¹⁹ https://normlex.ilo.org/dyn/nrmlx_en/f?p=normlexpub:12100:0::no:12100:p12100_instrument_id:312332:no

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²⁰ https://www.ohchr.org/sites/default/files/documents/publications/guidingprinciplesbusinesshr_en.pdf

UNGP 16 sets out clear expectations for corporations to adopt and implement a human rights policy: “As the basis for embedding their responsibility to respect human rights, business enterprises should express their commitment to meet this responsibility through a statement of policy that (a) Is approved at the most senior level of the business enterprise; (b) Is informed by relevant internal and/or external expertise; (c) Stipulates the enterprise’s human rights expectations of personnel, business partners and other parties directly linked to its operations, products or services; (d) Is publicly available and communicated internally and externally to all personnel, business partners and other relevant parties; (e) Is reflected in operational policies and procedures necessary to embed it throughout the business enterprise.”²¹

A guidance document by the UN Global Compact and Office of the UN High Commissioner for Human Rights explains how adopting a formal human rights policy commitment is a “precursor to a company’s human rights due diligence towards meeting its responsibility to respect human rights.”²² The policy is also an effective way to communicate clearly with stakeholders about how the company manages human rights risks and creates a mandate for management to allocate sufficient time and resources to address human rights issues.

“A dedicated human rights policy not only allows organizations to lay out comprehensive standards in response to expectations from ESG stakeholders and regulators, but also makes it easier for employees, suppliers, and other partners in the value chain to comprehend and comply with the guidance,” said Dian Zhang, Senior Research Principal with the Gartner for Legal, Risk & Compliance Leaders practice. “In addition, the existence of a stand-alone human rights policy is one of the positive factors that several environment, social, and governance (ESG) rating firms consider when scoring a company’s ESG maturity.”²³

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²¹ https://www.ohchr.org/sites/default/files/documents/publications/guidingprinciplesbusinesshr_en.pdf

²² https://www.ohchr.org/sites/default/files/Documents/Publications/DevelopHumanRightsPolicy_en.pdf

²³ https://corpgov.law.harvard.edu/2024/02/19/cceos-should-address-7-questions-when-considering-a-human-rights-policy/

Dollar Tree,²⁴ Target,²⁵ Walmart,²⁶ Costco,²⁷ and Big Lots²⁸ have each adopted and publicly disclosed comprehensive human rights policies aligned with international standards, demonstrating that this is a corporate governance best practice for the retail industry. In their human rights policies, all five of these Dollar General competitors explicitly reference the United Nations Universal Declaration of Human Rights and the International Labour Organization, formalizing company support for the right to organize and collective bargaining, occupational safety and health, and an adequate standard of living. By refusing to codify those worker rights in a human rights policy, Dollar General has become a laggard of the industry.

For example, Dollar General’s U.S. peer Dollar Tree includes the following “Purpose” on the first page of their human rights policy:

 “Dollar Tree’s Board of Directors and executive management have adopted this Policy to demonstrate their commitment to respecting the human rights and dignity of all workers, domestic and international, throughout Dollar Tree’s supply chain and in our retail stores, distribution centers, and store support center. Dollar Tree has developed this policy in concert with our stakeholders, including Vendors and Associates, and with guidance from internationally accepted labor standards, including the United Nations Universal Declaration of Human Rights, the Guiding Principles on Business and Human Rights, the OECD Guidelines for Multinational Enterprises, and the International Labor Organization Declaration on Fundamental Principles and Rights at Work.“

In addition, Dollar Tree’s human rights policy has an explicit commitment to “freedom of association and following all laws regarding collective bargaining.” Given previous significant NLRB enforcement actions against Dollar General and 13 open Unfair Labor Practice charges with cases still pending, the company’s lack of a parallel commitment, which would in writing ensure its workers’ rights to freedom of association and collective bargaining, raises concern for shareholders. In Dollar General’s Human Rights Policy, the company writes that the Code of Business Conduct and Ethics substantially accounts for its own workers, as it is the document by which “All employees and suppliers will be governed” (p.2). The 2024 Code of Business Conduct and Ethics (see footnote 13) does not include the phrases “freedom of association” or “collective bargaining”. This shortcoming compared to peer policy reveals a significant gap in Dollar General’s governance.

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²⁴ https://www.dollartree.com/file/general/Human_Rights_Policy.pdf

²⁵  https://corporate.target.com/sustainability-governance/responsible-supply-chains/human-rights

²⁶ https://corporate.walmart.com/purpose/esgreport/social/human-rights

²⁷ https://mobilecontent.costco.com/staging/resource/img/25w03130/2e_HumanRights_FY24.pdf

²⁸ https://assets.biglots.com/is/content/biglots/BigLotsHumanRightsPolicyFINAL2023.03v2pdf#:~:text=Big%20Lots%2C%20Inc.%2C%20with,our%20business%

2C%20regardless%20of%20sex%2C

As noted in Table 1 (section 2), Dollar General’s existing policies also lack a commitment to respect human rights and a human rights due diligence process, out of alignment with UNGP 15, 16, and the Guiding Principles on Business and Human Rights. By contrast, Dollar Tree has an explicit commitment to respecting the human rights of all workers in its own operations and supply chain (see first sentence in Purpose statement above). Dollar Tree also has clearer language on due diligence, including a commitment to "Implementing processes and procedures, including training initiatives, to avoid causing or contributing to adverse human rights impacts” and “Preventing and, where necessary, mitigating adverse human rights impacts that are directly linked to our business operations, including our supply chain” (see footnote 16). While Dollar General has shared with proponents directly about its due diligence processes in its own operations, the company has not explicitly mentioned any of them in its Human Rights Policy, which details auditing processes for overseas suppliers but not the company’s own stores and distribution centers. Dollar General’s Human Rights Policy would benefit from inclusion of a commitment to respect human rights and due diligence processes regarding its own operations, in alignment with the responsibility outlined in UNGP 15 and the Guiding Principles on Business and Human Rights.

Adopting a human rights policy would help Dollar General meet its responsibility to respect workers’ rights, protect long-term shareholder value, and provide shareholders with greater transparency on how the company manages human rights risks. 

For questions, please contact Maxwell Homans at Mercy Investment Services, mhomans@mercyinvestments.org

This is not a solicitation of authority to vote your proxy.

Please DO NOT send us your proxy card as it will not be accepted.

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