Dollar General Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
On August 12, 2024, the Board of Directors (the “Board”) of Dollar General Corporation (the “Company”) increased its size from nine to ten members, appointed Ms. Kathleen M. Scarlett to serve as a director of the Company until the 2025 annual meeting of shareholders and until her successor is duly elected and qualified, and appointed Ms. Scarlett to serve as a member of the Board’s Compensation and Human Capital Management Committee and Nominating, Governance and Corporate Responsibility Committee, in each case effective as of August 12, 2024.
Ms. Scarlett will be entitled to the applicable components of the standard compensation provided to non-employee directors, as adjusted by the Board from time to time. For the Company’s 2024 fiscal year, such standard compensation consists of: (1) a $95,000 annual cash retainer (prorated for Board service during the fiscal year) paid in quarterly installments; (2) an annual equity award with an estimated value of $190,000 of restricted stock units under the Dollar General Corporation 2021 Stock Incentive Plan, subject to terms and conditions as set forth substantially in the form of award agreement on file with the Securities and Exchange Commission (“SEC”) as described in the Company’s Definitive Proxy Statement filed with the SEC on April 5, 2024; and (3) retainers for each of the chairpersons of the Audit Committee, the Compensation and Human Capital Management Committee and the Nominating, Governance and Corporate Responsibility Committee of $25,000, $20,000 and $17,500, respectively.
There are no arrangements or understandings between Ms. Scarlett and any other person pursuant to which she was appointed as a director, and she has no transactions, relationships or arrangements with the Company that would require disclosure under Item 404(a) of Regulation S-K.
A copy of the Company’s news release announcing the appointment of Ms. Scarlett is attached hereto as Exhibit 99.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
| (a) | Financial statements of businesses acquired. N/A | |
| (b) | Pro forma financial information. N/A | |
| (c) | Shell company transactions. N/A | |
| (d) | Exhibits. See Exhibit Index to this report. |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99 | News release issued August 14, 2024 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | August 14, 2024 | DOLLAR GENERAL CORPORATION | ||
| By: | /s/ Rhonda M. Taylor | |||
| Rhonda M. Taylor | ||||
| Executive Vice President and General Counsel | ||||
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