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): May 25, 2022
| 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, TN |
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 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
The Annual Meeting of Shareholders of Dollar General Corporation (the “Company”) was held on May 25, 2022. The following are the final voting results on proposals considered and voted upon by the Company’s shareholders, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 1, 2022 (the “Proxy Statement”).
The following individuals were elected to serve as directors of the Company, each of whom will hold office until the Annual Meeting of the Company’s Shareholders to be held in 2023 and until his or her successor is duly elected and qualified. The tabulation of votes on this matter was as follows:
| Name | Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | ||||
| Warren F. Bryant | 184,303,295 | 11,432,731 | 306,050 | 10,283,363 | ||||
| Michael M. Calbert | 163,901,240 | 29,447,530 | 2,693,306 | 10,283,363 | ||||
| Patricia D. Fili-Krushel | 179,421,345 | 16,317,224 | 303,507 | 10,283,363 | ||||
| Timothy I. McGuire | 193,055,803 | 2,675,435 | 310,838 | 10,283,363 | ||||
| William C. Rhodes, III | 184,886,536 | 10,859,126 | 296,414 | 10,283,363 | ||||
| Debra A. Sandler | 186,895,650 | 8,846,762 | 299,664 | 10,283,363 | ||||
| Ralph E. Santana | 188,087,127 | 7,643,907 | 311,042 | 10,283,363 | ||||
| Todd J. Vasos | 192,973,599 | 2,782,268 | 286,209 | 10,283,363 |
The resolution regarding the compensation of the Company’s named executive officers as disclosed in the Proxy Statement was approved on an advisory (non-binding) basis. The tabulation of votes on this matter was as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||
| 170,539,776 | 22,361,495 | 3,140,805 | 10,283,363 | |||
The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2022 was ratified. The tabulation of votes on this matter was as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||
| 196,590,454 | 9,431,394 | 303,591 | 0 |
A shareholder proposal requesting political spending disclosure was approved. The tabulation of votes on this matter was as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||
| 111,278,949 | 83,994,794 | 768,333 | 10,283,363 |
| 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 to this report.
EXHIBIT INDEX
| Exhibit No. | Description |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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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: May 31, 2022 | DOLLAR GENERAL CORPORATION | |
| By: | /s/ Rhonda M. Taylor | |
| Rhonda M. Taylor | ||
| Executive Vice President and General Counsel | ||
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