8-KLeadership ChangesExhibits & Filings

DOLLAR GENERAL CORP 8-K Report, Executive Changes (May 31, 2018)

Filed May 31, 2018For Securities:DG

Summary

Dollar General Corporation (DG) filed an 8-K on May 31, 2018, to announce a new employment agreement for its Chief Executive Officer, Todd J. Vasos, effective June 3, 2018. This agreement, replacing a previous one, sets an initial term through June 3, 2021, with provisions for automatic yearly extensions unless specific notice is given. The agreement also guarantees Mr. Vasos's annual re-nomination to the Board of Directors, subject to shareholder election. Key aspects for investors include the guaranteed minimum annual base salary of $1,200,000, which is subject to annual review and potential increases at the Board's discretion. The agreement outlines that incentive compensation will be determined under the existing annual bonus program for senior executives. Furthermore, the filing details severance provisions in case of termination without cause or resignation for good reason, which include substantial continued base salary payments, bonus payouts, and continued benefits for a defined period, providing a layer of executive retention and security.

Key Highlights

  • 1New employment agreement for CEO Todd J. Vasos effective June 3, 2018.
  • 2Initial term of the agreement is through June 3, 2021, with automatic annual extensions.
  • 3Guaranteed minimum annual base salary of $1,200,000 for Mr. Vasos, subject to annual review and potential increases.
  • 4Incentive compensation will be determined under the company's annual bonus program for senior executives.
  • 5The agreement includes customary business protection provisions such as non-competition and confidentiality clauses.
  • 6Significant severance package outlined for termination without cause or resignation for good reason, including continued salary and bonus payments.
  • 7Commitment to re-nominating Mr. Vasos for the Board of Directors annually, subject to shareholder approval.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose the details of a new employment agreement entered into between Dollar General Corporation and its Chief Executive Officer, Todd J. Vasos.

The initial term of the employment agreement extends until June 3, 2021. It is subject to automatic year-to-year extensions unless the Company provides written notice otherwise or certain other conditions occur.

Mr. Vasos is guaranteed a minimum annual base salary of $1,200,000, which will be reviewed annually and may be increased. Incentive compensation will be determined under the company's annual bonus program for senior executives. He will also receive customary executive perquisites and fringe benefits.

If Mr. Vasos is terminated by the Company without cause, or resigns for good reason, he is eligible to receive continued base salary payments for 24 months, a lump sum of two times his annual target bonus, a pro-rata portion of his annual bonus for the fiscal year of termination, a lump sum equal to two times the annual contribution for his medical/pharmacy/dental/vision benefits, and outplacement services.