Independent
Tenure on this board
18.9 yrs
Also a director at
Pvh Corp (PVH)
9 nominees · 6 ballot items.
Election of nine directors; Advisory (non-binding) vote to approve named executive officer compensation; Ratification of Ernst & Young LLP as independent auditor; Three shareholder proposals: (4) amend director resignation policy to require directors who fail to obtain majority vote to leave within nine months; (5) report on feasibility of adopting a comprehensive human rights policy; (6) reduce shareholder special meeting ownership threshold from 25% to 10%.
Election of nine director nominees to the Board of Directors for a one-year term.
Advisory, non-binding vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
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.
Ratify the Audit Committee’s selection of Ernst & Young LLP as Dollar General’s independent registered public accounting firm for fiscal 2026.
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.
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.
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.
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.
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).
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.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 11.38% | 25,065,438 | $3.3B |
| 2 | STATE STREET CORP | 5.00% | 11,017,002 | $1.5B |
| 3 | PZENA INVESTMENT MANAGEMENT LLC | 4.79% | 10,548,982 | $1.4B |
| 4 | BlackRock, Inc. | 3.10% | 6,827,414 | $906M |
| 5 | BlackRock, Inc. | 2.38% | 5,241,871 | $696M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.29% | 5,038,792 | $666M |
| 7 | BlackRock, Inc. | 2.13% | 4,688,892 | $623M |
| 8 | First Eagle Investment Management, LLC | 1.96% | 4,305,866 | $572M |
| 9 | AQR CAPITAL MANAGEMENT LLC | 1.63% | 3,585,896 | $476M |
| 10 | Life Cycle Investment Partners Ltd | 1.24% | 2,736,302 | $363M |
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