8-KLeadership ChangesExhibits & Filings

DOLLAR GENERAL CORP 8-K Report, Executive Changes (Mar 13, 2015)

Filed March 13, 2015For Securities:DG

Summary

Dollar General Corporation (DG) filed an 8-K on March 13, 2015, to report on an Employment Transition Agreement (the "Agreement") with its Chairman and Chief Executive Officer, Richard W. Dreiling, effective March 10, 2015. This agreement formalizes Mr. Dreiling's planned retirement, which is set for January 29, 2016, or earlier if a successor CEO is appointed. He will continue in his CEO role until a successor is in place, after which he will transition to a Senior Advisor role until his retirement date. The agreement also details his continued service on the Board of Directors and as Chairman through specific transition points. The Agreement outlines Mr. Dreiling's compensation and benefits during this transition period. This includes his salary, eligibility for the annual bonus program with a waiver of the employment date requirement for payout, a significant restricted stock unit award, continued participation in employee benefit plans, and certain perquisites such as legal expense reimbursement and limited personal use of the company airplane. The filing also notes that outstanding equity awards will continue to vest per their original terms and includes standard business protection provisions.

Key Highlights

  • 1Richard W. Dreiling, CEO and Chairman, has an Employment Transition Agreement formalizing his retirement on January 29, 2016, or earlier upon successor appointment.
  • 2Mr. Dreiling will remain CEO until a successor is named, then serve as Senior Advisor until his retirement date.
  • 3He will continue as a Board member and Chairman through specified transition dates, with potential resignation upon successor CEO appointment.
  • 4His annual salary is set at $1,329,035 through March 31, 2015, increasing to $1,368,242 from April 1, 2015.
  • 5Mr. Dreiling is eligible for the 2015 Teamshare bonus program, with a waiver for the employment on payment date requirement.
  • 6A restricted stock unit award with a targeted value of $4 million will be granted in lieu of a 2015 annual equity award.
  • 7The agreement includes a two-year non-competition and non-solicitation period post-termination.

Frequently Asked Questions

This 8-K filing announces the execution of an Employment Transition Agreement between Dollar General Corporation and its CEO, Richard W. Dreiling, outlining the terms of his planned retirement and transition out of his executive and board roles.

Mr. Dreiling's retirement date is set for January 29, 2016. He will continue as CEO until a successor is appointed, and then serve as Senior Advisor until his retirement date.

During the transition, Mr. Dreiling will receive his salary, be eligible for the annual bonus program (with a waived employment date requirement for payout), receive a $4 million restricted stock unit award, retain employee benefits, and receive certain perquisites such as legal expense reimbursement and limited personal use of the company airplane.

Yes, the agreement includes standard business protection provisions, specifically a two-year non-competition and non-solicitation period that begins after his service termination date.