UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

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

 

Filed by the Registrant x
 
Filed by a Party other than the Registrant ¨
 
Check the appropriate box:
 
¨  Preliminary Proxy Statement
¨  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
x Definitive Additional Materials
¨  Soliciting Material under §240.14a-12
   
Dollar General Corporation
(Name of Registrant as Specified in Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
x  No fee required.
   
¨  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
   
  (1) Title of each class of securities to which transaction applies:
     
     
  (2) Aggregate number of securities to which transaction applies:
     
     
  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
     
     
  (4) Proposed maximum aggregate value of transaction:
     
     
  (5) Total fee paid:
     
     
¨  Fee paid previously with preliminary materials.
   
¨  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
   
  (1) Amount Previously Paid:
     
     
  (2) Form, Schedule or Registration Statement No.:
     
     
  (3) Filing Party:
     
     
  (4) Date Filed:
     

 

 

 

 

 

 

 

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): April 27, 2020

 

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) (IRS 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on
which registered
Common Stock, par value $0.875 per share DG New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

 

On April 27, 2020, Sandra B. Cochran, a member of the Board of Directors (the “Board”) of Dollar General Corporation (the “Company”), submitted her resignation from the Board and withdrew as a director nominee for election at the Company’s Annual Meeting of Shareholders to be held on May 27, 2020 (the “2020 Annual Meeting”). Ms. Cochran’s service on the Board and its Audit Committee concluded following the close of business on April 27, 2020 (the “Effective Time”). Ms. Cochran resigned to focus on her other responsibilities. Her resignation is not the result of any disagreement with the Company.

 

The Board has accepted Ms. Cochran’s resignation and withdrawal as a director nominee and, effective immediately following the Effective Time, reduced the size of the Board from nine to eight and appointed Debra A. Sandler, who the Board has found to be independent for purposes of the New York Stock Exchange listing standards and as defined in the Company’s Corporate Governance Guidelines for both Board and Audit Committee purposes, to fill the vacancy on the Audit Committee created by Ms. Cochran’s resignation.

 

Other than Ms. Cochran, the nominees named in the Company’s Definitive Proxy Statement dated April 2, 2020 (the “Proxy”) will stand for election at the 2020 Annual Meeting. Notwithstanding Ms. Cochran’s resignation and withdrawal as a director nominee, the form of proxy card included in the original distribution of the Proxy remains valid; however, any votes that are submitted with instructions to vote for all the Board’s nominees will be voted only for the eight remaining nominees named in the Proxy.

 

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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:  April 29, 2020 DOLLAR GENERAL CORPORATION
     
  By: /s/ Rhonda M. Taylor
    Rhonda M. Taylor
    Executive Vice President and General Counsel

 

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