8-KOther Events

DOLLAR GENERAL CORP 8-K Report, Corporate Update (May 26, 2006)

Filed May 26, 2006For Securities:DG

Summary

This Form 8-K filing by Dollar General Corporation (DG) on May 26, 2006, addresses a disclosure requirement from the New York Stock Exchange regarding a relationship involving a Board member. The Board of Directors evaluated the relationship between Director David Wilds and a vendor to the company. The evaluation concluded that Mr. Wilds' indirect relationship with a vendor, where he is a director and a 9.1% shareholder, is immaterial and does not compromise his independence. The company's payments to this vendor represent a small fraction of the vendor's revenue (2.4%-3.2%) and an even smaller fraction of Dollar General's revenue (less than 0.2%). The Board's determination was based on Mr. Wilds' passive investment role and the lack of any influence exerted or attempted through his board position.

Key Highlights

  • 1Disclosure of a relationship between Director David Wilds and a vendor to Dollar General.
  • 2Mr. Wilds is a director and a 9.1% shareholder in the vendor company.
  • 3The Board of Directors unanimously determined the relationship is immaterial and does not impair Mr. Wilds' independence.
  • 4Payments to the vendor constituted 2.4%-3.2% of the vendor's gross revenue over the last 3 fiscal years.
  • 5Payments to the vendor constituted less than 0.2% of Dollar General's consolidated gross revenue over the last 3 fiscal years.
  • 6Determination based on Mr. Wilds' passive investment status and lack of influence on vendor relationships.

Frequently Asked Questions

The primary reason for this filing is to disclose a relationship between Director David Wilds and a vendor of Dollar General, as requested by the New York Stock Exchange, to ensure transparency regarding director independence.

Mr. Wilds is a director and holds a 9.1% ownership stake in the vendor company that supplies Dollar General.

The Board, excluding Mr. Wilds and the CEO, unanimously determined the relationship was immaterial. They based this on Mr. Wilds being a passive investor without involvement in the vendor's management or operations, and the absence of any undue influence on business dealings between the company and the vendor.

The financial significance is minimal. Payments made by Dollar General to the vendor represented less than 0.2% of Dollar General's consolidated gross revenue in each of the last three fiscal years.