8-KLeadership ChangesRegulation FDExhibits & Filings

DOLLAR GENERAL CORP 8-K Report, Executive Changes (Jul 12, 2022)

Filed July 12, 2022For Securities:DG

Summary

Dollar General Corporation (DG) announced a significant leadership transition via an 8-K filing on July 12, 2022. Effective November 1, 2022, current Chief Executive Officer Todd Vasos will step down from his CEO role but will transition to a senior advisory position until April 1, 2023, followed by a potential two-year consulting agreement. Mr. Vasos is also expected to remain on the Board of Directors. This transition paves the way for the immediate promotion of Jeffery Owen, the current Chief Operating Officer, to the CEO position, also effective November 1, 2022. Mr. Owen has a long history with Dollar General, having been with the company for over 21 years previously and returning in 2015. The company has outlined a compensation package for Mr. Owen that includes an increase in base salary to $1,125,000, a higher targeted annual incentive opportunity of 150% of base salary, and a one-time long-term incentive award valued at approximately $6,000,000 in the form of stock options. An employment agreement has been formalized for Mr. Owen, effective November 1, 2022, with a term extending through May 31, 2026, and includes provisions for severance benefits in case of termination without cause or resignation for good reason.

Key Highlights

  • 1Todd Vasos to step down as CEO on November 1, 2022, transitioning to advisory and consulting roles.
  • 2Jeffery Owen, current COO, appointed as the new Chief Executive Officer, effective November 1, 2022.
  • 3Jeffery Owen brings extensive experience to the CEO role, with a long tenure at Dollar General.
  • 4Mr. Owen's annual base salary will increase to $1,125,000.
  • 5Targeted annual incentive opportunity for Mr. Owen increases to 150% of base salary.
  • 6Mr. Owen to receive a one-time long-term incentive award of approximately $6,000,000 in stock options.
  • 7A new employment agreement for Mr. Owen is effective November 1, 2022, with defined terms and severance provisions.

Frequently Asked Questions

Todd Vasos has informed the Company of his decision to step down from his position as Chief Executive Officer. He will transition to a senior advisory role and is expected to retire from employment on April 1, 2023, with a potential consulting agreement thereafter. He is also expected to remain on the Board of Directors.

Jeffery Owen, the current Chief Operating Officer, has been appointed as the new Chief Executive Officer. His appointment is effective immediately following Mr. Vasos' resignation from the CEO role on November 1, 2022.

Effective upon his assumption of the CEO role, Mr. Owen's annual base salary will increase from $925,000 to $1,125,000. His targeted annual incentive opportunity will rise to 150% of his base salary. Additionally, he will receive a one-time long-term incentive award valued at approximately $6,000,000 in the form of stock options.

Mr. Owen's new employment agreement is effective November 1, 2022, and extends through May 31, 2026, with automatic one-year renewal periods. It outlines his CEO responsibilities, board nomination commitment, compensation terms, and includes two-year non-competition and non-solicitation provisions post-termination. The agreement also details severance benefits if he is terminated without cause or resigns for good reason.