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Published: 2022-10-31 17:15:04 ET
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  October 26, 2022

DOLLAR GENERAL CORPORATION
(Exact name of registrant as specified in its charter)

Tennessee
001-11421
61-0502302
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)

100 MISSION RIDGE
GOODLETTSVILLE, TN
  
37072
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code:  (615) 855-4000

 
(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.875 per share
DG
New York Stock Exchange

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 5.02
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On October 26, 2022, the Board of Directors (the “Board”) of Dollar General Corporation (the “Company”) approved an increase of the Board size from nine to ten members and appointed Mr. Jeffery C. Owen to serve as a director of the Company until the 2023 annual meeting of shareholders and until his successor is duly elected and qualified, in each case effective as of November 1, 2022.

The employment agreement by and between the Company and Mr. Owen, effective November 1, 2022, commits to annually nominating Mr. Owen to serve on the Board during his term as Chief Executive Officer of the Company. As an executive of the Company, Mr. Owen will not receive separate compensation for his Board service. Neither Mr. Owen nor any related person of Mr. Owen has a direct or indirect material interest in any existing or currently proposed transaction to which the Company is or may become a party that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

A copy of the Company’s news release announcing the appointment of Mr. Owen 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
   
   
104
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL




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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.


     
DOLLAR GENERAL CORPORATION
       
       
       
Date
October 31, 2022
  
By:
/s/ Rhonda M. Taylor
     
Rhonda M. Taylor
     
Executive Vice President and General Counsel





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