Dollar General Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of nine director nominees to the Board of Directors for a one-year term.

2. 2

   Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory, non-binding vote to approve the compensation of the named executive officers as disclosed in the proxy statement.

   More detail

   The proposal asks shareholders to cast an advisory, non-binding vote approving the company’s executive compensation as disclosed in the proxy statement. Management seeks shareholder support to reaffirm alignment between pay and performance and to signal investor endorsement of the CHCM Committee’s compensation practices, which include a mix of short-term and long-term incentives tied to adjusted EBIT, net sales, strategic objectives, adjusted EBITDA and adjusted ROIC, with PSUs and RSUs as long-term incentives. The board recommends a vote FOR, citing strong shareholder engagement and prior say-on-pay results (93.5% support in 2025). While advisory, the vote informs the CHCM Committee when designing future programs; management emphasizes robust governance features—clawback policy, share ownership guidelines, double-trigger change-in-control provisions—and argues the program balances retention and performance. The proposal is routine and non-binding; the board presents it to maintain accountability and to gauge investor sentiment.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm (Ernst & Young LLP

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Ernst & Young LLP as Dollar General’s independent registered public accounting firm for fiscal 2026.

4. 4

   Amendment to Director Resignation Policy (Directors Who Fail To Obtain A Majority Vote

   Shareholder — John CheveddenBoard: AGAINST

   Shareholder proposal requesting the Board to ensure directors who fail to obtain a majority vote in an uncontested election leave the Board as soon as possible but no later than nine months after the failed election.

   More detail

   Shareholder Proposal 4 calls for mandatory departure of any director who fails to receive a majority vote in an uncontested election, within nine months. The proponent argues this strengthens shareholder accountability and enables faster board refreshment amid company challenges. Management opposes the proposal, noting Dollar General already uses majority voting and a resignation policy that requires resignations but gives the board discretion to accept or reject after considering circumstances and shareholder engagement. Management contends mandatory removal would impair fiduciary judgment, risk loss of needed expertise, and is unnecessary given robust governance, shareholder engagement, and historical director support; thus board recommends voting AGAINST.

5. 5

   Report on Feasibility of Adopting Comprehensive Human Rights Policy

   Shareholder — Mercy Investment Services, Inc. (with co-filersBoard: AGAINST

   Shareholder proposal requesting a report on the feasibility of adopting a comprehensive human rights policy aligned with international standards covering the Company’s operations and value chain.

   More detail

   Proposal 5 seeks a feasibility report on adopting a comprehensive human rights policy aligned with international standards, citing alleged deficiencies in the company’s policy, audit limitations, OSHA enforcement actions, security incidents, and wage concerns. Management contests the premise, citing existing Human Rights Policy, Code of Business Conduct and Ethics, vendor audits, safety programs, grievance mechanisms, and public Serving Others disclosures; management argues the proposal is redundant and unnecessary. The board recommends voting AGAINST.

6. 6

   Reduce Shareholder Special Meeting Right Ownership Percentage (10% Threshold

   Shareholder — The Accountability Board, Inc.Board: AGAINST

   Shareholder proposal requesting the Board amend governing documents to permit shareholders owning 10% or more of outstanding common stock to call special meetings (reduction from current 25% threshold).

   More detail

   Proposal 6 requests lowering the special meeting ownership threshold to 10% to allow shareholders to call special meetings. Proponent cites prior shareholder support and peer practices. Management opposes, arguing 25% aligns with S&P 500 practice, a lower threshold risks single-shareholder abuse, and previous shareholder outreach favored 25%; board recommends AGAINST.

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When is the Dollar General Corp 2026 annual meeting?

Dollar General Corp (DG) holds its 2026 annual shareholder meeting on Thursday, May 28, 2026.

What is the record date for the Dollar General Corp 2026 meeting?

The record date for the Dollar General Corp 2026 meeting is Thursday, March 19, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Dollar General Corp's 2026 meeting?

The board is presenting 9 director nominees at the Dollar General Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Dollar General Corp 2026 meeting?

Shareholders will vote on 6 proposals at the Dollar General Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.