Dollar General (DG) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 29, 2025, to be held virtually, with voting on directors, executive compensation, auditor ratification, and four shareholder proposals.

• Extensive shareholder engagement conducted, with 66% of shares invited and 56% participating, influencing disclosures and compensation decisions.

• Board refreshment continued, with one new independent director added each of the last three years; recent retirement and appointment noted.

Voting matters and shareholder proposals

• Shareholders will vote on nine director nominees, an advisory say-on-pay vote, auditor ratification, and four shareholder proposals.

• Board recommends voting for directors, executive compensation, and auditor ratification, but against all four shareholder proposals.

• Shareholder proposals include: removing the one-year holding period for special meetings, adopting a comprehensive human rights policy, publishing a food waste transparency report, and reporting on employee healthcare access.

Board of directors and corporate governance

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

• All directors except the CEO are independent; robust annual evaluation and succession planning processes in place.

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