Dollar General (DG) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 28, 2026, and will be held virtually, with shareholders able to vote on key proposals and participate online.

• The Board highlights strong 2025 performance, ongoing board refreshment, and robust shareholder engagement, including outreach to holders of 52% of shares and direct engagement with 28%.

• New executive appointments include Donny Lau as CFO and Emily Taylor as COO, both bringing significant experience to their roles.

• The company emphasizes its mission of serving others, operational priorities, and values such as integrity, growth, and respect.

Voting matters and shareholder proposals

• Shareholders will vote on the election of nine directors, an advisory say-on-pay vote, ratification of the auditor, and three shareholder proposals.

• Shareholder proposals include: amending the director resignation policy, reporting on the feasibility of a comprehensive human rights policy, and reducing the ownership threshold for calling special meetings from 25% to 10%.

• The Board recommends voting against all three shareholder proposals, citing existing robust policies and alignment with market practices.

Board of directors and corporate governance

• The Board consists of nine members, with 33.3% female and 33.3% racially diverse representation; average tenure is six years.

• Board committees include Audit, Compensation and Human Capital Management (CHCM), Nominating, Governance and Corporate Responsibility (NGCR), and Technology.

• Annual board and committee evaluations are conducted, with input from independent consultants every three years.

• Shareholder engagement is ongoing, with feedback informing governance, compensation, and sustainability decisions.

• Proxy access allows shareholders with 3% ownership for three years to nominate up to 20% of the board.