8-KLeadership ChangesExhibits & Filings

DOLLAR GENERAL CORP 8-K Report, Executive Changes (Mar 19, 2015)

Filed March 19, 2015For Securities:DG

Summary

This 8-K filing from Dollar General Corporation (DG) on March 19, 2015, primarily details the formal grant of a Restricted Stock Unit (RSU) award to Richard W. Dreiling, Chairman and Chief Executive Officer, under his Employment Transition Agreement. This award, referred to as the "Transition RSU Award," was granted on March 17, 2015, by the Compensation Committee of the Board of Directors. The RSU award is a significant component of Mr. Dreiling's executive compensation as he transitions out of his role, ensuring continued alignment and incentivizing specific post-employment obligations. For investors, this filing clarifies the compensation structure for a key executive during a transition period. The Transition RSU Award consists of 57,670 units with specific vesting and payment schedules, subject to acceleration under certain conditions like termination without cause, good reason, death, disability, or a change in control. It's important to note that the award is contingent on Mr. Dreiling adhering to business protection provisions outlined in his Employment Transition Agreement, making adherence to these covenants critical for the realization of the award.

Key Highlights

  • 1Formal grant of 57,670 restricted stock units (Transition RSU Award) to CEO Richard W. Dreiling.
  • 2Award granted on March 17, 2015, by the Compensation Committee, as part of his Employment Transition Agreement.
  • 3The RSU award is time-based, with full vesting scheduled for January 29, 2016, upon voluntary termination.
  • 4Vesting and payment can accelerate upon specific events: termination by the Company without cause, resignation by Mr. Dreiling for good reason, death, disability, or a change in control.
  • 5Payment of the vested award is scheduled in two equal installments on the first two anniversaries of the grant date, with potential acceleration.
  • 6The RSU award is subject to forfeiture or reduction if Mr. Dreiling breaches business protection provisions outlined in his employment agreement.

Frequently Asked Questions

The main purpose of this filing is to report the formal grant of a Restricted Stock Unit (RSU) award, known as the "Transition RSU Award," to Dollar General's CEO, Richard W. Dreiling, under the terms of his previously announced Employment Transition Agreement.

The Transition RSU Award is set to fully vest upon Mr. Dreiling's voluntary termination of employment on or after January 29, 2016. Upon vesting, the shares will be paid out in two equal installments on the first two anniversaries of the grant date (March 17, 2015), unless certain acceleration events occur.

Yes, the award is subject to forfeiture or reduction if Mr. Dreiling breaches certain business protection provisions, such as non-compete or confidentiality clauses, as detailed in his Employment Transition Agreement. Additionally, the award is contingent on specific employment termination scenarios and adherence to the RSU Agreement's terms.

Accelerated vesting can occur if Mr. Dreiling's employment is terminated by the Company without cause, or if he resigns for "good reason." Accelerated payment (of vested awards) can occur in the event of his death, disability, or a change in control of the Company.