Dollar General Corporation filed SEC Form 8-K: Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
|
|
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| ITEM 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION. |
On June 3, 2025, Dollar General Corporation (the “Company”) issued a news release regarding results of operations and financial condition for the fiscal 2025 first quarter (13 weeks) ended May 2, 2025. The news release is furnished as Exhibit 99 hereto and is incorporated herein by reference.
The information contained within this Item 2.02, including the information in Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
The Annual Meeting of the Company’s Shareholders was held on May 29, 2025. The following are the final voting results on proposals considered and voted upon by the Company’s shareholders, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2025 (the “Proxy Statement”).
The following individuals were elected to serve as directors of the Company, each of whom will hold office until the Annual Meeting of the Company’s Shareholders to be held in 2026 and until his or her successor is duly elected and qualified. The tabulation of votes on this matter was as follows:
| Name | Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes |
||||||||
| Warren F. Bryant | 167,129,982 | 7,898,510 | 132,381 | 19,208,004 | ||||||||
| Michael M. Calbert | 170,185,993 | 4,795,194 | 179,686 | 19,208,004 | ||||||||
| Ana M. Chadwick | 172,425,266 | 2,596,950 | 138,657 | 19,208,004 | ||||||||
| Timothy I. McGuire | 168,546,877 | 6,438,993 | 175,003 | 19,208,004 | ||||||||
| David P. Rowland | 172,587,636 | 2,395,873 | 177,364 | 19,208,004 | ||||||||
| Debra A. Sandler | 168,957,054 | 6,067,507 | 136,312 | 19,208,004 | ||||||||
| Ralph E. Santana | 173,391,862 | 1,539,069 | 229,942 | 19,208,004 | ||||||||
| Kathleen M. Scarlett | 173,487,897 | 1,540,949 | 132,027 | 19,208,004 | ||||||||
| Todd J. Vasos | 173,829,496 | 1,197,951 | 133,426 | 19,208,004 |
The resolution regarding the compensation of the Company’s named executive officers as disclosed in the Proxy Statement was approved on an advisory (non-binding) basis. The tabulation of votes on this matter was as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | ||||||||
| 161,795,027 | 11,239,625 | 2,126,221 | 19,208,004 | ||||||||
The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2025 was ratified. The tabulation of votes on this matter was as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | ||||||||
| 181,411,121 | 12,707,902 | 249,854 | 0 | ||||||||
A shareholder proposal to remove the one-year holding period requirement to call a special shareholders’ meeting was not approved. The tabulation of votes on this matter was as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | ||||||||
| 25,673,809 | 149,323,693 | 163,371 | 19,208,004 | ||||||||
A shareholder proposal to adopt a comprehensive human rights policy was not approved. The tabulation of votes on this matter was as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | ||||||||
| 40,050,578 | 134,547,800 | 562,495 | 19,208,004 | ||||||||
A shareholder proposal to publish a food waste transparency report was not approved. The tabulation of votes on this matter was as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | ||||||||
| 17,598,307 | 156,807,747 | 754,819 | 19,208,004 | ||||||||
A shareholder proposal to publish a report on employee access to timely, quality healthcare was not approved. The tabulation of votes on this matter was as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | ||||||||
| 13,689,169 | 157,367,799 | 4,103,905 | 19,208,004 | ||||||||
| ITEM 7.01 | REGULATION FD DISCLOSURE. |
The information set forth in Item 2.02 above is incorporated herein by reference. The news release also:
| · | sets forth statements regarding, among other things, the Company’s outlook, as well as the Company’s planned conference call to discuss the reported financial results, the Company’s outlook, and certain other matters; and |
| · | announces that on June 2, 2025, the Company’s Board of Directors declared a quarterly cash dividend of $0.59 per share on the Company’s outstanding common stock payable on or before July 22, 2025 to shareholders of record on July 8, 2025. |
The information contained within this Item 7.01, including the information in Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.
2
| 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 June 3, 2025 |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
3
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: June 3, 2025 | DOLLAR GENERAL CORPORATION | |
| By: | /s/ Rhonda M. Taylor | |
| Rhonda M. Taylor | ||
| Executive Vice President and General Counsel | ||
4