8-KLeadership Changes

DOLLAR GENERAL CORP 8-K Report, Executive Changes (Apr 29, 2020)

Filed April 29, 2020For Securities:DG

Summary

This 8-K filing from Dollar General Corporation (DG) on April 29, 2020, primarily announces a change in its Board of Directors. Sandra B. Cochran resigned from the Board and as a director nominee for the upcoming Annual Meeting, effective April 27, 2020. Her resignation is attributed to her desire to focus on other responsibilities and is not due to any disagreement with the company. In response, the Board has accepted Ms. Cochran's resignation, reduced the Board size from nine to eight members, and appointed Debra A. Sandler to fill the vacancy on the Audit Committee. Ms. Sandler has been determined to be independent for NYSE listing standards and the company's Corporate Governance Guidelines. The company also noted that existing proxy cards remain valid, but votes cast for all nominees will now apply to the eight remaining candidates.

Key Highlights

  • 1Director Sandra B. Cochran resigned from the Board and as a nominee for the upcoming Annual Meeting.
  • 2Ms. Cochran's resignation is effective April 27, 2020, and is not due to any disagreement with the company.
  • 3The Board of Directors' size has been reduced from nine to eight members.
  • 4Debra A. Sandler has been appointed to fill the vacancy on the Audit Committee.
  • 5Ms. Sandler has been deemed independent for NYSE listing standards and the company's Corporate Governance Guidelines.
  • 6Existing proxy cards remain valid for the May 27, 2020 Annual Meeting.
  • 7Votes cast for all nominees on original proxy cards will be counted for the eight remaining director nominees.

Frequently Asked Questions

Sandra B. Cochran resigned from the Board of Directors to focus on her other responsibilities. The company stated her resignation was not the result of any disagreement with Dollar General.

Following Ms. Cochran's resignation, the size of the Board of Directors has been reduced from nine members to eight members.

Debra A. Sandler has been appointed to fill the vacancy on the Audit Committee created by Ms. Cochran's resignation. She has been determined to be independent.

No, the company stated that the form of proxy card included in the original distribution remains valid. However, any votes submitted with instructions to vote for all nominees will now be voted only for the eight remaining director nominees.