8-KLeadership ChangesExhibits & Filings

DOLLAR GENERAL CORP 8-K Report, Executive Changes (Apr 22, 2008)

Filed April 22, 2008For Securities:DG

Summary

Dollar General Corporation (DG) filed an 8-K on April 22, 2008, reporting two key events. First, Executive Vice President of Human Resources, Challis M. Lowe, announced her decision to retire, with the effective date to be determined and reported later. Ms. Lowe will receive benefits consistent with a termination without cause after a change-in-control, contingent on signing a release. Second, the Compensation Committee approved the fiscal 2008 annual bonus program, the '2008 Teamshare Program,' for named executive officers, including CEO Rick Dreiling. This program links cash bonuses to the Company's achievement of a pre-established EBITDA performance measure, adjusted for specific transaction-related costs and other non-recurring items. The target performance level is set at a challenging, but consistent level with prior years' performance-based awards, with a threshold set at 95% of the target. Notably, there is no maximum EBITDA performance level defined for this program.

Key Highlights

  • 1Executive Vice President of Human Resources, Challis M. Lowe, has announced her retirement, with the effective date to be determined.
  • 2Ms. Lowe's retirement benefits will be consistent with a termination without cause following a change-in-control.
  • 3The Compensation Committee approved the 2008 Teamshare Program, an annual cash bonus plan for named executive officers.
  • 4Bonuses under the 2008 Teamshare Program are tied to the Company's fiscal 2008 EBITDA performance.
  • 5EBITDA calculations for the bonus program will exclude specific transaction, legal, and consulting fees related to the proposed acquisition.
  • 6The target performance level for the 2008 Teamshare Program is considered challenging and comparable to prior years.
  • 7There is no maximum EBITDA performance level set for the 2008 Teamshare Program, allowing for potentially unlimited payouts above target.

Frequently Asked Questions

Challis M. Lowe, Executive Vice President of Human Resources, has decided to retire. The specific retirement date is yet to be determined. Investors should note that her departure will trigger specific compensation and benefits as outlined in her employment agreement, treating it similarly to a termination without cause post-change-in-control, provided she signs a release.

The 2008 Teamshare Program ties executive bonuses directly to the company's Earnings Before Interest, Taxes, Amortization, and Depreciation (EBITDA) performance for fiscal year 2008. The target performance level is considered challenging, and the threshold for any bonus payout is set at 95% of this target.

The EBITDA calculation for the 2008 Teamshare Program will exclude costs related to the proposed acquisition by affiliates of Kohlberg Kravis Roberts & Co. This includes monitoring fees, consulting, accounting, legal, banking, filing, disclosure costs, and expenses related to any related litigation or settlements. Additionally, any non-recurring or extraordinary items, as determined by the CEO and CFO and approved by the Committee, will also be excluded.

Unlike previous years, there is no maximum EBITDA performance level established for the 2008 Teamshare Program. This means that if the company significantly exceeds the target EBITDA performance, the bonuses for named executive officers could be substantially higher, potentially reaching up to 200% of their target bonus and even more for performance above 110% of the target.