Dollar General

Todd J. Vasos Transition As previously reported by the Company in a Current Report on Form 8-K filed with the Securities and Exchange Commission on July 12, 2022, Todd J. Vasos will step down from his position as Chief Executive Officer and assume a senior advisory position with the Company for a transition period beginning on November 1, 2022. On August 23, 2022, the Company and Mr. Vasos entered into an amendment to his existing employment agreement with the Company (the “Vasos Employment Agreement Amendment”), effective November 1, 2022, to govern the terms of Mr. Vasos’s employment as Senior Advisor. The Vasos Employment Agreement Amendment, attached hereto as Exhibit 99.2 and incorporated by reference as if fully set forth herein, provides, among other things, that: ● Mr.

On July 27, 2022, the Board of Directors (the “Board”) of Dollar General Corporation (the “Company”) approved an increase of the Board size from eight to nine members, appointed Ms. Ana M. Chadwick to serve as a director of the Company until the 2023 annual meeting of shareholders and until her successor is duly elected and qualified, and appointed Ms. Chadwick to serve as a member of the Audit Committee of the Board, in each case effective as of July 30, 2022. The Board found Ms. Chadwick to be independent for purposes of the New York Stock Exchange listing standards and as defined in the Company’s Corporate Governance Guidelines and has designated her to be an audit committee financial expert. Ms. Chadwick 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.

On July 6, 2022, Todd Vasos informed Dollar General Corporation (the “Company”) of his decision to step down from his position as Chief Executive Officer of the Company effective November 1, 2022. To assist in the transition of leadership, Mr. Vasos is expected to serve in a senior advisory position with the Company beginning November 1, 2022, and continuing through April 1, 2023, at which time he will retire from employment with the Company. The Company anticipates that it will enter into a 2-year consulting agreement with Mr. Vasos following his retirement from the Company. Mr. Vasos is expected to continue to serve as a member of the Company’s Board of Directors (the “Board”), including following his retirement from the Company. On July 8, 2022, the Board approved the promotion of Jeffery Owen, 52, to Chief Executive Officer of the Company effective immediately following Mr.

Approval of the Dollar General Corporation 2021 Stock Incentive Plan At the Annual Meeting of Shareholders of Dollar General Corporation (the “Company”) held on May 26, 2021 (the “Annual Meeting”), the Company’s shareholders approved the Dollar General Corporation 2021 Stock Incentive Plan (the “Plan”), which became effective on May 26, 2021. The Company’s Board of Directors (the “Board”) approved the Plan on March 16, 2021, subject to shareholder approval. Under the Plan, the maximum number of shares of the Company’s common stock available for awards is 11,850,000, less any shares granted under the Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan (the “Prior Plan”) after March 16, 2021 and prior to May 26, 2021 (reduced on a one-for-one basis), resulting in 11,838,143 shares authorized for issuance under the Plan as of May 26, 2021.

On April 5, 2021, Dollar General Corporation (the “Company”) entered into new employment agreements, in each case effective April 1, 2021 (collectively, the “Employment Agreements” and individually, the “Employment Agreement”), with John W. Garratt, Executive Vice President and Chief Financial Officer, Jeffery C. Owen, Chief Operating Officer, Rhonda M. Taylor, Executive Vice President and General Counsel, and Carman R. Wenkoff, Executive Vice President and Chief Information Officer (collectively, the “Named Executive Officers”). The Employment Agreements replace the employment agreements that were in place between the Company and each of the Named Executive Officers.

On September 25, 2020, Dollar General Corporation (the “Company”) announced the departure of Jason Reiser from the Company effective September 24, 2020. Mr. Reiser had served as the Company’s Executive Vice President and Chief Merchandising Officer since July 2017. The Company further announced that Emily Taylor will assume the position of Executive Vice President and Chief Merchandising Officer effective September 25, 2020. Ms. Taylor previously served in various roles of increasing responsibility at the Company since 1998, most recently as Senior Vice President, Channel Innovation. The related press release is attached as Exhibit 99.1 hereto. In addition to the amounts to be paid pursuant to the Employment Agreement between the Company and Mr.

On April 27, 2020, Sandra B. Cochran, a member of the Board of Directors (the “Board”) of Dollar General Corporation (the “Company”), submitted her resignation from the Board and withdrew as a director nominee for election at the Company’s Annual Meeting of Shareholders to be held on May 27, 2020 (the “2020 Annual Meeting”). Ms. Cochran’s service on the Board and its Audit Committee concluded following the close of business on April 27, 2020 (the “Effective Time”). Ms. Cochran resigned to focus on her other responsibilities. Her resignation is not the result of any disagreement with the Company. The Board has accepted Ms. Cochran’s resignation and withdrawal as a director nominee and, effective immediately following the Effective Time, reduced the size of the Board from nine to eight and appointed Debra A.

On March 17 , 2020, the Board of Directors (the “Board”) of Dollar General Corporation (the “Company”) approved an increase of the Board size from eight to nine members, appointed Ms. Debra A. Sandler to serve as a director of the Company until the 2020 annual meeting of shareholders and until her successor is duly elected and qualified, and appointed Ms. Sandler to serve as a member of the Nominating & Governance Committee of the Board, in each case effective as of April 1, 2020. The Board found Ms. Sandler to be independent for purposes of the New York Stock Exchange listing standards and as defined in the Company’s Corporate Governance Guidelines. Ms. Sandler 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.

Effective August 27, 2019 (the “Effective Date”), Dollar General Corporation (the “Company”) named Jeffery C. Owen its Chief Operating Officer with responsibility for Store Operations, Merchandising and Supply Chain. A news release regarding this appointment and related matters is attached hereto as Exhibit 99.2 . Mr. Owen, 49, returned to Dollar General in June 2015 as Executive Vice President of Store Operations, with over 21 years of previous employment experience with the Company. Prior to his departure from Dollar General in July 2014, he was Senior Vice President, Store Operations. Prior to August 2011, Mr. Owen served as Vice President, Division Manager. From November 2006 to March 2007, he served as Retail Division Manager. Prior to November 2006, he was Senior Director, Operations Process Improvement. Mr.

On March 12, 2019, Mr. Robert D. Ravener, Executive Vice President and Chief People Officer, advised the Company of his intention to retire effective May 27, 2019.

On May 31, 2018, the Company entered into a new employment agreement, effective June 3, 2018 (the “Employment Agreement”), with Todd J. Vasos, Chief Executive Officer. The Employment Agreement replaces the employment agreement that was in place between the Company and Mr. Vasos. The initial term of the Employment Agreement extends until June 3, 2021, unless earlier terminated in accordance with the provisions of the Employment Agreement, subject to automatic year to year extensions unless the Company gives written notice within the time frame set forth in the Employment Agreement that no extension or further extension, as applicable, will occur or unless certain other conditions specified in the Employment Agreement occur. The Employment Agreement also commits to annually re-nominating Mr.

On May 17, 2018, Paula A. Price, a member of the Board of Directors of Dollar General Corporation (the “Company”), informed the Company that she has decided to resign from the Board of Directors and to withdraw as a director nominee for election at the Company’s Annual Meeting of Shareholders to be held on May 30, 2018 (the “2018 Annual Meeting”). Ms. Price’s service on the Company’s Board of Directors will conclude effective as of the 2018 Annual Meeting. Ms. Price is resigning to focus on her other responsibilities. Her resignation is not the result of any disagreement with the Company. The Board has accepted Ms. Price’s resignation and withdrawal as a director nominee and reduced the size of the Board from ten to eight effective at the time of the Annual Meeting, which also reflects the previously announced retirement of David B. Rickard at the time of the Annual Meeting.

On various dates commencing April 5, 2018, the Company entered into new employment agreements, in each case effective April 1, 2018 (the “Employment Agreements”), with John W. Garratt, Executive Vice President and Chief Financial Officer (dated April 6, 2018), Jeffery C. Owen, Executive Vice President, Store Operations (dated April 5, 2018), Robert D. Ravener, Executive Vice President and Chief People Officer (dated April 5, 2018), and Rhonda M. Taylor, Executive Vice President and General Counsel (dated April 5, 2018) (collectively, the “Named Executive Officers”). The Employment Agreements replace the employment agreements that were in place between the Company and each of the Named Executive Officers.

David B. Rickard, a member of the Board of Directors of Dollar General Corporation (the “Company”), informed the Company on March 4, 2018 that he has decided to retire from the Board of Directors and therefore will not stand for re-election at the Company’s Annual Meeting of Shareholders on May 30, 2018 (the “2018 Annual Meeting”). Mr. Rickard’s service on the Company’s Board of Directors will conclude effective as of the 2018 Annual Meeting. Mr. Rickard’s decision was not based on any disagreement with the Company.

On February 12, 2018, the Board of Directors (the “Board”) of Dollar General Corporation (the “Company”) increased the Board size to ten members and appointed each of Mr. Timothy I. McGuire and Mr. Ralph E. Santana to serve as a director of the Company until the 2018 annual meeting of shareholders and until his successor is duly elected and qualified. The Board appointed Mr. McGuire to serve as a member of the Compensation Committee of the Board and appointed Mr. Santana to serve as a member of the Nominating & Governance Committee of the Board. All such actions are effective as of February 12, 2018. The Board has found each of Messrs. McGuire and Santana to be independent for purposes of the listing standards of the New York Stock Exchange and as defined in the Company’s Corporate Governance Guidelines. Each of Messrs.

On January 19, 2016, Richard W. Dreiling communicated his decision to step down as a member and Chairman of the Board of Directors of Dollar General Corporation (the “Company”) effective as of the close of business on January 29, 2016 to coincide with his previously announced retirement as Senior Advisor. Mr. Dreiling’s decision did not involve any disagreement with the Company.