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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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	​	Dollar General Corporation 100 Mission Ridge Goodlettsville, Tennessee 37072
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Dear Fellow Shareholder:

              The 20162018 Annual Meeting of Shareholders of Dollar General Corporation will be held on Wednesday, May 25, 2016,30, 2018, at 9:00 a.m., Central Time, at Goodlettsville City Hall Auditorium, 105 South Main Street, Goodlettsville, Tennessee. All shareholders of record at the close of business on March 17, 201622, 2018 are invited to attend the annual meeting. For security reasons, however, to gain admission to the meeting you may be required to present photo identification and comply with other security measures.

              At this year's meeting, you will have an opportunity to vote on the matters described in our accompanying Notice of Annual Meeting of Shareholders and Proxy Statement. Our 20152017 Annual Report and our Annual Report on Form 10-K for the fiscal year ended January 29, 2016 also accompanyaccompanies this letter.

              Your interest in Dollar General and your vote are very important to us. We encourage you to read the Proxy Statement and vote your proxy as soon as possible so your vote can be represented at the annual meeting. You may vote your proxy via the Internet or telephone, or if you received a paper copy of the proxy materials by mail, you may vote by mail by completing and returning a proxy card.

              On behalf of the Board of Directors, thank you for your continued support of Dollar General.

April 8, 201612, 2018

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	​	Dollar General Corporation 100 Mission Ridge Goodlettsville, Tennessee 37072
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

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IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 25, 2016

This Proxy Statement, our 2015 Annual Report and a form of proxy card are available at www.proxyvote.com. You will need your Notice of Internet Availability or proxy card to access the proxy materials.

              As permitted by rules adopted by the Securities and Exchange Commission ("SEC"), we are furnishing our proxy materials over the Internet to some of our shareholders. This means that some shareholders will not receive paper copies of these documents. Instead, these shareholders will receive only a Notice of Internet Availability containing instructions on how to access the proxy materials over the Internet. The Notice of Internet Availability also contains instructions on how each of those shareholders can request a paper copy of our proxy materials, including the Proxy Statement, our 2017 Annual Report, and a proxy card. Shareholders who do not receive a Notice of Internet Availability will receive a paper copy of the proxy materials by mail, unless they have previously requested delivery of proxy materials electronically. If you received only the Notice of Internet Availability and would like to receive a paper copy of the proxy materials, the notice contains instructions on how you can request copies of these documents.

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What is Dollar General Corporation and where is it located?

              Dollar General has been delivering value to shoppers for over 75 years through its mission ofServing Others. Dollar General helps shoppers Save time. Save money. Every day!® by offering products that are frequently used and replenished, such as food, snacks, health and beauty aids, cleaning supplies, basic apparel, housewares and seasonal items at everyday low prices in convenient neighborhood locations. Dollar General operates 14,609 stores in 44 states as of March 2, 2018. Our principal executive offices are located at 100 Mission Ridge, Goodlettsville, Tennessee 37072. Our telephone number is 615-855-4000.

Where is Dollar General common stock traded?

              Our stock is traded on the New York Stock Exchange ("NYSE") under the symbol "DG."

What is this document?

              This document is the proxy statement of Dollar General Corporation for the Annual Meeting of Shareholders to be held on Wednesday, May 30, 2018. We will begin mailing printed copies of this document or the Notice of Internet Availability to shareholders on or about April 12, 2018. We are providing this document to solicit your proxy to vote upon certain matters at the annual meeting.

              We refer to our company as "we," "us" or "Dollar General." Unless otherwise noted or required by context, "2018," "2017," "2016," "2015," and "2014," refer to our fiscal years ending or ended February 1, 2019, February 2, 2018, February 3, 2017, January 29, 2016, and January 30, 2015, respectively.

What is a proxy, who is asking for it, and who is paying for the cost to solicit it?

              A proxy is your legal designation of another person, called a "proxy," to vote your stock. The document that designates someone as your proxy is also called a proxy or a proxy card.

              Dollar General will pay all solicitation expenses. Our directors, officers, and employees are soliciting your proxy on behalf of our Board of Directors and will not receive additional remuneration for doing so except reimbursement for any related out-of-pocket expenses they may incur. We may reimburse custodians and nominees for their expenses in sending proxy materials to beneficial owners. Solicitation of proxies by mail may be supplemented by telephone, email and other electronic means, advertisements and personal solicitation, or otherwise.

Who may attend the annual meeting?

              Only shareholders, their proxy holders, and our invited guests may attend the meeting. If your shares are registered in the name of a broker, trust, bank, or other nominee, you will need to bring a proxy or a letter from that record holder or your most recent brokerage account statement that confirms your ownership of those shares as of March 22, 2018. For security reasons, we also may require photo identification for admission.

Where can I find directions to the annual meeting?

              Directions to Goodlettsville City Hall, where we will hold the annual meeting, are posted on the "Investor Information" section of our website located at www.dollargeneral.com.

Will the annual meeting be webcast?

              Yes. You are invited to visit the "News and Events—Events and Presentations" section of the "Investor Information" section of our website located at www.dollargeneral.com at 9:00 a.m., Central Time, on May 30, 2018 to access the live webcast of the annual meeting. An archived copy of the webcast will be available on our website for at least 60 days. The information on our website, however, is not incorporated by reference into, and does not form a part of, this proxy statement.

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How many votes must be present to hold the annual meeting?

              A quorum, consisting of the presence in person or by proxy of the holders of a majority of shares of our common stock outstanding on March 22, 2018, must exist to conduct any business at the meeting.

What if a quorum is not present at the annual meeting?

              If a quorum is not present at the meeting, any officer entitled to preside at or to act as Secretary of the meeting shall have power to adjourn the meeting from time to time until a quorum is present.

What am I voting on?

              You will be asked to vote on:

May other matters be raised at the annual meeting?

              We are unaware of other matters to be acted upon at the meeting. Under Tennessee law and our governing documents, no other non-procedural business may be raised at the meeting unless proper notice has been given to shareholders. If other business is properly raised, your proxies have authority to vote as they think best, including to adjourn the meeting.

Who is entitled to vote at the annual meeting?

              You may vote if you owned shares of Dollar General common stock at the close of business on March 22, 2018. As of that date, there were 268,547,203 shares of Dollar General common stock outstanding and entitled to vote. Each share is entitled to one vote on each matter.

What is the difference between a "shareholder of record" and a "street name" holder?

              You are a "shareholder of record" if your shares are registered directly in your name with EQ Shareowner Services, our transfer agent. You are a "street name" holder if your shares are held in the name of a brokerage firm, bank, trust, or other nominee as custodian.

How do I vote?

              If you are a shareholder of record, you may vote your proxy over the telephone or Internet or, if you received printed proxy materials, by marking, signing, dating, and returning the printed proxy card in the enclosed envelope. Please refer to the instructions on the Notice of Internet Availability or proxy card, as applicable. Alternatively, you may vote in person at the meeting.

              If you are a street name holder, your broker, bank, or other nominee will provide materials and instructions for voting your shares. You may vote in person at the meeting if you obtain and bring

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to the meeting a legal proxy from your broker, banker, trustee, or other nominee giving you the right to vote the shares.

What if I receive more than one Notice of Internet Availability or proxy card?

              You will receive multiple Notices of Internet Availability or proxy cards if you hold shares in different ways (e.g., joint tenancy, trusts, custodial accounts, etc.) or in multiple accounts. Street name holders will receive the Notice of Internet Availability or proxy card or other voting information, along with voting instructions, from their brokers. Please vote the shares represented by each Notice of Internet Availability or proxy card you receive to ensure that all your shares are voted.

How will my proxy be voted?

              The persons named on the proxy card will vote your proxy as you direct or, if you return a signed proxy card or complete the Internet or telephone voting procedures but do not specify how you want to vote your shares: "FOR" all directors nominated in this proxy statement; "FOR" approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement pursuant to the SEC's compensation disclosure rules; and "FOR" ratification of Ernst & Young LLP as our independent auditor for 2018.

Can I change my mind and revoke my proxy?

              Yes. A shareholder of record may revoke a proxy given pursuant to this solicitation by:

              Your attendance at the annual meeting, by itself, will not revoke your proxy.

              A street name holder may revoke a proxy given pursuant to this solicitation by following the instructions of the bank, broker, trustee, or other nominee who holds his or her shares.

How many votes are needed to elect directors?

              To be elected at the annual meeting, a nominee must receive the affirmative vote of a majority of votes cast by holders of shares entitled to vote at the meeting. Under our Amended and Restated Charter, the "affirmative vote of a majority of votes cast" means that the number of votes cast in favor of a nominee's election exceeds the number of votes cast against his or her election. You may vote in favor of or against the election of each nominee, or you may elect to abstain from voting your shares.

What happens if a director fails to receive the required vote for election?

              An incumbent director who does not receive the required vote for election at the annual meeting must promptly tender a resignation as a director for the Board's consideration pursuant to our Board-approved director resignation policy outlined in our Corporate Governance Guidelines. Each director standing for re-election at the annual meeting has agreed to resign, effective upon the Board's acceptance of such resignation, if he or she does not receive a majority vote. If the Board rejects the offered resignation, the director will continue to serve until the next annual shareholders' meeting and

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until his or her successor is duly elected or his or her earlier resignation or removal in accordance with our Bylaws. If the Board accepts the offered resignation, the Board, in its sole discretion, may fill the resulting vacancy or decrease the size of the Board.

How many votes are needed to approve other matters?

              The proposal to approve on an advisory basis the compensation of our named executive officers and the proposal to ratify the appointment of our independent auditor for 2018 will be approved if the votes cast in favor of the applicable proposal exceed the votes cast against it. The vote on the compensation of our named executive officers is advisory and, therefore, not binding on Dollar General, our Board of Directors, or its Compensation Committee. With respect to these proposals, and any other matter properly brought before the annual meeting, you may vote in favor of or against the proposal, or you may elect to abstain from voting your shares.

What are broker non-votes?

              Although your broker is the record holder of any shares that you hold in street name, it must vote those shares pursuant to your instructions. If you do not provide instructions, your broker may exercise discretionary voting power over your shares for "routine" items but not for "non-routine" items. All matters described in this proxy statement, except for the ratification of the appointment of our independent auditor, are considered to be non-routine matters.

              "Broker non-votes" occur when shares held of record by a broker are not voted on a matter because the broker has not received voting instructions from the beneficial owner and either lacks or declines to exercise the authority to vote the shares in its discretion.

How will abstentions and broker non-votes be treated?

              Abstentions and broker non-votes, if any, will be treated as shares that are present and entitled to vote for purposes of determining whether a quorum is present but will not be counted as votes cast either in favor of or against a particular proposal and will have no effect on the outcome of a particular proposal.

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What is the structure of the Board of Directors?

              Our Board of Directors must consist of 1 to 15 directors, with the exact number set by the Board. The Board size is currently fixed at 10 but is reducing to 9 effective at the time of the 2018 annual meeting of shareholders. All directors are elected annually by our shareholders.

Who are the nominees this year?

              All nominees for election as directors at the annual meeting were nominated by the Board for election by shareholders at the annual meeting upon the recommendation of the Nominating and Governance Committee (the "Nominating Committee"). The nominees include 7 incumbent directors who were elected at the 2017 annual meeting of shareholders and 2 incumbent directors who were appointed by the Board in February 2018. Mr. David B. Rickard, 71, who has served on our Board since 2010, is retiring from our Board effective at the 2018 annual meeting of shareholders and is not standing for re-election.

              If elected, each nominee would hold office until the 2019 annual meeting of shareholders and until his or her successor is elected and qualified, subject to any earlier resignation or removal. These nominees, their ages at the date of this proxy statement, and the calendar year in which they first became a director are listed in the table below.

What are the backgrounds of this year's nominees?

Mr. Bryant served as the President and Chief Executive Officer of Longs Drug Stores Corporation, a retail drugstore chain on the West Coast and in Hawaii, from 2002 through 2008 and as its Chairman of the Board from 2003 through his retirement in 2008. Prior to joining Longs Drug Stores, he served as a Senior Vice President of The Kroger Co., a retail grocery chain, from 1999 to 2002. Mr. Bryant has served as a director of Loblaw Companies Limited of Canada since May 2013 and served as a director of OfficeMax Incorporated from 2004 to 2013 and Office Depot, Inc. from November 2013 to July 2017.

Mr. Calbert has served as our Chairman of the Board since January 2016. He joined KKR & Co. L.P. ("KKR") in January 2000 and was directly involved with several KKR portfolio companies until his retirement in January 2014. Mr. Calbert led the Retail industry team within KKR's Private Equity platform prior to his retirement and served as a consultant to KKR from his retirement until June 2015. Mr. Calbert joined Randall's Food Markets beginning in 1994 and served as the Chief Financial Officer from 1997 until it was sold in September 1999. Mr. Calbert also previously worked as a certified public accountant and consultant with Arthur Andersen Worldwide from 1985 to 1994,

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              Our Board of Directors must consist of 1 to 15 directors, with the exact number, currently fixed at 8, set by the Board. All directors are elected annually by our shareholders.

Who are the nominees this year?

              The nominees for the Board of Directors consist of the 8 current directors. If elected, each nominee would hold office until the 2017 annual meeting of shareholders and until his or her successor is elected and qualified, subject to any earlier resignation or removal. These nominees, their ages at the date of this proxy statement and the calendar year in which they first became a director are listed in the table below.

What are the backgrounds of this year's nominees?

Mr. Bryant served as the President and Chief Executive Officer of Longs Drug Stores Corporation, a retail drugstore chain on the West Coast and in Hawaii, from 2002 through 2008 and as its Chairman of the Board from 2003 through his retirement in 2008. Prior to joining Longs Drug Stores, he served as a Senior Vice President of The Kroger Co., a retail grocery chain, from 1999 to 2002. Mr. Bryant is a director of Office Depot, Inc. and Loblaw Companies Limited of Canada and served as a director of OfficeMax Incorporated from 2004 to 2013.

Mr. Calbert has served as our Chairman of the Board since January 30, 2016. He joined KKR & Co. L.P. ("KKR") in January 2000 and was directly involved with several KKR portfolio companies until his retirement in January 2014. Mr. Calbert led the Retail industry team within KKR's Private Equity platform prior to his retirement and served as a consultant to KKR from his retirement until June 2015. Mr. Calbert joined Randall's Food Markets beginning in 1994 and served as the Chief Financial Officer from 1997 until it was sold in September 1999. Mr. Calbert also previously worked as a certified public accountant and consultant with Arthur Andersen Worldwide from 1985 to 1994, where his primary focus was the retail and consumer industry. He previously served as our Chairman of the Board from July 2007 until December 2008 and as our lead director from March 2013 until his re-appointment as our Chairman of the Board in January 2016.

              Ms. Cochran has served as a director and as President and Chief Executive Officer of Cracker Barrel Old Country Store, Inc. since September 2011. She joined Cracker Barrel in April 2009 as Executive Vice President and Chief Financial Officer, and was named President and Chief Operating Officer in November 2010. She was previously Chief Executive Officer at book retailer Books-A-Million, Inc. from February 2004 to April 2009. She also served as that company's President (August 1999—February 2004), Chief Financial Officer (September 1993—August 1999) and Vice President of Finance (August 1992—September 1993). Ms. Cochran has over 20 years of experience in the retail industry. Ms. Cochran has served as a director of Lowe's Companies, Inc. since January 2016.

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              Ms. Fili-Krushel is the former Executive Vice President for NBCUniversal where she served as a strategist and key advisor to the CEO of NBCUniversal from April 2015 to November 2015. She served as Chairman of NBCUniversal News Group, a division of NBCUniversal Media, LLC, composed of NBC News, CNBC, MSNBC and the Weather Channel, from July 2012 until April 2015. She previously served as Executive Vice President of NBCUniversal (January 2011—July 2012) with a broad portfolio of functions reporting to her, including operations and technical services, business strategy, human resources and legal. Prior to NBCUniversal, Ms. Fili-Krushel was Executive Vice President of Administration at Time Warner Inc. (July 2001—December 2010) where her responsibilities included oversight of philanthropy, corporate social responsibility, human resources, worldwide recruitment, employee development and growth, compensation and benefits, and security. Before joining Time Warner in July 2001, Ms. Fili-Krushel had been Chief Executive Officer of WebMD Health Corp. since April 2000. From July 1998 to April 2000, Ms. Fili-Krushel was President of the ABC Television Network, and from 1993 to 1998 she served as President of ABC Daytime. Before joining ABC, she had been with Lifetime Television since 1988. Prior to Lifetime, Ms. Fili-Krushel held several positions with Home Box Office. Before joining HBO, Ms. Fili-Krushel worked for ABC Sports in various positions.

Mr. McGuire has served as Chairman of the Board of Mobile Service Center Canada, Ltd. (d/b/a Mobile Klinik), a chain of professional smartphone repair stores specializing in professional "while you wait" repair and care of smartphones and tablets, since June 2017. He retired from McKinsey & Company, a worldwide management consulting firm, in August 2017 after serving as a leader of its global retail and consumer practice for almost 28 years, including leading the Americas retail practice for five years. While at McKinsey, Mr. McGuire led consulting efforts with major retail, telecommunications, consumer service, and marketing organizations in Canada, the United States, Latin America, Europe, and Australia. He also co-founded McKinsey Analytics, a global group of consultants bringing advanced analytics capabilities to clients to help make better business decisions. Mr. McGuire began his career with Procter & Gamble in 1983 where he served in various positions until October 1989, with his final role being Marketing Director for the Canadian Food & Beverage division.

              Ms. Price has been Senior Lecturer at Harvard Business School in the Accounting and Management Unit since July 2014. She was Executive Vice President and Chief Financial Officer of Ahold USA from May 2009 until January 2014. At Ahold, which operates more than 700 supermarkets under the Stop & Shop, Giant and Martin's names as well as the Peapod online grocery delivery service, Ms. Price was responsible for finance, accounting and shared services, strategic planning, real estate development, store format and construction, and information technology. Before joining Ahold, she was the Senior Vice President, Controller and Chief Accounting Officer at CVS Health Corporation (formerly CVS Caremark Corporation) from July 2006 until August 2008. Earlier in her career, Ms. Price served as the Chief Financial Officer for the Institutional Trust Services division of JPMorgan Chase (from August 2002 until September 2005) and held several other senior management positions in the U.S. and the U.K. in the financial services and consumer packaged goods industries. A

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certified public accountant, she began her career at Arthur Andersen & Co. Ms. Price also has served as a director of Accenture plc since May 2014 and Western Digital Corporation since July 2014 and served as a director of Charming Shoppes, Inc. (Lane Bryant, Catherine's, Fashion Bug, Cacique and Figi's brands) from March 2011 until it was sold in June 2012.

Mr. Rhodes was elected Chairman of AutoZone, Inc., a specialty retailer and distributor of automotive replacement parts and accessories, in June 2007. He has served as President and Chief Executive Officer and as a director of AutoZone since 2005. Prior to his appointment as President and Chief Executive Officer, Mr. Rhodes was Executive Vice President—Store Operations and Commercial. Prior to 2004, he had been Senior Vice President—Supply Chain and Information Technology since 2002, and prior thereto had been Senior Vice President—Supply Chain since 2001. Prior to that time, he served in various capacities with AutoZone since 1994, including Vice President—Stores in 2000, Senior Vice President—Finance and Vice President—Finance in 1999, and Vice President—Operations Analysis and Support from 1997 to 1999. Prior to 1994, Mr. Rhodes was a manager with Ernst & Young LLP.

Mr. Santana has served as Executive Vice President and Chief Marketing Officer of Harman International Industries, a wholly-owned subsidiary of Samsung Electronics Co., Ltd., since April 2013, with responsibility for all aspects of Harman's worldwide marketing strategy. Before joining Harman, Mr. Santana served as Senior Vice President and Chief Marketing Officer, North America, for Samsung Electronics Co., Ltd. from June 2010 to September 2012. In that role, he was responsible for launching Samsung's U.S. e-commerce business and building out branding strategies to drive visibility. Mr. Santana also served 16 years at PepsiCo Inc. from June 1994 to May 2010, that spanned multiple international and domestic leadership roles in marketing. In his last assignment at PepsiCo, Mr. Santana served as Vice President of Marketing, North American Beverages, Pepsi-Cola, where he spearheaded a creative overhaul and re-launch of Pepsi-Cola. He also held positions while at PepsiCo, Inc. with its Frito-Lay's international and North America operations. Mr. Santana began his career as a Senior Marketing Associate at Beverage Marketing Corporation (July 1989—June 1992).

Mr. Vasos has served as Chief Executive Officer and a member of our Board since June 2015. He joined Dollar General in December 2008 as Executive Vice President, Division President and Chief Merchandising Officer. He was promoted to Chief Operating Officer in November 2013. Prior to joining Dollar General, Mr. Vasos served in executive positions with Longs Drug Stores Corporation for seven years, including Executive Vice President and Chief Operating Officer (February 2008 through November 2008) and Senior Vice President and Chief Merchandising Officer (2001—2008), where he was responsible for all pharmacy and front-end marketing, merchandising, procurement, supply chain, advertising, store development, store layout and space allocation, and the operation of three distribution centers. He also previously served in leadership positions at Phar-Mor Food and Drug Inc. and Eckerd Corporation.

How are directors identified and nominated?

              The Nominating Committee is responsible for identifying, evaluating, and recommending director candidates to our Board, while our Board is responsible for nominating the director slate for election by shareholders at the annual meeting. The Nominating Committee may use a variety of methods to identify potential director candidates, such as recommendations by our directors, management, shareholders or third-party search firms (see "Can shareholders nominate or recommend directors?" below). Our Nominating Committee retained a third-party search firm to assist in identifying potential Board candidates who meet our qualification and experience requirements and, for any such candidate identified by such search firm, to compile and evaluate information regarding the candidate's qualifications, experience, and potential conflicts of interest, and to verify the candidate's education. Mr. Santana was identified as a candidate by the third party search firm, and such search firm's engagement terminated upon Mr. Santana's appointment to our Board. Mr. McGuire was

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recommended as a candidate by a non-management director. Each of Messrs. Santana and McGuire was fully vetted by our Nominating Committee and our Board.

              Our employment agreement with Mr. Vasos requires that we nominate him to serve as a member of our Board each year that he is slated for re-election by our shareholders. Our failure to do so could give rise to a claim for breach of contract and may constitute good reason for employment termination by Mr. Vasos under the employment agreement.

How are nominees evaluated; what are the minimum qualifications?

              Subject to Mr. Vasos's employment agreement discussed above, the Nominating Committee is charged with recommending to the Board of Directors only those candidates that it believes are qualified to serve as Board members consistent with the criteria for selection of new directors adopted from time to time by the Board and who have not achieved the age of 76, unless the Board has approved an exception to this limit on a case by case basis. If a waiver is granted, it will be reviewed annually.

              The Nominating Committee assesses a candidate's independence, background, and experience, as well as the current Board's skill needs and diversity. With respect to incumbent directors considered for re-election, the Committee also assesses each director's meeting attendance record and suitability for continued service. In addition, the Committee determines that all nominees are in a position to devote an adequate amount of time to the effective performance of director duties and possess the following characteristics: integrity and accountability, informed judgment, financial literacy, a cooperative approach, a record of achievement, loyalty, and the ability to consult with and advise management. The Committee recommends candidates, including those submitted by shareholders, only if it believes the candidate's knowledge, experience, and expertise would strengthen the Board and that the candidate is committed to representing the long-term interests of all Dollar General shareholders.

              We have a written policy to endeavor to achieve a mix of Board members that represent a diversity of background and experience in areas that are relevant to our business. To implement this policy, the Committee assesses diversity by evaluating each candidate's individual qualifications in the context of how that candidate would relate to the Board as a whole and also considers more traditional concepts of diversity. The Committee periodically assesses the effectiveness of this policy by considering whether the Board as a whole represents such diverse experience and composition and by recommending to the Board changes to the criteria for selection of new directors as appropriate.

What particular experience, qualifications, attributes, or skills led the Board of Directors to conclude that each nominee should serve as a director of Dollar General?

              Our Board of Directors believes that each of the nominees can devote an adequate amount of time to the effective performance of director duties and possesses the minimum qualifications identified above. The Board has determined that the nominees, as a whole, complement each other, meet the Board's skill needs, and represent diverse experience at policy-making levels in areas relevant to our business. The Board also considered the following in determining that the nominees should serve as directors of Dollar General:

Mr. Bryant has over 40 years of retail experience, including experience in marketing, merchandising, operations, and finance. His substantial experience in leadership and policy-making roles at other retail companies, together with his current and former experience as a board member for certain other retailers, provides him with an extensive understanding of our industry, as well as with valuable executive management skills and the ability to effectively advise our CEO.

Mr. Calbert has considerable experience in managing private equity portfolio companies and is familiar with corporate finance and strategic business planning activities. As the former head of KKR's

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Retail industry team, Mr. Calbert has a strong background and extensive experience in advising and managing companies in the retail industry, including evaluating business strategies, financial plans and structures, and management teams. His former service on various private company boards in the retail industry further strengthens his knowledge and experience within our industry. Mr. Calbert also has a significant financial and accounting background evidenced by his prior experience as the chief financial officer of a retail company and his 10 years of practice as a certified public accountant.

Ms. Cochran brings over 25 years of retail experience to Dollar General as a result of her current and former roles at Cracker Barrel Old Country Store and her former roles at Books-A-Million. This experience allows her to provide additional support and perspective to our CEO and our Board. In addition, Ms. Cochran's industry and executive experience provides leadership, consensus-building, strategic planning, risk management, and budgeting skills. Ms. Cochran also has significant financial experience, having served as the chief financial officer of two public companies and as vice president, corporate finance of SunTrust Securities, Inc., and our Board has determined that she qualifies as an audit committee financial expert.

Ms. Fili-Krushel's background increases the breadth of experience of our Board as a result of her extensive executive experience overseeing the business strategy, philanthropy, corporate social responsibility, human resources, recruitment, employee growth and development, compensation and benefits, and legal functions at large public companies in the media industry. In addition, her understanding of consumer behavior based on her knowledge of viewership patterns and preferences provides additional perspective to our Board in understanding our customer base.

Mr. McGuire brings valuable experience to our company after having served as a leader of McKinsey's global retail and consumer practice for almost 28 years. He has expertise in strategy, new store/concept development, marketing and sales, operations, international expansion, big data and advanced analytics. In addition, Mr. McGuire's focus while at McKinsey on use of advanced analytics in retail, developing and implementing growth strategies for consumer services, food, general-merchandise and multi-channel retailers, developing new retail formats, the application of lean operations techniques, the redesign of merchandise flows, supply-chain optimization efforts, and the redesign of purchasing and supplier-management approaches, will bring new and extensive relevant perspectives to our Board as it seeks to consult and advise our CEO and to shape our corporate strategy.

Ms. Price brings broad experience across finance, general management, and strategy gained from her service in senior executive and management positions at major corporations across several industries, including as Chief Financial Officer of Ahold USA before her retirement in 2014. Ms. Price's numerous years of experience as a certified public accountant, former chief financial officer and former chief accounting officer provide our Board with valuable experience and insight into accounting and finance matters, and consequently, our Board has determined that Ms. Price qualifies as an audit committee financial expert. She also brings to our Board a valuable perspective as a member of the faculty at the Harvard Business School and from her service as a board member of several public companies.

Mr. Rhodes has over 20 years of experience in the retail industry, including extensive experience in operations, supply chain, and finance, among other areas. This background serves as a strong foundation for offering invaluable perspective and expertise to our CEO and our Board. In addition, his experience as a board chairman and chief executive officer of a public retail company provides leadership, consensus-building, strategic planning, and budgeting skills, as well as extensive understanding of both short- and long-term issues confronting the retail industry. Mr. Rhodes also has a strong financial background, and our Board has determined that he qualifies as an audit committee financial expert.

Mr. Santana has 18 years of marketing experience spanning multiple technology and food and beverage consumer packaged goods categories. His deep understanding of digital marketing and retail

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shopper marketing, particularly in the area of consumer packaged goods, and his extensive experience in shaping multi-cultural strategy, executing marketing programs, and making brands culturally relevant will further enhance our Board's ability to provide oversight and thoughtful counsel to management in these important and evolving areas of our business.

Mr. Vasos has extensive retail experience, including over nine years with Dollar General. His experience overseeing the merchandising, operations, marketing, advertising, procurement, supply chain, store development, store layout, and space allocation functions of other retail companies bolsters Mr. Vasos's thorough understanding of all key areas of our business. In addition, Mr. Vasos's service in leadership and policy-making positions of other retail companies has provided him with the necessary leadership skills to effectively guide and oversee the direction of Dollar General and with the consensus-building skills required to lead our management team.

              Acting upon the Nominating Committee's recommendation, and after concluding that these nominees possess the appropriate experience, qualifications, attributes, and skills, our Board has unanimously nominated these individuals to be elected by our shareholders at our annual meeting.

Can shareholders nominate or recommend directors?

              Yes. Shareholders can nominate directors by following the advance notice procedures outlined in our Bylaws and summarized below. In addition, shareholders can recommend candidates for consideration by our Nominating Committee by submitting such recommendations within the same deadlines and providing the same information that is required for nominating candidates pursuant to the advance notice provisions in our Bylaws; the Nominating Committee's charter and our Corporate Governance Guidelines require the Nominating Committee to consider candidates recommended by our shareholders in this manner and to apply the same criteria to the evaluation of those shareholder-recommended candidates as it applies to other director candidates.

              In short, to nominate a director or to recommend candidates for consideration by our Nominating Committee, the shareholder must deliver a written notice to our Corporate Secretary at 100 Mission Ridge, Goodlettsville, Tennessee 37072 for receipt no earlier than the close of business on the 120^th day and not later than the close of business on the 90^th day prior to the first anniversary of the prior year's annual meeting. However, if the meeting is held more than 30 days before or more than 60 days after such anniversary date, the notice must be received no earlier than the close of business on the 120^th day and not later than the close of business on the 90^th day prior to the date of such annual meeting. If the first public announcement of the annual meeting date is less than 100 days prior to the date of such annual meeting, the notice must be received by the 10^th day following the public announcement date.

              The notice must contain all information required by our Bylaws about the shareholder proposing the nominee and about the nominee, which generally includes:

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the nominee's name, age, business and residence addresses, and principal occupation or employment;



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the class and number of shares of Dollar General common stock beneficially owned by the nominee and by the shareholder proposing the nominee;



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any other information relating to the nominee that is required to be disclosed in proxy solicitations with respect to nominees for election as directors pursuant to Regulation 14A of the Securities Exchange Act of 1934 (including the nominee's written consent to being named in the proxy statement as a nominee and to serving as a director, if elected);



 •

the name and address of the shareholder proposing the nominee as they appear on our record books, and the name and address of the beneficial holder (if applicable);

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any other interests of the proposing shareholder or the proposing shareholder's immediate family in the securities of Dollar General, including interests the value of which is based on increases or decreases in the value of securities of Dollar General or the payment of dividends by Dollar General;



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a description of all compensatory arrangements or understandings between the proposing shareholder and each nominee; and



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a description of all arrangements or understandings between the proposing shareholder and each nominee and any other person pursuant to which the nomination is to be made by the shareholder.

              In addition, we have a "proxy access" provision in our Bylaws that permits eligible shareholders to nominate candidates for election to our Board. Proxy access candidates will be included in our proxy statement and ballot subject to the terms and conditions set forth in Article I, Section 12 of our Bylaws. The proxy access provision in our Bylaws provides that holders of at least 3% of our outstanding shares, held by up to 20 shareholders, holding the shares continuously for at least 3 years, can nominate up to 20% of our Board for election at an annual shareholders' meeting. A shareholder who wishes to formally nominate a proxy access candidate must follow the procedures and comply with the deadlines described in Article I, Section 12 of our Bylaws. For more specific information regarding these deadlines in respect of the 2019 annual meeting of shareholders, see "Shareholder Proposals for 2019 Annual Meeting" below.

              You should consult our Bylaws, posted on the "Investor Information—Corporate Governance" section of our website located at www.dollargeneral.com, for more detailed information regarding the processes described above by which shareholders may nominate directors, as the information above is a summary only. No shareholder nominees have been submitted for this year's annual meeting.

What if a nominee is unwilling or unable to serve?

              That is not expected to occur. If it does, the persons designated as proxies on the proxy card are authorized to vote your proxy for a substitute designated by our Board of Directors.

Are there any familial relationships between any of the nominees?

              There are no familial relationships between any of the nominees or between any of the nominees and any of our executive officers.

What does the Board of Directors recommend?

              Our Board unanimously recommends that you voteFOR the election of each of the director nominees.

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Does the Board of Directors have standing Audit, Compensation, and Nominating Committees?

              Yes. Our Board of Directors has a standing Audit Committee, Compensation Committee, and Nominating Committee. The Board has adopted a written charter for each of these committees, which are available on the "Investor Information—Corporate Governance" section of our website located at www.dollargeneral.com. Current information regarding these committees is set forth below. The Board also has established a subcommittee of our Compensation Committee consisting of Mr. Bryant and Ms. Fili-Krushel for purposes of approving any compensation that may otherwise be subject to Section 162(m) of the Internal Revenue Code of 1986, as amended, or Section 16 of the Securities Exchange Act of 1934, as amended. In addition to the functions outlined below, each such committee performs an annual self-evaluation, periodically reviews and reassesses its charter, and evaluates and makes recommendations concerning shareholder proposals that are within the committee's expertise.

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Does Dollar General have an audit committee financial expert serving on its Audit Committee?

              Yes. Our Board has determined that each of Mr. Rickard, Ms. Cochran, Ms. Price, and Mr. Rhodes is an audit committee financial expert who is independent as defined in NYSE listing standards and in our Corporate Governance Guidelines. The SEC has determined that designation as an audit committee financial expert will not cause a person to be deemed to be an "expert" for any purpose.

How often did the Board and its committees meet in 2017?

              During 2017, our Board, Audit Committee, Compensation Committee, and Nominating Committee met 5, 5, 6, and 3 times, respectively. Each incumbent director attended at least 75% of the total of all meetings of the Board and all committees on which he or she served which were held during the period for which he or she was a director and a member of each applicable committee.

What is Dollar General's policy regarding Board member attendance at the annual meeting?

              Our Board of Directors has adopted a policy that all directors should attend annual shareholders' meetings unless attendance is not feasible due to unavoidable circumstances. All persons serving as Board members at the time attended the 2017 annual shareholders' meeting.

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Does Dollar General separate the positions of Chairman and CEO?

              Yes. Mr. Calbert, an independent director, serves as our Chairman of the Board. This decision affords our CEO the opportunity to focus his time and energy on managing our business and allows our Chairman to devote his time and attention to matters of Board oversight and governance. The Board, however, recognizes that no single leadership model is right for all companies and at all times, and the Board will review its leadership structure as appropriate to ensure it continues to be in the best interests of Dollar General and our shareholders.

              To further promote effective independent Board leadership, the Board has adopted a number of additional governance practices, including:

 •

Ensuring opportunity after each regularly scheduled Board meeting for executive sessions of the independent directors and, if not all non-management directors are independent, of the non-management directors. Mr. Calbert, as Chairman, presides over all such sessions.



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Conducting annual performance evaluations of the CEO.



 •

Conducting annual Board and committee self-evaluations.

Does the Board of Directors evaluate the performance of Board members?

              Yes. As part of its responsibility for overseeing the evaluation of the Board of Directors, the Nominating Committee approves an evaluation process to be followed by the Board and each standing committee and encourages our directors to provide candid feedback on any Board member to the Chairperson of the Nominating Committee or the Chairman of the Board. Such chairpersons meet at least annually to review any such feedback and any other information related to individual director performance and to discuss what, if any, response or follow-up action is appropriate and in Dollar General's best interests.

What is the Board of Director's role in risk oversight?

              Our Board of Directors and its committees have an important role in our risk oversight process. Our Board regularly reviews with management our financial and business strategies, including relevant material risks as appropriate. Our General Counsel also periodically provides information to the Board regarding our insurance coverage and programs as well as litigation risks.

              The Audit Committee discusses our risk assessment and risk management procedures, primarily through oversight of our enterprise risk management program. Our Internal Audit department coordinates that program, which entails review and documentation of our comprehensive risk management practices. The program evaluates internal and external risks, identifies mitigation strategies, and assesses any remaining residual risk. The program is updated through interviews with senior management and our Board, review of strategic initiatives, review of upcoming legislative or regulatory changes, review of certain internal metrics, and review of other outside information concerning business, financial, legal, reputational, and other risks. The results are presented to the Audit Committee at least annually, and categories with high residual risk, along with their mitigation strategies, are reviewed quarterly. Our Audit Committee also quarterly reviews metrics and information pertaining to cybersecurity risks and mitigation. Our Internal Audit department, as part of its audit plan that is approved by the Audit Committee, conducts various cybersecurity audits as well as periodically engages third parties to perform unannounced cybersecurity assessments. We also use third parties to periodically benchmark our cybersecurity program and to assess how any identified vulnerabilities in the industry might impact our company as well as the sufficiency of our response. The results generated from these activities are reported to management and the Audit Committee, and management develops action plans to address any identified opportunities for improvement and keeps the Audit Committee apprised of the progress of such plans.

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              Our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation program. As discussed under "Executive Compensation—Compensation Risk Considerations" below, the Compensation Committee also participates in periodic assessments of the risks relating to our overall compensation programs.

              While the Audit Committee and the Compensation Committee oversee the risk areas identified above, the entire Board is regularly informed about risks through the committee reporting process, as well as through special reports and updates from management and advisors. This enables the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships. Our Board believes this division of risk management responsibilities effectively addresses the material risks facing Dollar General. Our Board further believes that our leadership structure, described above, supports the risk oversight function of the Board as it allows our independent directors, through the three fully independent Board committees and in executive sessions of independent directors led by our independent Chairman of the Board, to exercise effective oversight of the actions of management in identifying risks and implementing effective risk management policies and controls.

Does Dollar General have a management succession plan?

              Yes. Our Corporate Governance Guidelines require our Board of Directors to coordinate with our CEO to ensure that a formalized process governs long-term management development and succession. Our Board formally reviews our management succession plan at least annually. Our comprehensive program encompasses not only our CEO and other executive officers but all employees through the front-line supervisory level. The program focuses on key succession elements, including identification of potential successors for positions where it has been determined that internal succession is appropriate, assessment of each potential successor's level of readiness, and preparation of individual growth and development plans. With respect to CEO succession planning, our long-term business strategy is also considered. In addition, we maintain at all times, and review with the Board periodically, a confidential procedure for the timely and efficient transfer of the CEO's responsibilities in the event of an emergency or his sudden incapacitation or departure.

Are there share ownership guidelines and holding requirements for Board members and senior officers?

              Yes. Details of our share ownership guidelines and holding requirements for Board members and senior officers are included in our Corporate Governance Guidelines. See "Compensation Discussion and Analysis—Share Ownership Guidelines and Holding Requirements" and "Director Compensation" for more information on such ownership guidelines and holding requirements for senior officers and Board members, respectively.

How can I communicate with the Board of Directors?

              Our Board-approved process for security holders and other interested parties to contact the Board of Directors, a particular director, or the non-management directors or the independent directors as a group is described on www.dollargeneral.com under "Investor Information—Corporate Governance."

Where can I find more information about Dollar General's corporate governance practices?

              Our governance-related information is posted on www.dollargeneral.com under "Investor Information—Corporate Governance," including our Corporate Governance Guidelines, Code of Business Conduct and Ethics, the charter of each of the Audit Committee, the Compensation Committee, and the Nominating Committee, and the name(s) of the person(s) chosen to lead the executive sessions of the non-management directors and of the independent directors. This information is available in print to any shareholder who sends a written request to: Investor Relations, Dollar General Corporation, 100 Mission Ridge, Goodlettsville, Tennessee 37072.

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              The following table and text summarize the compensation earned by or paid to each of our non-employee directors for 2017. Messrs. McGuire and Santana are not included in the table below because they did not serve on our Board of Directors during 2017 and accordingly did not earn or receive compensation for 2017. Mr. Vasos was not separately compensated for his service on the Board; his executive compensation is discussed under "Executive Compensation" below. We have omitted the columns pertaining to non-equity incentive plan compensation and change in pension value and nonqualified deferred compensation earnings because they are inapplicable.

Fiscal 2017 Director Compensation

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              We do not compensate for Board service any director who also serves as our employee. We will reimburse directors for certain fees and expenses incurred in connection with continuing education seminars and for travel and related expenses related to Dollar General business.

              Each non-employee director receives payment (prorated as applicable) for a fiscal year in quarterly installments of the following cash compensation, as applicable, along with an annual award of RSUs, payable in shares of our common stock, under our Amended and Restated 2007 Stock Incentive Plan (our "Stock Incentive Plan") having the estimated value listed below:

              The RSUs are awarded annually to each non-employee director who is elected or re-elected at the annual shareholders' meeting and to any new director appointed thereafter but before February 1 of a given year. The RSUs are scheduled to vest on the first anniversary of the grant date subject to certain accelerated vesting conditions. Directors may defer receipt of shares underlying the RSUs.

              In addition to the fees outlined above, the Chairman of the Board receives an annual retainer delivered in the form of RSUs, payable in shares of our common stock under our Stock Incentive Plan and scheduled to vest on the first anniversary of the grant date, subject to certain accelerated vesting conditions, having an estimated value of $200,000.

              The forms and amounts of director compensation as outlined above were recommended by the Compensation Committee, and approved by the Board, after taking into account market benchmarking data, recommendations of the Committee's compensation consultant, and, for the additional equity award to the Chairman, the amount of time anticipated to be devoted to services to the Company.

              Up to 100% of cash fees earned for Board services in a fiscal year may be deferred under the Non-Employee Director Deferred Compensation Plan. Benefits are payable upon separation from service in the form, as elected by the director at the time of deferral, of a lump sum distribution or monthly payments for 5, 10, or 15 years. Participating directors can direct the hypothetical investment of deferred fees into funds identical to those offered in our 401(k) Plan and will be credited with the deemed investment gains and losses. The amount of the benefit will vary depending on the fees the director has deferred and the deemed investment gains and losses. Benefits upon death are payable to the director's named beneficiary in a lump sum. In the event of a director's disability (as defined in the Non-Employee Director Deferred Compensation Plan), the unpaid benefit will be paid in a lump sum. Participant deferrals are not contributed to a trust, and all benefits are paid from Dollar General's general assets.

              Our non-employee directors are subject to share ownership guidelines, expressed as a multiple of the annual cash retainer payable for service on our Board, and holding requirements. The current ownership guideline is 5 times and should be acquired within 5 years of election to the Board. When the ownership guideline is increased, incumbent non-employee directors are allowed an additional year to acquire the incremental multiple. Each non-employee director is required to retain ownership of 50% of all net after-tax shares granted by Dollar General until the share ownership target is reached. Please see our Corporate Governance Guidelines for additional information. Administrative details pertaining to these matters are established by the Compensation Committee.

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Is Dollar General subject to the NYSE governance rules regarding director independence?

              Yes. A majority of our directors must satisfy the independence requirements set forth in the NYSE listing standards. The Audit Committee, the Compensation Committee, and the Nominating Committee also must consist solely of independent directors to comply with NYSE listing standards and, in the case of the Audit Committee, with SEC rules. The NYSE listing standards define specific relationships that disqualify directors from being independent and further require that the Board affirmatively determine that a director has no material relationship with Dollar General in order to be considered "independent." The SEC's rules and NYSE listing standards contain separate definitions of independence for members of audit committees and compensation committees, respectively.

How does the Board of Directors determine director independence?

              The Board of Directors determines the independence of each director and director nominee in accordance with guidelines it has adopted, which include all elements of independence set forth in the NYSE listing standards and SEC rules as well as certain Board-adopted categorical independence standards. These guidelines are found in our Corporate Governance Guidelines, which are posted on the "Investor Information—Corporate Governance" section of our website located at www.dollargeneral.com.

              The Board first considers whether any director or nominee has a relationship covered by the NYSE listing standards that would prohibit an independence finding for Board or committee purposes. The Board then analyzes any relationship of the remaining eligible directors and nominees with Dollar General or our management that falls outside the parameters of the Board's separately adopted categorical independence standards to determine if that relationship is material. The Board may determine that a person who has a relationship outside such parameters is nonetheless independent because the relationship is not considered to be material. Any director who has a material relationship with Dollar General or its management is not considered to be independent. Absent special circumstances, the Board does not consider or analyze any relationship that management has determined to fall within the parameters of the Board's separately adopted categorical independence standards.

Are all of the directors and nominees independent?

              No. Our Board of Directors consists of Warren F. Bryant, Michael M. Calbert, Sandra B. Cochran, Patricia D. Fili-Krushel, Timothy I. McGuire, Paula A. Price, William C. Rhodes, III, David B. Rickard, Ralph E. Santana, and Todd J. Vasos. Messrs. Rickard, Bryant, and Rhodes and Mss. Cochran and Price serve on our Audit Committee, Ms. Fili-Krushel and Messrs. Bryant and McGuire serve on our Compensation Committee, and Mss. Cochran and Fili-Krushel and Messrs. Rhodes and Santana serve on our Nominating Committee. Mr. Rhodes also served on our Compensation Committee until February 12, 2018.

              Our Board has affirmatively determined that Messrs. Bryant, Calbert, McGuire, Rhodes, Rickard, and Santana, and Mss. Cochran, Fili-Krushel, and Price, but not Mr. Vasos, are independent from our management under both the NYSE listing standards and our additional independence standards. Except as described below, any relationship between an independent director and Dollar General or our management fell within the Board-adopted categorical standards and, accordingly, was not reviewed or considered by our Board in making independence decisions. The Board also has determined that the members of the Audit Committee, the Compensation Committee, and the Nominating Committee meet the independence requirements for membership on those committees set

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forth in the NYSE listing standards, our additional standards and, as to the Audit Committee, SEC rules.

              In reaching the determination that Ms. Cochran is independent, the Board considered that Ms. Cochran's brother, Stephen Brophy, has been employed by the Company since 2009 and currently serves in a non-officer position, as described in more detail under "Transactions with Management and Others." Ms. Cochran does not serve on the Compensation Committee which approves decisions pertaining to Mr. Brophy's compensation and she does not participate in his performance evaluations. Mr. Brophy's cash compensation and equity awards are approved by the Compensation Committee pursuant to our related-party transactions approval policy.

              In reaching the determination that Mr. McGuire is independent, the Board considered his former relationship with McKinsey & Company ("McKinsey"), which has provided management consulting services to Dollar General as described in more detail under "Transactions with Management and Others." Mr. McGuire retired from McKinsey in August 2017.

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Does the Board of Directors have a related-party transactions approval policy?

              Yes. Our Board of Directors has adopted a written policy for the review, approval, or ratification of "related party" transactions. A "related party" for this purpose includes our directors, director nominees, executive officers, and greater than 5% shareholders, and any of their immediate family members, and a "transaction" includes one in which (1) the total amount may exceed $120,000, (2) Dollar General is a participant, and (3) a related party will have a direct or indirect material interest (other than as a director or a less than 10% owner of another entity, or both).

              The policy requires prior Board approval for known related party transactions, subject to certain exceptions identified below. In addition, at least annually after receiving a list of immediate family members and affiliates from our directors and executive officers, relevant internal departments determine if any transactions were unknowingly entered into with a related party and the Board is presented with a list of any such transactions, subject to the exceptions identified below, for review. The related party may not participate in any approval of the transaction and must provide to the Board all material information concerning the transaction.

              Each of our Chairman and our CEO is authorized to approve a related party transaction in which he is not involved if the total anticipated amount is less than $1 million and he informs the Board of the transaction. In addition, the transactions below are deemed pre-approved without Board review or approval:

 •

Transactions involving a total amount that does not exceed the greater of $1 million or 2% of the entity's annual consolidated revenues (total consolidated assets in the case of a lender) if no related party who is an individual participates in the actual provision of services or goods to, or negotiations with, us on the entity's behalf or receives special compensation or benefit as a result.



 •

Charitable contributions if the total amount does not exceed 2% of the recipient's total annual receipts and no related party who is an individual participates in the grant decision or receives any special compensation or benefit as a result.



 •

Transactions where the interest arises solely from share ownership in Dollar General and all of our shareholders receive the same benefit on a pro rata basis.



 •

Transactions where the rates or charges are determined by competitive bid.



 •

Transactions for services as a common or contract carrier or public utility at rates or charges fixed in conformity with law or governmental authority.



 •

Transactions involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services.



 •

Compensatory transactions available on a nondiscriminatory basis to all salaried employees generally, ordinary course business travel expenses and reimbursements, or compensatory arrangements to directors, director nominees or officers or any other related party that have been approved by the Board or an authorized committee.

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What related-party transactions existed in 2017 or are planned for 2018?

              Ms. Cochran's brother, Stephen Brophy, has been employed by the Company since 2009 and currently serves in a non-officer position. For 2017, Mr. Brophy earned from Dollar General total cash compensation (comprised of his base salary and bonus compensation) of less than $285,000 and received an annual equity award consisting of 1,763 non-qualified stock options and 440 RSUs. In March 2018, Mr. Brophy received an annual equity award consisting of 1,287 non-qualified stock options and 335 RSUs. All equity awards were granted on terms consistent with the annual equity awards received by all Dollar General employees at the same job grade level as Mr. Brophy and on terms substantially similar to the forms of award agreements on file with the SEC. We expect Mr. Brophy's total cash compensation for 2018 to not exceed $295,000. Mr. Brophy also is eligible to participate in employee benefits plans and programs available to our other full-time employees.

              Ms. Cochran does not serve on the Compensation Committee which approves decisions pertaining to Mr. Brophy's compensation and she does not participate in his performance evaluations. Mr. Brophy's cash compensation and equity awards are approved by the Compensation Committee pursuant to our related-party transactions approval policy.

              Until his retirement on August 31, 2017, Mr. McGuire served as an employee of McKinsey, which has provided management consulting services to Dollar General, and as such he may be deemed to have had an indirect interest in the relationship between our company and McKinsey. While employed by McKinsey, Mr. McGuire led the team that provided the consulting services to Dollar General. For 2017, we paid McKinsey $2 million for the management consulting services.

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              This section provides details of fiscal 2017 compensation for our named executive officers: Todd J. Vasos, Chief Executive Officer; John W. Garratt, Executive Vice President and Chief Financial Officer; Jeffery C. Owen, Executive Vice President, Store Operations; Robert D. Ravener, Executive Vice President and Chief People Officer; and Rhonda M. Taylor, Executive Vice President and General Counsel.

Compensation Discussion and Analysis

Overview

              Our executive compensation program is designed to serve the long-term interests of our shareholders. To deliver superior shareholder returns, we believe it is critical to offer a competitive compensation package that will attract, retain, and motivate experienced executives with the requisite expertise. Our program is designed to balance the short-term and long-term components and thus incent achievement of our annual and long-term business strategies, to pay for performance, and to maintain our competitive position in the market in which we compete for executive talent.

              Compensation Best Practices.    We strive to align our executives' interests with those of our shareholders and to follow sound corporate governance practices.

Compensation Practice	​		​	Dollar General Policy
Pay for Performance	​		​	A significant portion of targeted direct compensation is linked to the financial performance of key metrics. All of our annual bonus compensation and equity incentive compensation is performance based. See "Pay for Performance."
Robust share ownership guidelines and holding requirements for Board members and senior officers are included in our Corporate Governance Guidelines. See "Compensation Discussion and Analysis" and "Director Compensation" for more information on such	​		​	Our share ownership guidelines and holding requirements for seniorcreate further alignment with shareholders' long-term interests. See "Share Ownership Guidelines and Holding Requirements."
Clawback policy	​		​	Performance-based incentive compensation paid or awarded to an executive officer may be recouped, or "clawed back," in certain situations. See "Significant Compensation-Related Actions."
No hedging or pledging Dollar General securities or holding Dollar General securities in margin accounts	​		​	Our policy prohibits executive officers and Board members respectively. How can I communicate with the Board of Directors?               Our Board-approved process for security holders and other interested parties to contact the Board of Directors, a particular director, or the non-management directors or the independent directors as a group is described on www.dollargeneral.com under "Investor Information—Corporate Governance." Where can I find more information about Dollar General's corporate governance practices?               Our governance-related information is posted on www.dollargeneral.com under "Investor Information—Corporate Governance," including our Corporate Governance Guidelines, Code of Business Conduct and Ethics, the charter of each of the Audit Committee, the Compensation Committee and the Nominating Committee, and the name(s) of the persons chosen to lead the executive sessions of the non-management directors and of the independent directors. This information is available in print to any shareholder who sends a written request to: Investor Relations, Dollar General Corporation, 100 Mission Ridge, Goodlettsville, TN 37072. Table of Contents DIRECTOR COMPENSATION               The following table and text summarize the compensation earned by or paid to eachfrom hedging their ownership of our non-employee Board members for 2015. Messrs. Dreilingstock, pledging our securities as collateral, and Vasos were not separately compensated for their service on the Board; their executive compensation is discussed under "Executive Compensation" below. We have omitted the columns pertaining to non-equity incentive plan compensationholding our securities in a margin account. See "Policy Against Hedging and change in pension valuePledging Transactions."
No excise tax gross-ups and nonqualified deferred compensation earnings because they are inapplicable. minimal income tax gross-ups	​	Fiscal 2015 Director Compensation Name ​ Fees Earned or Paid in Cash ($)(1) ​ Stock Awards ($)(2) ​ Option Awards ($)(3) ​ All Other Compensation ($)(4) ​ Total ($) ​ Warren F. Bryant ​ ​ 111,000 ​ ​ 121,591 ​ ​ — ​ ​ ​ 2,961 ​ ​ 235,552 ​ Michael M. Calbert ​ ​ 110,000 ​ ​ 121,591 ​ ​ — ​ ​ ​ 3,625 ​ ​ 235,216 ​ Sandra B. Cochran ​ ​ 88,000 ​ ​ 121,591 ​ ​ — ​ ​ ​ 2,371 ​ ​ 211,962 ​ Patricia D. Fili-Krushel ​ ​ 91,000 ​ ​ 121,591 ​ ​ — ​ ​ ​ 2,277 ​ ​ 214,868 ​ Paula A. Price ​ ​ 85,000 ​ ​ 121,591 ​ ​ — ​ ​ ​ 1,753 ​ ​ 208,344 ​ William C. Rhodes, III ​ ​ 103,000 ​ ​ 121,591 ​ ​ — ​ ​ ​ 2,127 ​ ​ 226,718 ​ David B. Rickard ​ ​ 107,500 ​ ​ 121,591 ​ ​ — ​ ​ ​ 4,116 ​ ​ 233,207 ​ (1) In addition to the annual Board retainer, the following directors were paid for the following number of excess meetings: Mr. Bryant (4); Ms. Cochran (2); Ms. Fili-Krushel (4); and Mr. Rhodes (2). Messrs. Bryant, Rhodes and Rickard also received an annual retainer for service as the Chairman of the Compensation Committee, the Nominating Committee and the Audit Committee, respectively, and Mr. Calbert received an annual retainer for service as the Lead Director. Mr. Calbert deferred all of his fiscal 2015 fees under the Non-Employee Director Deferred Compensation Plan discussed below.	​	(2) Represents the grant date fair value of restricted stock units ("RSUs") awarded to each director on May 27, 2015, computed in accordance with FASB ASC Topic 718. Information regarding assumptions made in the valuation of these awards is included in Note 10 of the annual consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended January 29, 2016, filed with the SEC on March 22, 2016 (our "2015 Form 10-K"). As of January 29, 2016, each of the persons listed in the table above had the following total unvested RSUs outstanding (including additional RSUs credited as a result of dividend equivalents earned with respect to the RSUs): each of Messrs. Bryant, Calbert, Rhodes and Rickard and Ms. Fili-Krushel (2,609); Ms. Cochran (2,977); and Ms. Price (2,277). (3) There were no stock options awarded to any director listed in the table above during fiscal 2015, as the Board chose to eliminate stock option awards as part of director compensation beginning in fiscal 2015. As of January 29, 2016, each of the persons listed in the table above had the following total unexercised stock options outstanding (whether or not then exercisable): each of Messrs. Bryant, Calbert and Rhodes (21,756); Ms. Cochran (13,120); Ms. Fili-Krushel (12,892); Ms. Price (4,795); and Mr. Rickard (21,513). (4) Represents the dollar value of dividends paid, accumulated or credited on unvested RSUs. Perquisites and personal benefits, if any, totaled less than $10,000 per director and therefore are not included in the table. Table of Contents We do not compensate for Board service any director who also serves as our employee. We will reimburse directors for certain fees and expenses incurred in connection with continuing education seminars and for travel and related expenses related to Dollar General business.               Each non-employee director will receive payment (prorated as applicable) for a fiscal year in quarterly installments of the following cash compensation, as applicable, along with an annual award of RSUs, payable in shares of our common stock, under our Amended and Restated 2007 Stock Incentive Plan having the following estimated value: Fiscal Year ​ Board Retainer ($) ​ Lead Director Retainer ($) ​ Audit Committee Chairman Retainer ($) ​ Compensation Committee Chairman Retainer ($) ​ Nominating Committee Chairman Retainer ($) ​ Per Meeting Fee for Meetings Attended in Excess of 16 During FY ($) ​ Estimated Value of Equity Award ($) ​ 2015 ​ ​ 85,000 ​ ​ ​ 25,000 ​ ​ ​ 22,500 ​ ​ ​ 20,000 ​ ​ ​ 15,000 ​ ​ ​ 1,500 ​ ​ ​ 125,000 ​ ​ 2016 ​ ​ 85,000 ​ ​ ​ N/A (1) ​ ​ 22,500 ​ ​ ​ 20,000 ​ ​ ​ 15,000 ​ ​ ​ 1,500 ​ ​ ​ 135,000 ​ ​ (1) Because the Chairman of the Board is an independent director, we do not intend to re-appoint a lead director in fiscal 2016. In lieu of an additional cash retainer for this service, the Chairman of the Board will receive an annual Chairman retainer delivered in the form of RSUs, payable in shares of our common stock under our Amended and Restated 2007 Stock Incentive Plan and scheduled to vestprovide tax gross-up payments other than on the first anniversary of the grant date, subject to certain accelerated vesting conditions, having an estimated value of $200,000.               The RSUs are awarded annually to those non-employee directors who are elected or re-elected at the shareholders' meeting and to any new director appointed after the annual shareholders' meeting but before February 1 of a given year. Beginning with the 2015 award, the RSUs are scheduled to vest on the first anniversary of the grant date subject to full acceleration of vesting upon death, disability (as defined in the applicable award agreement) or voluntary departure from the Board. Directors may elect to defer receipt of shares underlying the RSUs.               These fees and equity award values and the mix of equity, including the changes in director compensation identified below, were recommended each year by the Compensation Committee, and approved by the Board, after taking into account market benchmarking data, Meridian's recommendations, the input of the CEO and the Chief People Officer (with respect to 2015 and prior years) and, for the additional equity award to the Chairman in 2016, the amount of time anticipated to be devoted to the mentoring of a new CEO. Although the Committee may solicit and consider the input of our CEO and our Chief People Officer, it and the Board retain and exercise ultimate decision-making authority regarding director compensation.               As a result of such considerations, (1) as previously disclosed, the equity mix was changed beginning in 2015 to deliver all of the equity value in RSUs as opposed to the 2014 equity mix which consisted of 60% stock options and 40% RSUs; and (2) the estimated value of the equity award was increased beginning in fiscal 2016.               Up to 100% of cash fees earned for Board services in a fiscal year may be deferred under the Non-Employee Director Deferred Compensation Plan. Benefits are payable upon separation from service in the form, as elected by the director at the time of deferral, of a lump sum distribution or monthly payments for 5, 10 or 15 years. Participating directors can direct the hypothetical investment of deferred fees into funds identical to those offered in our 401(k) Plan and will be credited with the deemed investment gains and losses. The amounts deferred, along with deemed investment gains and losses, are credited to a liability account. The amount of the benefit will vary depending on the fees the director has deferred and the deemed investment gains and losses. Benefits upon death are payable to the director's named beneficiary. In the event of a director's disability (as defined in the Non-Employee relocation-related items.
Table of ContentsDouble-trigger provisions Director Deferred Compensation Plan), the unpaid benefit will be paid in a lump sum. Participant deferrals are not contributed to a trust, and all benefits are paid from Dollar General's general assets.               Our non-employee directors are subject to share ownership guidelines, expressed as a multiple of the annual cash retainer payable for service on our Board, and holding requirements. The current ownership guideline is 5 times (increased from a multiple of 4 times in December 2015). At least 1 times such annual cash retainer should be acquired prior to or as soon as practicable after joining the Board, and the remainder should be acquired within 5 years of election to the Board. When the ownership guideline is increased, incumbent non-employee directors are allowed an additional year to acquire the incremental multiple. Each non-employee director is required to retain ownership of 50% of all net after-tax shares granted by Dollar General until he or she reaches the share ownership target. Please see our Corporate Governance Guidelines for additional information. Administrative details pertaining to these matters are established by the Compensation Committee.	Table of Contents ​	DIRECTOR INDEPENDENCE	​	Is Dollar General subject to the NYSE governance rules regarding director independence?               Yes. A majority of our directors must be independent in accordance with the independence requirements set forth in the NYSE listing standards. In addition, the Audit Committee, the Compensation Committee and the Nominating Committee must be composed solely of independent directors to comply with such listing standards and, in the case of the Audit Committee, with SEC rules. The NYSE listing standards define specific relationships that disqualify directors from being independent and further require that for a director to qualify as "independent," the Board must affirmatively determine that the director has no material relationship with Dollar General. The SEC's rules and the NYSE listing standards contain separate definitions of independence for members of audit committees and compensation committees, respectively. How does the Board of Directors determine director independence?               The Board of Directors affirmatively determines the independence of each director and director nominee in accordance with guidelines it has adopted, which include all elements of independence set forth in the NYSE listing standards and SEC rules as well as certain Board-adopted categorical independence standards. These guidelines are contained in our Corporate Governance Guidelines, which are posted on the "Investor Information—Corporate Governance" section of our website located at www.dollargeneral.com.               The Board first considers whether any director or nominee has a relationship covered by the NYSE listing standards that would prohibit an independence finding for Board or committee purposes. The Board then analyzes any relationship of the remaining eligible directors and nominees with Dollar General or our management that falls outside the parameters of the Board's separately adopted categorical independence standards to determine whether or not that relationship is material. The Board may determine that a director or nominee who has a relationship outside such parameters is nonetheless independent because the relationship is not considered to be material. Any director who has a material relationship with Dollar General or its management is not considered to be independent. Absent special circumstances, the Board does not consider or analyze any relationship that falls within the parameters of the Board's separately adopted categorical independence standards. Are all of the directors and nominees independent?               No. Our Board of Directors consists of Warren F. Bryant, Michael M. Calbert, Sandra B. Cochran, Patricia D. Fili-Krushel, Paula A. Price, William C. Rhodes, David B. Rickard and Todd J. Vasos. Messrs. Rickard and Bryant and Mss. Cochran and Price serve on our Audit Committee, Messrs. Bryant and Rhodes and Ms. Fili-Krushel serve on our Compensation Committee, and Mr. Rhodes and Mss. Cochran and Fili-Krushel serve on our Nominating Committee. Richard W. Dreiling served on our Board and as its Chairman through January 29, 2016.               Our Board has affirmatively determined that Messrs. Bryant, Calbert, Rhodes and Rickard and Mss. Cochran, Fili-Krushel and Price, but not Messrs. Dreiling and Vasos, are independent from our management under both the NYSE listing standards and our additional standards. Except as described below, any relationship between an independent director and Dollar General or our management fell within the Board-adopted categorical standards and, accordingly, was not reviewed or considered by our Board. The Board has also determined that the current members of the Audit Committee, the Compensation Committee and the Nominating Committee meet the independence requirements for membership on those committees set forth in the NYSE listing standards, our additional standards and, as to the Audit Committee, SEC rules. Table of Contents               In reaching the determination that Ms. Cochran is independent, the Board considered that Ms. Cochran's brother, Stephen Brophy, had served as a non-executive vice president of Dollar General from 2009 until October 2015 and as a non-officer level employee since October 2015. For 2015, Mr. Brophy earned from Dollar General total cash compensation (comprised of his base salary and bonus compensation) of less than $325,000 and received an annual equity award consisting of 3,583 non-qualified stock options, a target award of 433 performance share units, or "PSUs" (452 PSUs were ultimately earned as a result of our adjusted EBITDA and adjusted ROIC performance), and 433 RSUs. In March 2016, Mr. Brophy received an annual equity award consisting of 1,958 non-qualified stock options, a target award of 224 PSUs, and 224 RSUs. All equity awards were granted on terms consistentsince March 2016 include a "double-trigger" vesting provision upon a change in control.
No repricing or cash buyout of underwater stock options without shareholder approval	​		​	Our equity incentive plan prohibits repricing underwater stock options, reducing the exercise price of stock options or replacing awards with the annual equity awards received by all Dollar General employees at the same job grade level as Mr. Brophy and on terms substantially similar to the forms ofcash or another award agreements on file with the SEC. We expect Mr. Brophy's total cashtype, without shareholder approval.
Annual compensation for 2016 to not exceed $270,000.               Mr. Brophy also is eligible to participate in employee benefits plans and programs available to our other full-time employees. Ms. Cochran does not participate in any decision-making related to Mr. Brophy's compensation or performance evaluations. Mr. Brophy's cash compensation and equity awards were approved by the Compensation Committee pursuant to our related-party transactions approval policy. risk assessment	Table of Contents ​	TRANSACTIONS WITH MANAGEMENT AND OTHERS Does the Board of Directors have a related-party transactions approval policy?               Yes. Our Board of Directors has adopted a written policy for the review, approval or ratification of "related party" transactions. A "related party" for this purpose includes our directors, director nominees, executive officers and greater than 5% shareholders, and any of their immediate family members, and a "transaction" includes one in which (1) the total amount may exceed $120,000, (2) Dollar General is a participant, and (3) a related party will have a direct or indirect material interest (other than as a director or a less than 10% owner of another entity, or both).               The policy requires prior Board approval for all known related party transactions, subject to certain exceptions identified below. In addition, at least annually after receiving a list of immediate family members from our directors and executive officers, relevant internal departments determine whether any transactions were unknowingly entered into with a related party and the Board is presented with a list of such transactions, subject to certain exceptions identified below, for review. The related party may not participate in any discussion or approval of the transaction and must provide to the Board all material information concerning the transaction.               Each of our Chairman and our CEO is authorized to approve a related party transaction in which he is not involved if the total anticipated amount is less than $1 million and he informs the Board of the transaction. In addition, the transactions below are deemed pre-approved without Board review or approval: • Transactions involving a total amount that does not exceed the greater of $1 million or 2% of the entity's annual consolidated revenues (total consolidated assets in the case of a lender) if no related party who is an individual participates in the actual provision of services or goods to, or negotiations with, us on the entity's behalf or receives special compensation or benefit as a result. • Charitable contributions if the total amount does not exceed 2% of the recipient's total annual receipts and no related party who is an individual participates in the grant decision or receives any special compensation or benefit as a result. • Transactions where the interest arises solely from share ownership in Dollar General and all of our shareholders receive the same benefit on a pro rata basis. • Transactions where the rates or charges are determined by competitive bid. • Transactions for services as a common or contract carrier or public utility at rates or charges fixed in conformity with law or governmental authority. • Transactions involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services. • Compensatory transactions available on a nondiscriminatory basis to all salaried employees generally, ordinary course business travel expenses and reimbursements, or compensatory arrangements to directors, director nominees or officers that have been approved by the Board or an authorized committee. What related-party transactions existed in 2015 or are planned for 2016?               Other than compensation paid or to be paid during 2015 and 2016 to one of our non-executive employees who is a family member of Ms. Cochran, as discussed further under "Director Independence" above, there are no transactions that have occurred since the beginning of 2015, or any currently proposed transactions, that involve Dollar General and exceed $120,000 and in which a related party had or has a direct or indirect material interest. Table of Contents EXECUTIVE COMPENSATION               This section provides details of the compensation for fiscal 2015 for our named executive officers: Todd Vasos, Chief Executive Officer; Richard Dreiling, former Chairman, Chief Executive Officer and Senior Advisor; John Garratt, Executive Vice President and Chief Financial Officer; David Tehle, former Executive Vice President and Chief Financial Officer; John Flanigan, Executive Vice President, Global Supply Chain; Robert Ravener, Executive Vice President and Chief People Officer; Rhonda Taylor, Executive Vice President and General Counsel; and Gregory Sparks, former Executive Vice President, Store Operations. Compensation Discussion and Analysis Overview               Our executive compensation program is designed to serve the long-term interests of our shareholders. To deliver superior shareholder returns, we believe it is critical to offer a competitive compensation package that will attract, retain and motivate experienced executives with the requisite expertise. Our program is designed to balance the short-term and long-term components and thus incent achievement of our annual and long-term business strategies, to pay for performance and to maintain our competitive position in the market in which we compete for executive talent.               Compensation Best Practices.    We strive to align our executives' interests with those of our shareholders and to follow sound corporate governance practices. Compensation Practice ​ ​ Dollar General Policy Pay for Performance ​ ü ​ A significant portion of targeted direct compensation is linked to the financial performance of key metrics. All of our annual bonus compensation and a significant majority of our equity incentive compensation are performance based. See "Pay for Performance." Robust share ownership guidelines and holding requirements ​ ü ​ Our share ownership guidelines and holding requirements create further alignment with shareholders' long-term interests. See "Share Ownership Guidelines and Holding Requirements." No hedging or pledging Dollar General securities or holding Dollar General securities in margin accounts ​ ü ​ Our policy prohibits executive officers and Board members from hedging their ownership of our stock, pledging our securities as collateral, and holding our securities in a margin account. See "Policy Against Hedging and Pledging Transactions." No excise tax gross-ups and minimal income tax gross-ups ​ ü ​ We do not provide tax gross-up payments other than on relocation-related items. No repricing or cash buyout of underwater stock options without shareholder approval ​ ü ​ Our equity incentive plan prohibits repricing underwater stock options, reducing the exercise price of stock options or replacing awards with cash or another award type, without shareholder approval. Annual compensation risk assessment ​ ü ​ At least annually, our Compensation Committee assesses the risk of our compensation program. Independent compensation consultant ​ ü ​ Our Compensation Committee retains an independent consultant to provide advice on executive and non-employee director compensation matters. Table of Contents               Pay for Performance.    Consistent with our philosophy, and as illustrated below, a significant portion of annualized target total direct compensation for our named executive officers in 2015 was performance based and exposed to fluctuations in our stock price.

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              Pay for Performance.    Consistent with our philosophy, and as illustrated below, a significant portion of annualized target total direct compensation for our named executive officers in 2017 was performance based and linked to changes in our stock price.

CEO			​	Other NEOs (Average)
	​

              The following payouts were earned as a result of strong performance versus the financial targets used for our 2015 performance-based compensation:

•

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Teamshare Bonus Program:  Participants earned a payout under our annual Teamshare bonus program of 109.2% of the target payout level based on achieving adjusted EBIT (as defined and calculated for purposes of the Teamshare bonus program) of $1.957 billion, or 100.92% of the adjusted EBIT target (see "Short-Term Cash Incentive Plan").



•

Performance Share Units:  The awards granted in March 2015 were earned at 104.5% of target, based on achieving adjusted EBITDA of $2.347 billion, or 100% of the adjusted EBITDA target, and Adjusted ROIC of 19.14%, or 100.5%​​​ ​​​​

STI—Short-Term Cash Incentive (Teamshare bonus program)
LTI—Long-Term Equity Incentive (stock options and performance share units)

              The following payouts were earned as a result of strong performance versus the financial targets used for our 2017 performance-based compensation:

 •

Teamshare Bonus Program:  Each named executive officer earned a payout under our annual Teamshare bonus program of 113.03% of his or her target payout level based on achieving adjusted EBIT (as defined and calculated for purposes of the Teamshare bonus program) of $2.089 billion, or 101.3% of the adjusted EBIT target (see "Short-Term Cash Incentive Plan").



 •

Performance Share Units:  The portion of the awards granted in March 2017 subject to 2017 adjusted EBITDA performance were earned at 108.2% of target, based on achieving adjusted EBITDA of $2.484 billion, or 100.8% of the adjusted EBITDA target, and, for the portion subject to 2017 adjusted ROIC performance, 204.0% of target based on achieving adjusted ROIC of 18.69%, or 102.9% of the adjusted ROIC one-year 2017 target, in each case as defined and calculated in the PSU award agreements (see "Significant Compensation-Related Actions" and "Long-Term Equity Incentive Program").

              Significant Compensation-Related Actions.    The most significant recent compensation-related actions pertaining to our named executive officers include:

•

In March 2015, the Compensation Committee approved an employment transition agreement and related compensation to ensure Mr. Dreiling's smooth transition from Chief Executive Officer through his January 29, 2016 retirement date. See "CEO Employment Transition Agreement."



•

In June 2015, Mr. Vasos was promoted from Chief Operating Officer to Chief Executive Officer ("CEO"), and the Compensation Committee approved his revised compensation package as discussed in more detail below.



•

In December 2015, Mr. Garratt was promoted to Chief Financial Officer to fill the vacancy created by Mr. Tehle's retirement in July 2015, and the Compensation Committee approved a new compensation package for Mr. Garratt as discussed in more detail below.




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The equity awards granted in March 2016 include a "double-trigger" provision which requires a termination event within a certain period of time following a change in control in order for vesting to accelerate in connection with the change in control.

              Shareholder Response.    The most recent shareholder advisory vote on our named executive officer compensation was held in 2014, based on the three-year frequency approved by our shareholders in 2011. Excluding abstentions and broker non-votes, 96.0% of total votes were cast in support of the program. Because we viewed this outcome as overwhelmingly supportive of our compensation policies and practices, we did not believe the vote required consideration of changes to the program. The next shareholder advisory vote on our named executive officer compensation will be held at our 2017 annual meeting of shareholders.

 •

Beginning with the 2017 annual equity awards and Teamshare bonus program, the clawback of performance-based incentive compensation paid or awarded to a named executive officer is allowed in the case of a material financial restatement of our consolidated financial statements resulting from fraud or intentional misconduct on the part of the executive officer.



 •

Beginning with the March 2017 equity grant, a portion of the vesting of performance share units is based upon the achievement of multi-year financial performance goals, moving the equity incentive program towards a longer-term performance focus.



 •

Beginning in 2017, our long-term equity incentive program differentiates among individual performance levels by increasing or decreasing each named executive officer's grant value from a baseline target value based on a subjective assessment of a variety of factors.

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              Shareholder Response.    The most recent shareholder advisory vote on our named executive officer compensation was held on May 31, 2017 (our "2017 annual meeting"), based on the three-year frequency approved by our shareholders in 2011. Excluding abstentions and broker non-votes, 94.69% of total votes were cast in support of the program. Because we view this outcome as overwhelmingly supportive of our compensation policies and practices, we do not believe the vote requires consideration of changes to the program. Nonetheless, because market practices and our business needs continue to evolve, we continually evaluate our program and make changes when warranted.

              At our 2017 annual meeting, our shareholders expressed a preference that advisory votes on executive compensation occur every year. Consistent with this preference, our Board implemented an annual advisory vote on executive compensation, with the next such advisory vote to be held at our 2018 annual meeting, until the next advisory vote on the frequency of shareholder votes on executive compensation, which will occur no later than our 2023 annual meeting of shareholders.

Philosophy and Objectives

              We strive to attract, retain, and motivate persons with superior ability, to reward outstanding performance, and to align the long-term interests of our named executive officers with those of our shareholders. The material compensation principles applicable to the compensation of our named executive officers are outlined below:

•

In determining total compensation, we consider the reasonable range of the median of total compensation of comparable positions at companies within our market comparator group, but we make adjustments based onwhile accounting for distinct circumstances not reflected in the market data such as unique job descriptions and responsibilities as well as our particular niche in the retail sector and the impact that are not reflected in the market data.a particular officer may have on our ability to meet business objectives. For competitive or other reasons, our levels of total compensation or any component of compensation may exceed or be below the median range of our market comparator group.



•

We set base salaries to reflect the responsibilities, experience, performance, and contributions of the named executive officers and the salaries for comparable benchmarked positions, while maintaining an appropriate balance between base salary and incentive compensation.



•

We reward named executive officers who enhance our performance by linking cash and equity incentives to the achievement of our financial goals.



•

We promote share ownership to align the interests of our named executive officers with those of our shareholders.



•

In approving compensation arrangements, we consider recent compensation history, including special or unusual compensation payments.

              We have employment agreements with the named executive officers to promote executive continuity, aid in retention, and secure valuable protections for Dollar General, such as non-compete, non-solicitation, and confidentiality obligations.obligations, as well as to facilitate implementation of our clawback policy.

Oversight and Process

              Oversight.    The Compensation Committee of our Board of Directors, consisting entirely of independent directors, determines and approves the compensation of our named executive officers. Beginning in 2016, such determinationThe independent members of our Board are provided the opportunity to ratify the Committee's determinations pertaining to the level of CEO compensation will be subject to ratification by the independent memberscompensation.

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              Use of Outside Advisors.    The Compensation Committee has selected Meridian Compensation Partners ("Meridian")Pearl Meyer to serve as its compensation consultant and has determined that MeridianPearl Meyer is independent and that its work has not raised any conflicts of interest. Meridian (or its predecessor) has served as the Committee's consultant since 2007 and was re-selected in 2014 afterWhen requested by the Committee, conducted an extensive review and request for proposal process. A Meridiana Pearl Meyer representative attends




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Committee meetings and participates in private sessions ifwith the Committee, requests, and Committee members are free to consult directly with MeridianPearl Meyer as desired.

              The Committee (or its Chairman) determines the scope of Meridian'sPearl Meyer's services and has approved a written agreement that details the terms under which MeridianPearl Meyer will provide independent advice to the Committee. The approved scope of Pearl Meyer's work generally includes availability for Committee meeting attendancethe performance of analyses and associated preparation work; assistance with risk assessment and with decision making regardingprovision of independent advice related to our executive and non-employee director compensation matters; advising on our Boardprograms and executive payrelated matters in support of the Committee's decisions, and more specifically, includes performing preparation work associated with Committee meetings, providing advice in areas such as compensation philosophy, compensation risk assessment, market comparator group, incentive plan design, executive compensation disclosure, emerging best practices and changes in the regulatory environment;environment, and providing competitive market studies. Meridian,Pearl Meyer, along with management, also prepares benchmarking data for consideration by the Committee in making decisions on items such as base salary, the Teamshare bonus program, and the long-term incentive program.

              Management's Role.    Financial performance targets used in our incentive compensation programs typically are derived from our annual financial plan that is prepared by our executive management team and reviewed and approved by our Board of Directors.Directors, and, at the Committee's request, members of our finance department assist the Committee in developing these financial performance targets. Messrs. Dreiling, Vasos and Ravener and non-executive members of the human resources group provide assistance to the Compensation Committee and MeridianPearl Meyer regarding executive compensation matters, including conducting research, compiling data and making recommendations regarding compensation amount, mix, and program structure alternatives, market comparator group composition and compensation-related governance practices, as well as providing information to and coordinating with MeridianPearl Meyer as requested, andrequested. Additionally, Ms. Taylor may provide legal advice to the Committee regarding executive compensation and related governance and legal matters and contractual arrangements from time to time. Although these recommendations may impact each of such officers' compensation to the extent they participate in the plans and programs, none of such officers make recommendations to the Committee regarding their specific compensation. For the role of management in named executive officers' performance evaluations, see "Use of Performance Evaluations" below. Although the Committee values and solicits management's input, it retains and exercises sole authority to make decisions regarding named executive officer compensation.

              Use of Performance Evaluations.    The Compensation Committee, together with the Chairman of the Board, assesses the performance of the CEO, and the CEO evaluates and reports to the Committee on the performance of each of the other named executive officers, in each case versus previously established goals. The Committee also has input into each named executive officer's performance evaluation. These evaluations are subjective; no objective criteria or relative weighting is assigned to any individual goal or factor.

              The Committee historically has used the overall performance ratingPerformance ratings serve as an eligibility threshold for an annual base salary increaseincreases and Teamshare bonus payment. Although an unsatisfactory rating generally would preclude an annual base salary increase or a Teamshare bonus payment, performance ratings have not been used to determine the amount of the Teamshare bonus payment for a named executive officer. Rather, such amount has been determined solely based upon the level of achievement of the applicable financial performance measure and the terms of the Teamshare bonus program described below.

              In addition to functioning as an eligibility threshold, the performance rating maydirectly impact the amount of a named executive officer's annual base salary increase. The Committee typically starts with the percentage base salary increase that equals the overall budgeted increase for our U.S.-based employee population and approves differing merit increases to base salary based upon each named executive officer's individual performance rating. The Committee then considers whether additional adjustments are necessary to reflect performance, responsibilities or qualifications; to bring pay within a reasonable range of the market comparator group; due to a change in role or duties; to achieve a better balance between base salary and incentive compensation; or for other reasons the Committee believes justify a variance from the overall budgetedmerit increase.

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              Performance evaluation results have the potential to affect the amount of Teamshare bonus payout because the Committee is allowed to adjust payments downward within certain limitations depending upon the named executive officer's performance rating. The Committee did not exercise any such negative discretion for the 2017 Teamshare payouts to named executive officers.

              An unsatisfactory performance rating also would result in a reduction inwill reduce the number of, or a total elimination, of RSUs andcompletely eliminate, stock options awarded to the named executive officer in the following year.




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None of the named executive officers received an unsatisfactory performance rating for either 20142016 or 2017. In addition, beginning in 2017, to allow for those who remained employed in 2016differentiation among performance levels of the named executive officers, individual performance, along with other factors including company performance, department performance, retention, and therefore underwentsuccession, were used as part of a performance evaluation, in 2015.subjective assessment to determine whether each named executive officer's equity award value should be increased or decreased from the baseline target that is derived from benchmarking information.

              Use of Market Benchmarking Data.    The Compensation Committee approves, periodically reviews, and utilizes a market comparator group when making compensation decisions (see "Philosophy and Objectives"). The market comparator group data typically is considered annually for base salary adjustments, target equity award values, Teamshare target bonus opportunities, and total direct compensation, and periodically when considering structural changes to our executive compensation program. The Committee most recently updated our market comparator group in December 2015 to include several retail and distribution companies with a broad range of products and to exclude certain companies focused on apparel.

              Our market comparator group consists of companies selected according to their similarity to our operations, services, revenues, markets, availability of information, and any other information the Committee deems appropriate. Such companies are likely to have executive positions comparable in breadth, complexity, and scope of responsibility to ours.

              Our Thus, our market comparator group for 20152017 compensation decisions consisted of:

AutoZone​	Aramark	​	Family Dollar	​	Office Depot	​	Staples
J.C. Penney	​	The Gap	​	Macy's	​	Ross Stores
TJX Companies	​	Kohl's	​	Starbucks	​	L Brands
Dollar Tree	​	Rite Aid	​	Sysco
​	AutoZone	​	Kohl's	​	Ross Stores	​	TJX Companies
​	Bed, Bath & Beyond	​	L Brands	​	Staples	​	Tractor Supply
​	Best Buy	​	Office Depot	​	Starbucks	​	Yum! Brands
​	Dicks Sporting Goods	​		​		​

              For each named executive officer position below CEO, the Committee biennially considers market comparator group data provided by Meridian. In alternating years, the Committee instead uses prior year data after applying an aging factor recommended by Meridian. Meridian              Pearl Meyer annually provides market data for the CEO, to ensure that the Committee is aware of any significant movement in CEO compensation levels within the market comparator group. For the 2015group, and biennially for each named executive officer position below CEO. In alternating years, the Committee uses the prior year data after applying an aging factor recommended by Pearl Meyer. For 2017 CEO and non-CEO compensation decisions, the Committee considered non-aged data provided by Meridian using Aon Hewitt's database forPearl Meyer from the 2015 market comparator group. For Messrs. Flanigan, Ravener and Sparks, for whom insufficient market comparator group data was available, the Committee used data from a broader group of retailers comprising a subset of companies included within the Aon Hewitt Total Compensation Measurement^TM (TCM) database. A list of such companies is included asAppendix A attached to this proxy statement. In determining the short-term cash and long-term equity targets for named executive officer positions below Chief Operating Officer, the Committee considers blended market values for comparable positions, rather than values for individual positions, provided in the data above from Meridian.

Elements of Named Executive Officer Compensation

              We provide compensation in the form of base salary, short-term cash incentives, long-term equity incentives, benefits, and limited perquisites. We believe each of these elements is a necessary component of the total compensation package and is consistent with compensation programs at companies with whom we compete both for business and talent.

              In connection with his planned retirement on January 29, 2016, all decisions regarding              Mr. Dreiling's 2015 compensation were negotiated in connection with his employment transition agreement. Accordingly, with certain exceptions that are specifically identified, the discussion below of 2015 compensation decisions and related actions excludes those pertaining to Mr. Dreiling, which are instead discussed under "CEO Employment Transition Agreement" below.

              In addition, each of Messrs. Vasos and Garratt received compensation adjustments during the year as a result of their promotions. To determine such compensation adjustments, theVasos's 2017 Compensation Generally.    The Compensation Committee evaluatedconsidered the appropriate levelbase salary, short-term incentive, and long-term incentive components of totalMr. Vasos's compensation, as well as his total compensation, in each case in comparison to the market comparator group (see "Use of Market Benchmarking Data") and in light of both his fiscal 2016 performance and experience level, as well as our pay for performance philosophy and the other relevant compensation principles (see

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"Philosophy and Objectives"). As a result of such considerations, the Committee determined that the most appropriate levelway to reward Mr. Vasos for his 2016 overall performance and mixcontinue to move him closer to the median of the market comparator group benchmarking data in 2017 was to increase his target short-term incentive bonus opportunity and the target grant value of his 2017 equity award. The Committee agreed that these changes resulted in a 2017 target total compensation elements consideringopportunity that was within a reasonable range of the market comparator group data in light of Mr. Vasos's overall 2016 performance in the CEO role and his years of experience in the role as compared to other CEOs in the market comparator group.

              2017 Compensation of Named Executive Officers Other than Mr. Vasos Generally.    The Compensation Committee considered the base salary, short-term incentive, and long-term incentive components, and total compensation of the non-CEO named executive officers, in each case in comparison to the market comparator group (see "Use of Market Benchmarking Data"), as well as each such officer's levelperformance (see "Use of experiencePerformance Evaluations"). As a result of such considerations, for each non-CEO named executive officer the Committee approved an increase in the short-term incentive target from 65% to 75% of base salary and qualifications and recent compensation. In addition, for Mr. Garratt'sin the long-term incentive grant value target, before adjustments based on individual performance, from $1.1 million to $1.5 million in order to improve the competitiveness of total compensation as compared to the market comparator group, while maintaining an appropriate balance between short-term andincentive compensation, long-term incentive compensation, and base salary. However, in order to allow for differentiation among individual performance levels of the non-CEO named executive officers, the Committee consideredthen approved adjustments to the $1.5 million target levels applicable to our other executive vice presidents. The resulting promotion-related adjustments are set forth in the discussion below.




long-term incentive grant value based on each such officer's subjective performance evaluation results which took into account a variety of factors, including company performance, department performance, individual performance, retention, and succession (see "Use of Performance Evaluations").

Table              The Committee further approved base salary merit increases in accordance with each non-CEO named executive officer's 2016 performance rating within the limitations of Contentsthe overall U.S. merit budget increase for 2017 of 3.0%, and after reviewing the proposed total target compensation, excluding the long-term incentive grant value adjustments based on performance, of each such officer against the market comparator group data, the Committee determined that total compensation for each such officer other than Mr. Garratt remained within a reasonable range of the market comparator group median and reflected the responsibilities of the position and the experience and contributions of the individual. However, to better reflect the responsibilities of his position, his experience and contributions, and to more closely align his total target compensation with the market comparator group median, the Committee approved an additional base salary adjustment for Mr. Garratt.

              Base Salary.    Base salary promotes our recruiting and retention objectives by reflecting the salaries for comparable positions in the competitive marketplace, rewarding strong performance, and providing a stable and predictable income source for our executives. Our employment agreements with the named executive officers set forth minimum base salary levels, but the Compensation Committee retains sole discretion to increase these levels from time to time.

              (a)    Routine Salary Adjustments.    Our Compensation The Committee routinely considers annual base salary adjustments in March. In

              (a)    Salary Adjustment for Mr. Vasos.    The Compensation Committee determined that Mr. Vasos should receive a 3.0% base salary increase, resulting in a base salary of $1,133,000, effective April 1, 2017. The Committee determined that this increase was consistent with the overall budgeted merit increase for U.S. employees and appropriate in light of the market benchmarking datasizable annual equity grant value increase he received in 2017, the significant increase to his 2017 short-term incentive bonus opportunity, and each named executive officer's 2014 satisfactory performance rating, all such officersthe significant increase to his base salary received in conjunction with his promotion to CEO in May 2015 and again on April 1, 2016.

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              (b)    Salary Adjustments for Named Executive Officers Other than Mr. Vasos.    For the 2.95%reasons outlined above under "2017 Compensation of Named Executive Officers Other than Mr. Vasos Generally," Mr. Garratt received a 19.46% base salary increase, that was budgeted for our U.S. based employee population.Mr. Owen and Ms. Taylor who was promoted to Executive Vice President in March 2015, received an additional 13.72%a 2.69% base salary increase, (for a total adjustment of 16.67%) in recognition of her role and to maintain her total compensation within a reasonable range of the market median for her new position, and Mr. Garratt, who served as Senior Vice President at the time,Ravener received an additional 0.29%a 3.69% base salary increase (for a total adjustment of 3.24%) in further recognition of his 2014 performance (see "Use of Performance Evaluations" and "Use of Market Benchmarking Data"). The Committee chose to forego any adjustments beyond the 2.95% increase to Mr. Vasos's base salary until it was determined whether he would succeed Mr. Dreiling as CEO.

              (b)    Non-Routine Salary Adjustments.    As a result of the evaluations discussed above pertaining to their promotions, Mr. Vasos received a salary increase from $791,042 to $1,000,000 and Mr. Garratt received a salary increase from $309,708 to $500,000, inIn each case, the salary adjustment became effective upon the applicable promotion date and to reflect his new role and expanded responsibilities and to provide compensation that was more appropriately aligned with the market comparator group data for his new role.on April 1, 2017.

              Short-Term Cash Incentive Plan.    OurFor 2017, our short-term cash incentive plan, called Teamshare, iswas established under ourthe shareholder-approved Amended and Restated Dollar General Corporation Annual Incentive Plan.Plan ("Annual Incentive Plan"). The Teamshare program provides an opportunity to receive a cash bonus payment equal to a certain percentage of base salary based upon Dollar General's achievement of one or more pre-established financial performance targets. Accordingly, Teamshare fulfills an important part of our pay for performance philosophy while aligning the interests of our named executive officers and our shareholders.

              (a)    20152017 Teamshare Structure.    The Compensation Committee uses adjusted EBIT as the Teamshare financial performance measure because it is a comprehensive measure of our corporate performance and so is alignedthat the Committee believes aligns with our shareholders' interests. For purposes of the 20152017 Teamshare program, adjusted EBIT is defined as our operating profit as calculated in accordance with U.S. generally accepted accounting principles, but excludes:

•

excludes the impact of (a) costs, fees and expenses directly related to consideration, negotiation, preparation, or consummation of any transaction that results in a Change in Control (within the meaning of our Amended and Restated 2007 Stock Incentive Plan) or to any securities offering; (b) gain or loss recognized as a result of any derivative instrument transactions or hedging activities;disaster-related charges; (c) gains or losses associated with any early retirement of debt; (d) charges resulting from significant natural disasters; and (e) any significant gains or losses associated with our LIFO computation; and



•

(d) unless disallowed by the Committee (a) non-cash asset impairments; (b)disallows any significantsuch item, (i) any unbudgeted loss as a result of an individual litigation, judgmentthe resolution of a legal matter or lawsuit settlement; (c) charges for business restructurings; (d) losses due to new or modified tax, legislation or accounting changes enacted after the start(ii) any unplanned loss(es), net of fiscal 2015; (e) significant tax settlements; and (f) any significantrelated unplanned itemsgains, of a non-recurring nature, provided that in the case of each of (i) and (ii) such amount equals or extraordinary nature.




Table of Contentsexceeds $1 million for a single loss or net loss, as applicable, and $10 million in the aggregate.

              The Committee used our 2015 annual financial planan adjusted EBIT targetperformance goal of $1.939approximately $2.062 billion as the target for the 20152017 Teamshare program, andwhich was derived from our 2017 financial plan but adjusted to appropriately account for matters that were not contemplated at the time the 2017 financial plan was approved by the Board, including adjustments necessary as a result of the Committee's deviation from historical adjustment authorization practices. The Committee retained the threshold (below which no bonus may be earned) and maximum (above which no further bonus may be earned) performance levels at 90% and 120% of the target level, respectively. These threshold and maximum performance levels had beenwere again used, in the prior year Teamshare program to more closely reflectas they appropriately align pay and performance and are reasonably consistent with the practices of our market comparator group. Payouts for financial performance are based on actual results and are interpolated on a straight-line basis between threshold and target and between target and maximum.

              The bonus payable to each named executive officer upon achieving the target level of financial performance is equal to the applicable percentage of base salary shown in the table below. The target payout percentagebelow, subject to the Committee's exercise of salary for Mr. Vasos was increased from 80% to 100% and for eachnegative discretion based on the individual's performance (see "Use of Mr. Garratt and Ms. Taylor from 50% to 65% in connection with their promotions. Except for the promotion-related decisions, thesePerformance Evaluations"). These percentages for each non-CEO named executive officer remained unchangedincreased from those in effect at the end of the prior year based on(65%) for the Committee's reviewreasons outlined under "2017 Compensation of Named Executive Officers Other than Mr. Vasos Generally." Mr. Vasos's percentage

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also was increased from the market comparator group data. The promotion-related decisionsprior year for Messrs. Vasos and Garratt were determined as a result of the evaluations discussed above.reasons outlined above under "Mr. Vasos's 2017 Compensation Generally."

Name	​	Target % of Base Salary*	​
Mr. Vasos	​	80/100
Mr. Garratt/Ms. Taylor 150	​	50/65
All other named executive officers	​	6575	​

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*

Percentages for Messrs. Vasos and Garratt and Ms. Taylor are those in effect for each position held during 2015. The actual payout for each such officer is pro-rated for time in each position held during 2015. For all named executive officers, payout percentages at the threshold and maximum performance levels would be calculated at 50% and 300%, respectively, of the applicable target percentage of base salary.

              (b)    20152017 Teamshare Results.    The Compensation Committee certified the adjusted EBIT performance result at $1.957$2.089 billion (100.92%(101.3% of target) resulting in 20152017 Teamshare payouts to each of Messrs. Vasos, Garratt, Flanigan and Ravener and Ms. Taylorthe named executive officers of 109.2%113.03% of the target percentages set forth in the table above. Such amounts are reflected in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table. Messrs. Tehle and Sparks were ineligible to receive a payout under the terms of the Teamshare program because they were not employed with us on the payment date.

              Long-Term Equity Incentive Program.    Long-term equity incentives are an important part of our pay for performance philosophy and are designed to motivate named executive officers to focus on long-term success for shareholders while rewarding them for a long-term commitment to us. The Compensation Committee considers annual equity awards each March at its regular quarterly meeting and considers special equity awards as necessary in connection with one-time events such as a new hire, promotion, or promotion.special performance. Equity awards are made under our shareholder-approved Amended and Restated 2007 Stock Incentive Plan.

              (a)    20152017 Equity Award for Mr. Vasos.    After considering the market comparator group data pertaining to long-term incentive compensation, the Compensation Committee determined to provide Mr. Vasos with a $6.0 million target grant value for his 2017 equity grant. The Committee believed the $6.0 million target grant value of this equity award was within a reasonable range of the market comparator group data in light of Mr. Vasos's time in the CEO role as compared to other CEOs in the market comparator group and in light of his total target compensation given his increase in Teamshare bonus opportunity for 2017. The Committee further determined that Mr. Vasos's annual equity grant should reflect a mix of 50% stock options and 50% PSUs, as this mix remained reasonably well aligned with the practices of the market comparator group, and approved the award in accordance with the terms outlined in "2017 Annual Equity Awards.Awards for Named Executive Officers Other than Mr. Vasos" below.

              (b)    2017 Annual Equity Awards for Named Executive Officers Other than Mr. Vasos.    Each year, the Compensation Committee determines a targeted equity award value for each named executive officer derived from benchmarking information and the appropriate mix of vehicles in which to deliver such targeted value (see "Use of Market Benchmarking Data"). In 2015, the targeted, but then adjusts that value for each named executive officer was unchanged from the prior yearup or down based on a subjective assessment of a variety of factors including company performance, department performance, individual performance, retention, and succession. In 2017, the Committee's review of the market comparator group data and, for Mr. Vasos, a decision to defer consideration of any increase until it was determined whether he would succeed Mr. Dreiling as CEO. In addition, as in the prior year, the targeted valueequity mix was delivered 50% in options 25%and 50% in PSUs, as this mix remained reasonably well aligned with the practices of the market comparator group. For the reasons outlined above in "2017 Compensation of Named Executive Officers Other than Mr. Vasos Generally," the grant value target for each non-CEO named executive officer, before adjustments based on individual performance, was increased from $1.1 million to $1.5 million, and 25% in RSUs, whichthen the Committee previously determined appropriatelyapproved individual adjustments to the $1.5 million target based on a subjective assessment of the factors listed above. As a result, the non-CEO named executive officers received the following targeted grant values: Messrs. Garratt and Owen ($1.4 million), Mr. Ravener ($1.5 million), and Ms. Taylor ($1.45 million).




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aligned with the equity mix among our market comparator group and balanced the incentive and retention goals of these awards.

              The options are granted with a per share exercise price equal to the fair market value of one share of our common stock on the grant date. The options vest 25% annually on the April 1 of each of the four fiscal years following the fiscal year in which the grant is made, subject to the named executive officer's continued employment with us and certain accelerated vesting provisions. The RSUs are payable in sharesprovisions, and have a term of our common stock and vest 33¹/3% over three years on the April 1 of the three fiscal years following the fiscal year in which the grant is made, subject to continued employment with us and certain accelerated vesting conditions.ten years. The PSUs can be earned if specified performance goals are achieved during the applicable performance period (which was fiscal year 2015)periods and if certain additional vesting requirements are met.met as discussed more specifically below.

              For PSUs the Committee selects and sets targets for financial performance measures, then establishes threshold and maximum levels of performance derived from those targets. The number of PSUs earned depends on the level of financial performance achieved versus the goals. The Committee selected adjusted EBITDA (weighted 50%) and adjusted ROIC (weighted 50%) as the 2015 financial performance measures for the PSUs at target levels equal2017 PSUs. Half of the award is subject to those used in our 2015 financial plan. Theseadjusted EBITDA performance and half of the award is subject to adjusted ROIC performance. The Committee believes that these financial measures and weightings have been used for the PSUs since 2013 tomix between them appropriately balance the emphasis placed upon earnings performance as well as rigorous capital management over the long-term.

              For the 2017 PSU grant, a one-year performance period corresponding to our 2017 fiscal year was established for the portion of the PSUs which are subject to the adjusted EBITDA performance measure in order to incent maximization of earnings each year relative to the revenue environment. The adjusted EBITDA performance targetgoal of approximately $2.464 billion was derived from our 2017 financial plan, but adjusted to appropriately account for matters that were not contemplated at the time the 2017 financial plan was approved by the Board. The portion of the PSUs which are subject to an adjusted ROIC performance measure were divided into three equal parts, each subject to its own performance goal and performance period, in order to include a longer-term performance focus and more closely align with the market comparator group practice. The three performance goals are subject to one-year, two-year, and three-year performance periods, each beginning the first day of our 2017 fiscal year and extending through the last day of our 2017, 2018, and 2019 fiscal years, respectively, and are based on the average of adjusted ROIC for each fiscal year within the applicable performance period. The first performance goal (18.17%) was derived from our 2017 financial plan, but adjusted to appropriately account for matters that were not contemplated at the time the 2017 financial plan was approved by the Board, and the 2^nd and 3^rd performance goals (each 18.18%) were derived from our three-year financial plan as it existed at the time the PSUs were awarded (including adjustments for the 2017 financial plan outlined above). The Committee believes this use of adjusted ROIC incentivizes a focus on continued strong return on invested capital as our company continues to grow.

              Adjusted EBITDA is computedcalculated as income (loss) from continuing operations before cumulative effect of change in accounting principles plus interest and other financing costs, net, provision for income taxes, and depreciation and amortization, but excludes the impact of all items excluded from the 20152017 Teamshare program adjusted EBIT calculation outlined above,above. Adjusted ROIC for each performance period, as well as share-based compensation charges. The ROIC performance targetapplicable, is calculated as (a) the result of (x) the sum of (i) our operating income, plus (ii) depreciation and amortization, plus (iii) minimum rentals for 2017 and 2018 and single lease cost for 2019, minus (y) taxes, divided by (b) the result of (x) the sum of the averages of: (i) total assets, excluding any assets associated with the adoption of new lease accounting standards in 2019, plus (ii) accumulated depreciation and amortization, minus (y) (i) cash, minus (ii) goodwill, minus (iii) accounts payable, minus (iv) other payables, minus (v) accrued liabilities, plus (vi) 8x minimum rentals for 2017 and 2018 and 8x single lease cost for 2019 (with all of the foregoing terms determined per our financial statements for each fiscal year within the applicable performance period) but excludes the impact of all items excluded from the 20152017 Teamshare program adjusted EBIT calculation outlined above.above, as well as, in 2019, impacts related to changes to lease accounting rules. For 2017, when calculating performance, the Committee additionally exercised its inherent negative discretion under Section 162(m) of the Internal Revenue Code to adjust ROIC for the material positive impact of the

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Tax Cuts and Jobs Act driven by both the benefit associated with the remeasurement of deferred tax assets and liabilities and for the ongoing federal corporate tax rate reduction that went into effect near the end of the Company's 2017 fiscal year.

              The following table shows how the PSUs would be earned at each of the threshold, target, and maximum performance levels.levels for the three performance periods. PSUs earned for financial performance between these levels are interpolated in a manner similar to that used for our 20152017 Teamshare bonus program, and the number of PSUs earned could vary between 0% and 300% of the target award. The following tables also show the actual results of the 20152017 financial performance measures and the actual number of PSUs earned.

	​	Adjusted EBITDA														​	ROIC														​					​
Level	​	Result v. Target (%)				​	EBITDA Result ($) (in millions)				​	Units Earned (% of Target)				​	Result v. Target (%)				​	ROIC Result (%)				​	Units Earned (% of Target)				​	Total Units Earned (% of Target)				​
Below Threshold	​	​	<90		​	​	​	<2,112		​	​	​	0		​	​	​	<94.75		​	​	​	<18.05		​	​	​	0		​	​	​	0		​	​
Threshold	​	​	90		​	​	​	2,112		​	​	​	25		​	​	​	94.75		​	​	​	18.05		​	​	​	25		​	​	​	50		​	​
Target	​	​	100		​	​	​	2,347		​	​	​	50		​	​	​	100.00		​	​	​	19.05		​	​	​	50		​	​	​	100		​	​
Maximum	​	​	120		​	​	​	2,817		​	​	​	150		​	​	​	110.50		​	​	​	21.05		​	​	​	150		​	​	​	300		​	​
2015 Results	​	​	100		​	​	​	2,347		​	​	​	50.0		​	​	​	100.5		​	​	​	19.14		​	​	​	54.5		​	​	​	104.5		​	​

	​		​	Adjusted EBITDA														​	Adjusted ROIC														​
	​	Level	​	Result v. Target (%)				​	EBITDA Result ($) (in billions)				​	PSUs Earned (% of Target)				​	Result v. Target (%)				​	ROIC Result (%)				​	PSUs Earned (% of Target)				​
	​	2017:	​	​			​	​	​			​	​	​			​	​	​			​	​	​			​	​	​			​	​
	​	Below Threshold	​	​	<90		​	​	​	<2.217		​	​	​	0		​	​	​	<94.5		​	​	​	<17.17		​	​	​	0		​	​
	​	Threshold	​	​	90		​	​	​	2.217		​	​	​	50		​	​	​	94.5		​	​	​	17.17		​	​	​	50		​	​
	​	Target	​	​	100		​	​	​	2.464		​	​	​	100		​	​	​	100.0		​	​	​	18.17		​	​	​	100		​	​
	​	Maximum	​	​	120		​	​	​	2.957		​	​	​	300		​	​	​	105.5		​	​	​	19.17		​	​	​	300		​	​
	​	2017 Results	​	​	100.8		​	​	​	2.484		​	​	​	108.2		​	​	​	102.9		​	​	​	18.69		​	​	​	204.0		​	​




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	​		​	Adjusted ROIC												​
	​	Level	​	Result v. Target (%)				​	ROIC Result (%)		​	PSUs Earned (% of Target)				​
	​	2017-2018 & 2017-2019:	​	​	​		​	​	​		​	​	​		​	​
	​	Below Threshold	​	​	<94.5		​	​	<17.18		​	​	0		​	​
	​	Threshold	​	​	94.5		​	​	17.18		​	​	50		​	​
	​	Target	​	​	100.0		​	​	18.18		​	​	100		​	​
	​	Maximum	​	​	105.5		​	​	19.18		​	​	300		​	​




	​	Name	​	20152017 PSUs Earned	​
	​	Mr. Vasos	​	​	5,65035,496		​	​
Mr. Tehle*	​	​	0		​	​
Mr. Garratt	​	​	1,261  8,285		​	​
	​	Mr. FlaniganOwen	​	​	4,143  8,285		​	​
	​	Mr. Ravener	​	​	4,143  8,877		​	​
	​	Ms. Taylor	​	​	4,143  8,581		​	​
Mr. Sparks*	​	​	0		​	​

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*

Messrs. Tehle and Sparks forfeited the 2015 PSUs upon leaving Dollar General.

              One-third of the PSUs earned PSUs vested on the last day of the one-yearby each named executive officer for fiscal 2017 adjusted EBITDA performance period, and the remaining two-thirds will vest equallyin equal installments on each of April 1, 20172018, April 1, 2019, and April 1, 2020, and all of the PSUs earned by each named executive officer for adjusted ROIC performance during the first performance period will vest on April 1, 2018, subject to the named executive officer's continued employment with us and certain accelerated vesting provisions. Subject to certain pro-rata vesting conditions, the PSUs earned, if any, by each named executive officer for adjusted ROIC performance during the second and third performance periods will vest on April 1, 2019 and April 1, 2020, respectively, in each case subject to the named executive officer's continued employment with us and certain accelerated vesting provisions. All vested PSUs will be settled in shares of our common stock.

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Table of their new roles and increased responsibilities, and considering the market comparator group data in light of their experience and qualifications (see "Use of Market Benchmarking Data"), the Compensation Committee approved special equity awards to each of Messrs. Vasos and Garratt.Contents

              Upon his promotion to CEO, Mr. Vasos received an award of non-qualified stock options having an approximate value of $5 million to purchase 256,682 shares of our common stock. Subject to certain limited vesting acceleration events, such options are scheduled to vest ratably in installments of 33¹/3% on each of the third, fourth and fifth anniversaries of the June 3, 2015 grant date, subject to Mr. Vasos' continued employment with us and holding requirements through the fifth anniversary of the grant date. The options will terminate no later than ten years from the grant date.

              Upon his promotion to Chief Financial Officer, Mr. Garratt received an award of non-qualified stock options having an approximate value of $124,000 to purchase 7,829 shares of our common stock. Subject to certain limited vesting acceleration events, such options are scheduled to vest ratably in installments of 25% on each of the first four anniversaries of the December 2, 2015 grant date, subject to Mr. Garratt's continued employment with us. The options will terminate no later than ten years from the grant date.

(c)    2012 Performance-Based Restricted Stock Award.    In March 2012 the Compensation Committee awarded Mr. Dreiling 326,037 performance-based restricted shares of our common stock which could be earned by achieving certain earnings per share ("EPS") performance targets for fiscal years 2014 and 2015, subject to certain adjustments, derived from our long-term financial plan on the grant date. As previously disclosed, half of the award vested after the end of our 2014 fiscal year as a result of meeting the financial target. Mr. Dreiling forfeited the remaining half as a result of his retirement prior to the 2015 adjusted EPS certification date.

              (d)    Share Ownership Guidelines and Holding Requirements.    As shown below, we have adoptedOur senior officers are subject to share ownership guidelines and holding requirements for senior officers.requirements. The share ownership guideline is a multiple of annual base salary as in effect on April 1, 2013 (or, if later, the hire or promotion date). The ownership levels arefrom time to time and is to be achieved within 5 years of the later of April 1, 2013 or the April 1 next following such person's hire or promotion date.a five-year time period.

	​	Officer Level				​	Multiple of Base Salary	​
	​	​	CEO		​	​	​	5X	​	​
	​	​	EVP		​	​	​	3X	​	​
	​	​	SVP		​	​	​	2X	​	​




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              Each senior officer is required to retain ownership of 50% of all net after-tax shares acquired from Dollar Generalissuable upon vesting or exercise of compensatory awards until he or she reaches the target ownership level. Administrative details pertaining to these matters are established by the Compensation Committee.

              (e)(d)    Policy Against Hedging and Pledging Transactions.    Our policy prohibits Board members and executive officers from (1) pledging Dollar General securities as collateral, (2) holding Dollar General securities in a margin account, and (3) hedging their ownership of Dollar General stock, such as entering into or trading prepaid variable forward contracts, equity swaps, collars, puts, calls, options (other than those granted by us) or other derivative instruments related to Dollar General stock.

              Benefits and Perquisites.    Our named executive officers participate in certain benefits on the same terms that are offered to all of our salaried employees. We also provide them with limited additional benefits and perquisites for retention and recruiting purposes, to replace benefit opportunities lost due to regulatory limits, and to enhance their ability to focus on our business. We do not provide tax gross-up payments on any benefits and perquisites other than relocation-related items. The primary additional benefits and perquisites include the following:

•

We provide a Compensation Deferral Plan (the "CDP") and, for named executive officers hired or promoted prior to May 28, 2008, a defined contribution Supplemental Executive Retirement Plan (the "SERP," and together with the CDP, the "CDP/SERP Plan").



•

We pay the premiums for a life insurance benefit equal to 2.5 times base salary up to a maximum of $3$4 million.



•

We provide a salary continuation program that provides income replacement for up to 26 weeks at 100% of base salary for the first three weeks and 70% of base salary thereafter. In addition to the income replacement benefit, we also pay administrative fees for short-term disability coverage, which provides income replacement of up to 70% of monthly base salary inassociated with the case of a short-term disability.program. We also pay the premiums under a group long-term disability plan whichthat provides 60% of base salary up to a maximum monthly benefit of $400,000.$20,000.



•

We provide a relocation assistance program under a policy applicable to officer-level employees.



•

We provide personal financial and estate planning and tax preparation services through a third party.

              CEO Employment Transition Agreement.    As previously disclosed, Mr. Dreiling retired on January 29, 2016 (the "Retirement Date"). In light of his announced retirement plans, the Compensation Committee did not undertake performance reviews for Mr. Dreiling for 2014 or 2015, but rather deemed his performance to be satisfactory and determined his 2015 compensation as part of our negotiated employment transition agreement with him, effective March 10, 2015. The terms of the employment transition agreement were negotiated to secure Mr. Dreiling's services through the Retirement Date and ensure a smooth transition to his successor, and we believe the employment transition agreement successfully achieved those goals. Mr. Dreiling served as our CEO until we appointed Mr. Vasos as his successor. Thereafter, Mr. Dreiling served as Senior Advisor and as a member and Chairman of the Board through the Retirement Date. Mr. Dreiling remains subject to the business protections contained in the employment transition agreement, including non-competition and non-solicitation provisions, for two years following the Retirement Date.

              Pursuant to the employment transition agreement:

•

Mr. Dreiling received the same 2.95% base salary increase in 2015 that was budgeted for our entire U.S.-based employee population.



•

Mr. Dreiling participated in the 2015 Teamshare program at the same threshold (50% of target), target (130%) and maximum (300% of target) base salary percentage levels as the prior year, and we waived the requirement to be employed on the payment date. As




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discussed above, the Committee certified the adjusted EBIT performance result at $1.957 billion (100.92% of target) resulting in a 2015 Teamshare payout to Mr. Dreiling of 109.2% of his 130% target.

•

In lieu of receiving an annual equity award in 2015 under our long-term incentive program, Mr. Dreiling instead was awarded 57,670 RSUs, with an approximate value of $4 million (the "Transition RSU Award").



•

Mr. Dreiling retained coverage through the Retirement Date under all employee benefit plans and was entitled to all welfare, fringe and other benefits and perquisites that were available to all of our other executives.



•

Mr. Dreiling was entitled to limited additional perquisites, including reimbursement for up to $15,000 of legal expenses for review of the employment transition agreement (which he did not use), payment of the premiums on his portable long-term disability insurance through the Retirement Date, and personal use of our corporate airplane for his and his spouse's travel between Nashville, Tennessee, and Livermore, California, while he continued to serve as CEO, limited to no more than 100 hours total and 16 hours per month.



•

Mr. Dreiling's outstanding equity awards will continue to vest, if at all, in accordance with the terms of the applicable award agreements.

              The Transition RSU Award is a time-based award that vested in full as of the Retirement Date. Fifty percent of the award was paid on the first anniversary of the grant date and the remaining 50% will be paid on the second anniversary of the grant date, subject to accelerated payment in the event of death or disability or a change in control prior to a payment date, in each case as defined in the award agreement. The Transition RSU Award is payable in an equal number of shares of Dollar General common stock, subject to reduction, cancellation, forfeiture or recoupment, in whole or in part, upon various events specified in the award agreement, including but not limited to the breach of the business protection provisions set forth in the employment transition agreement.

Severance Arrangements

              As noted above, we have an employment agreement with each of our named executive officers and an employment transition agreement with Mr. Dreiling that, among other things, provideprovides for such executive's rights upon a termination of employment in exchange for valuable business protection provisions for us. We believe that reasonable severance benefits are appropriate to protect the named executive officer against circumstances over which he or she does not have control and as consideration for the promises of non-disclosure, non-competition, non-solicitation, and non-interference, as well as the clawback rights, that we require in our employment agreements. A change in control, by itself ("single trigger"), does not trigger any severance provision applicable to our named executive officers, except for the provisions related to outstanding long-term

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equity awards granted prior to 2016. TheEquity awards granted in or after 2016 annual equity awards do not provide for single trigger vesting acceleration but rather require a termination event within a certain period of time following a change in control to accelerate vesting of such equity awards.

              As discussed elsewhere in this proxy statement, Messrs. Dreiling, Tehle and Sparks left Dollar General in fiscal 2015. Payments and other benefits to each such former officer in connection with these employment separations are itemized under "Potential Payments upon Termination or Change in Control as of January 29, 2016" below.




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Considerations Associated with Regulatory Requirements

              Under Section 162(m) of the Internal Revenue Code, we generally may not take a tax deduction for individual compensation over $1 million paid in any taxable year to each of the persons that meet the definition of a covered employee under Section 162(m). For fiscal 2017, covered employees were those who were, at the end of the fiscal year, our CEO or one of the other named executive officers (other than our Chief Financial Officer)Officer, or "CFO"). As a result we may not deductof U.S. tax law changes, for fiscal years beginning after December 31, 2017, an individual who is a covered employee for any salary, signing bonustaxable year beginning after December 31, 2016 will continue to be a covered employee for all subsequent taxable years, and the definition of covered employee will include, in addition to those who were, at the end of the fiscal year, one of our named executive officers (other than the CEO or other annual compensation paidCFO), anyone who held the position of CEO or imputedCFO at any time during the fiscal year.

              Prior to such covered officers that causes non-performance-based compensation to exceed the $1 million limit. CertainU.S. tax law changes, certain performance-based compensation iswas exempt from the Section 162(m) deduction limit.

              We believe that The PSUs and stock options granted prior to 2018 under our Amended and Restated 2007 Stock Incentive Plan, andas well as the 2017 Teamshare cash incentive program under our Amended and Restated Annual Incentive Plan, currently satisfywere intended to meet the requirements of Section 162(m). Asthis performance-based compensation exemption. However, for tax years beginning after December 31, 2017, the performance-based compensation exemption will be eliminated unless the compensation qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. At this time, we do not believe that the PSUs granted in 2017 and a result, we may deduct compensation expense realized in connection with any (1) payments made underportion of our 2017 Teamshare program (2) stock options and stock appreciation rights, and (3) performance-based restricted stock and RSU awards. However, restricted stock or RSUs that solely vest over time are not "performance-based compensation"will qualify for the exemption from the deduction limit under Section 162(m), and we will be unable to deduct compensation expense realized in connection with those time-vested awards to persons covered by Section 162(m) to the extent their non-performance-based compensation exceeds $1 million. Our policies do not restrict thetransition relief provisions.

              The Compensation Committee from exercising discretioncontinues to view the tax deductibility of executive compensation as one of many factors to be considered in the context of its overall compensation philosophy and therefore reserves the right to approve compensation packages that may resultnot be deductible in certain non-deductible compensation expenses but that the Committee nonetheless determines to be in our shareholders' best interests.

              The Committee administers our executive compensation program with the good faith intention of complying with Section 409A of the Internal Revenue Code, which relates to the taxation of nonqualified deferred compensation arrangements.situations it deems appropriate.


Compensation Committee Report


              The Compensation Committee of our Board of Directors reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this document.

              This report has been furnished by the members of the Compensation Committee:

•

Patricia D. Fili-Krushel, Chairperson

 •

Warren F. Bryant Chairman



•

Patricia D. Fili-Krushel



•

William C. Rhodes, IIITimothy I. McGuire

              The above Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Dollar General filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent Dollar General specifically incorporates this report by reference therein.




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Summary Compensation Table


              The following table summarizes compensation paid to or earned by our named executive officers in each of the 2015, 20142017, 2016, and 20132015 fiscal years. We have omitted from this table the columns for Bonus"Bonus" and Change"Change in Pension Value and Nonqualified Deferred Compensation EarningsEarnings" because they are inapplicable.

Name and Principal Position(1)	​	Year		​	Salary ($)(2)		​	Stock Awards ($)(3)		​	Option Awards ($)(4)		​	Non-Equity Incentive Plan Compensation ($)(5)				​	All Other Compensation ($)				​	Total ($)		​
Todd J. Vasos,	​	2015		​	926,605		​	808,022		​	5,932,285		​	​	956,548		​	​	​	99,541		(6)	​	8,723,001		​
Chief Executive Officer	​	2014		​	765,342		​	821,048		​	653,913		​	​	521,486		​	​	​	67,422		​	​	2,829,211		​
	​	2013		​	699,549		​	625,574		​	422,846		​	​	—		​	​	​	72,464		​	​	1,820,433		​
​	​	​		​	​		​	​		​	​		​	​				​	​				​	​		​
Richard W. Dreiling,	​	2015		​	1,361,760		​	4,309,102		​	—		​	​	1,942,422		​	​	​	604,587		(7)	​	8,217,871		​
Former Chairman,	​	2014		​	1,323,789		​	3,503,208		​	2,790,016		​	​	1,465,747		​	​	​	681,392		​	​	9,764,152		​
Chief Executive Officer &	​	2013		​	1,291,515		​	3,440,634		​	2,059,459		​	​	—		​	​	​	855,567		​	​	7,647,175		​
Senior Advisor	​			​			​			​			​	​			​	​	​			​	​			​
​	​	​		​	​		​	​		​	​		​	​				​	​				​	​		​
John W. Garratt,	​	2015		​	339,405		​	180,374		​	303,694		​	​	199,223		​	​	​	66,150		(8)	​	1,088,846		​
Executive Vice President &	​			​			​			​			​	​			​	​	​			​	​			​
Chief Financial Officer	​			​			​			​			​	​			​	​	​			​	​			​
​	​	​		​	​		​	​		​	​		​	​				​	​				​	​		​
David M. Tehle,	​	2015		​	309,572		​	592,530		​	599,657		​	​	—		​	​	​	32,819		(9)	​	1,534,578		​
Former Executive Vice President &	​	2014		​	727,140		​	602,090		​	479,529		​	​	402,558		​	​	​	136,438		​	​	2,347,755		​
Chief Financial Officer	​	2013		​	709,413		​	625,574		​	374,452		​	​	—		​	​	​	172,598		​	​	1,882,037		​
​	​	​		​	​		​	​		​	​		​	​				​	​				​	​		​
John W. Flanigan,	​	2015		​	477,339		​	592,530		​	599,657		​	​	340,439		​	​	​	101,901		(10)	​	2,111,866		​
Executive Vice President,	​	2014		​	464,029		​	602,090		​	479,529		​	​	256,895		​	​	​	86,989		​	​	1,889,532		​
Global Supply Chain	​	2013		​	452,716		​	625,574		​	374,452		​	​	—		​	​	​	105,319		​	​	1,558,061		​
​	​	​		​	​		​	​		​	​		​	​				​	​				​	​		​
Robert D. Ravener,	​	2015		​	521,999		​	592,530		​	599,657		​	​	372,291		​	​	​	50,700		(11)	​	2,137,177		​
Executive Vice President &	​			​			​			​			​	​			​	​	​			​	​			​
Chief People Officer	​			​			​			​			​	​			​	​	​			​	​			​
​	​	​		​	​		​	​		​	​		​	​				​	​				​	​		​
Rhonda M. Taylor,	​	2015		​	515,645		​	592,530		​	599,657		​	​	362,026		​	​	​	66,702		(12)	​	2,136,560		​
Executive Vice President &	​			​			​			​			​	​			​	​	​			​	​			​
General Counsel	​			​			​			​			​	​			​	​	​			​	​			​
​	​	​		​	​		​	​		​	​		​	​				​	​				​	​		​
Gregory A. Sparks,	​	2015		​	233,567		​	592,530		​	599,657		​	​	—		​	​	​	823,980		(13)	​	2,249,734		​
Former Executive Vice President,	​	2014		​	635,676		​	602,090		​	479,529		​	​	351,922		​	​	​	56,960		​	​	2,126,177		​
Store Operations	​	2013		​	620,178		​	625,574		​	374,452		​	​	—		​	​	​	300,228		​	​	1,920,432		​

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Name and Principal Position(1)	​	Year		​	Salary ($)(2)		​	Stock Awards ($)(3)		​	Option Awards ($)(4)		​	Non-Equity Incentive Plan Compensation ($)(5)				​	All Other Compensation ($)				​	Total ($)		​
Todd J. Vasos,	​	2017		​	1,127,543		​	2,847,697		​	2,827,461		​	​	1,921,028		​	​	​	82,680		(6)	​​	8,806,409		​
Chief Executive Officer	​	2016		​	1,083,375		​	2,317,164		​	4,194,777		​	​	915,411		​	​	​	82,561		​	​	8,593,288		​
​	​	2015		​	926,605		​	808,022		​	5,932,285		​	​	956,548		​	​	​	99,541		​	​	8,723,001		​
​	​	​		​	​		​	​		​	​		​	​				​	​				​	​		​
John W. Garratt,	​	2017		​	597,256		​	664,463		​	659,739		​	​	520,441		​	​	​	60,636		(7)	​	2,502,535		​
Executive Vice President &	​	2016		​	511,603		​	637,226		​	655,955		​	​	277,981		​	​	​	47,247		​	​	2,130,012		​
Chief Financial Officer	​	2015		​	339,405		​	180,374		​	303,694		​	​	199,223		​	​	​	66,150		​	​	1,088,846		​
​	​	​		​	​		​	​		​	​		​	​				​	​				​	​		​
Jeffery C. Owen,	​	2017		​	630,529		​	664,463		​	659,739		​	​	536,861		​	​	​	64,747		(8)	​​	2,556,339		​
Executive Vice President,	​	2016		​	613,924		​	637,226		​	655,955		​	​	333,578		​	​	​	55,863		​	​	2,296,546		​
Store Operations	​			​			​			​			​	​			​	​	​			​	​			​
​	​	​		​	​		​	​		​	​		​	​				​	​				​	​		​
Robert D. Ravener,	​	2017		​	558,365		​	711,960		​	706,865		​	​	476,167		​	​	​	58,040		(9)	​	2,511,397		​
Executive Vice President &	​	2016		​	538,841		​	637,226		​	655,955		​	​	293,012		​	​	​	50,734		​	​	2,175,768		​
Chief People Officer	​	2015		​	521,999		​	592,530		​	599,657		​	​	372,291		​	​	​	50,700		​	​	2,137,177		​
​	​	​		​	​		​	​		​	​		​	​				​	​				​	​		​
Rhonda M. Taylor,	​	2017		​	554,396		​	688,211		​	683,302		​	​	472,039		​	​	​	92,365		(10)	​​	2,490,313		​
Executive Vice President &	​	2016		​	539,371		​	637,226		​	655,955		​	​	293,300		​	​	​	95,609		​	​	2,221,461		​
General Counsel	​	2015		​	515,645		​	592,530		​	599,657		​	​	362,026		​	​	​	66,702		​	​	2,136,560		​
​	​	​		​	​		​	​		​	​		​	​				​	​				​	​		​

(1)

Mr. Vasos served as Executive Vice President, Division President and Chief Merchandising Officer until November 2013 when he was promoted to Chief Operating Officer then served in that positionfrom November 2013 until his promotion to CEO in June 2015. Mr. Dreiling served as Chairman and CEO until June 2015 and then as Chairman and Senior Advisor until his retirement on January 29, 2016. Mr. Garratt joined Dollar General in October 2014 and served as Senior Vice President, Finance and Strategy, until July 2015 when he assumed the role of interim Chief Financial Officer. HeOfficer in July 2015, and was promoted to Executive Vice President and Chief Financial Officer in December 2015. HeMr. Owen joined Dollar General in June 2015 but was not a named executive officer for 2014. Mr. Tehle served as Executive Vice President and Chief Financial Officer until his departure on June 30, 2015. Mr. Ravener and Ms. Taylor joined Dollar General in August 2008 and March 2000, respectively, but were not named executive officers for 2014 or 2013. Mr. Sparks served as Executive Vice President, Store Operations, until his departure on June 9, 2015.



(2)

Each named executive officer deferred under the CDP and contributed to our 401(k) Plan a portion of salary earned in each of the fiscal years for which salaries are reported above for the applicable named executive officer. The amounts of the fiscal 20152017 salary deferrals under the CDP are included in the Nonqualified Deferred Compensation Table.



(3)

The amounts reported represent the respective aggregate grant date fair value of PSUs and, for 2015, RSUs awarded in each fiscal year for which compensation is required to be reported in the table for each named executive officer, in each case computed in accordance with FASB ASC Topic 718. The PSUs are subject to performance conditions, and the reported value at the grant date is based upon the probable outcome of such conditions on such date. The values of the PSUs at the




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grant date assuming that the highest level of performance conditions will be achieved are as follows for each fiscal year required to be reported for each applicable named executive officer:

Fiscal Year	​	Mr. Vasos ($)				​	Mr. Dreiling ($)				​	Mr. Garratt ($)				​	Mr. Tehle ($)				​	Mr. Flanigan ($)				​	Mr. Ravener ($)				​	Ms. Taylor ($)				​	Mr. Sparks ($)				​
2015	​	​	1,212,033		​	​	​	N/A		​	​	​	270,561		​	​	​	888,794		​	​	​	888,794		​	​	​	888,794		​	​	​	888,794		​	​	​	888,794		​	​
2014	​	​	1,234,699		​	​	​	5,268,189		​	​	​	N/A		​	​	​	905,481		​	​	​	905,481		​	​	​	N/A		​	​	​	N/A		​	​	​	905,481		​	​
2013	​	​	623,987		​	​	​	3,431,879		​	​	​	N/A		​	​	​	623,987		​	​	​	623,987		​	​	​	N/A		​	​	​	N/A		​	​	​	623,987		​	​

Fiscal Year	​	Mr. Vasos ($)				​	Mr. Garratt ($)				​	Mr. Owen ($)				​	Mr. Ravener ($)				​	Ms. Taylor ($)				​
2017	​	​	8,543,092		​	​	​	1,993,388		​	​	​	1,993,388		​	​	​	2,135,879		​	​	​	2,064,633		​	​
2016	​	​	6,951,492		​	​	​	1,911,679		​	​	​	1,911,679		​	​	​	1,911,679		​	​	​	1,911,679		​	​
2015	​	​	1,212,033		​	​	​	270,561		​	​	​	N/A		​	​	​	888,794		​	​	​	888,794		​	​

Information regarding the assumptions made in the valuation of these awards is set forth in Note 109 of the annual consolidated financial statements in our 20152017 Form 10-K.

(4)

The amounts reported represent the respective aggregate grant date fair value of stock options awarded to the applicable named executive officer in the fiscal year indicated, computed in accordance with FASB ASC Topic 718. Information regarding assumptions made in the valuation of these awards is set forth in Note 109 of the annual consolidated financial statements in our 20152017 Form 10-K.



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(5)

Represents amounts earned pursuant to our Teamshare bonus program for each fiscal year reported. See the discussion of the "Short-Term Cash Incentive Plan" and "CEO Employment Transition Agreement" in "Compensation Discussion and Analysis" above. NoneMr. Vasos deferred 5% of the named executive officers deferred any portion of thehis fiscal 2017 Teamshare bonus paymentspayment reported above under the CDP. Messrs. Vasos and Garratt each deferred 5% of his fiscal 2016 Teamshare bonus payment reported above under the CDP. Mr. Vasos deferred 5% of his fiscal 2015 Teamshare bonus payment reported above under the CDP.



(6)

Includes $32,115$42,740 and $14,167,$13,631, respectively, for our match contributions to the CDP and the 401(k) Plan; $1,306$2,362 for premiums paid under our life insurance program; and $51,953$23,947 which represents the aggregate incremental cost of providing certain perquisites, including $21,470 for personal security services for a limited duration, $19,514$19,567 for financial and estate planning services $5,000 for the reimbursement of legal expenses incurred in connection with the negotiation of his employment agreement and other amounts for perquisites which individually did not equal or exceed the greater of $25,000 or 10% of total perquisites, including premiums paid under our group long-term disability program, costs associated with attendance by him and his guests at sportingentertainment events, premiums paid under our group long-term disability program, miscellaneous gifts, nominal incremental costs incurred for a guest to accompany him on business, and an administrative fee for coverage under our short-term disability program, as well as participation in a group umbrella liability insurance program offered at no incremental cost to Dollar General through a third party vendor at a group rate paid by the executive and coverage under our business travel accident insurance for which Dollar General pays a flat fee for the eligible employee population but incurs no incremental cost foras a result of the participation by the named executive officers in addition to certain other employees.officers.



(7)

Includes $268,303 for our contribution to the SERP$15,946 and $54,675 and $13,690,$13,896, respectively, for our match contributions to the CDP and the 401(k) Plan; $1,692$1,254 for premiums paid under our life insurance program; $143,456 for cash dividends accumulated on shares of unvested restricted stock that were ultimately forfeited with the shares of unvested restricted stock upon Mr. Dreiling's retirement; and $122,771$29,540 which represents the aggregate incremental cost of providing certain perquisites, including $79,539 for costs associated with personal airplane usage, $19,437$19,567 for costs associated with financial and estate planning services, $12,118 for a retirement gift, $8,417 for premiums paid under a personal portable long-term disability policy,$5,000 of directed charitable donations, and other amounts for perquisites which individually did not equal or exceed the greater of $25,000 or 10% of total perquisites, including premiums paid under our group long-term disability program, costs associated with attendance by him and his guests at sportingentertainment events, premiums paid under our group long-term disability program, an executive physical medical examination, miscellaneous gifts, and an administrative fee for coverage under our short-term disability program, as well as participation in a group umbrella liability insurance program which is offered at no incremental cost to Dollar General through a third party vendor at a group rate paid by the executive and coverage under our business travel accident insurance for which Dollar General pays a flat fee for the eligible employee population but incurs no incremental cost foras a result of the participation by the named executive officers in addition to certain other employees. The aggregate incremental cost related to the personal airplane usage was calculated using costs we would not have incurred but for the personal usage (including costs incurred as a result of "deadhead" legs of personal flights), including fuel costs, variable maintenance costs, crew expenses, landing, parking and other associated fees, supplies and catering costs.officers.



(8)

Includes $1,979$17,957 and $13,566, respectively, for our match contributions to the CDP and the 401(k) Plan; $7,080 for tax gross-ups related to relocation; $478$1,321 for premiums paid under our life insurance program; and $56,613$31,903 which represents the aggregate incremental cost of providing certain perquisites, including $53,672$19,567 for costs associated with relocationfinancial and estate planning services, $5,000 of directed charitable donations, and other amounts for perquisites which individually did not equal or exceed the greater of $25,000 or 10% of total perquisites, including premiums paid under our group long-term disability program, costs associated with attendance by him and his guests at sportingentertainment events, miscellaneous gifts and an administrative fee for coverage under our short-term disability program, as well as coverage under our business travel accident insurance for which Dollar General incurs no incremental cost for participation by the named executive officers in addition to certain other employees. The aggregate incremental cost related to relocation included expenses associated with physical movement of his household goods and costs incurred in connection with the sale of his former home (such as appraisals, inspections, pre-title expenses, title and deed costs, broker's commission, document preparation fees, recording fees and legal fees) and the purchase of his new home (including a one percent origination fee).




Table of Contents

(9)

Includes $5,270 and $10,289, respectively, for our match contributions to the CDP and the 401(k) Plan; $437 for premiums paid under our life insurance program; and $16,823 which represents the aggregate incremental cost of providing certain perquisites, including $8,115 for financial and estate planning services, $8,200 for a retirement gift and other amounts for perquisites which individually did not equal or exceed the greater of $25,000 or 10% of total perquisites, including premiums paid under our group long-term disability program, miscellaneous gifts, and an administrative fee for coverage under our short-term disability program, as well as participation in a group umbrella liability insurance program offered at no incremental cost to Dollar General through a third party vendor at a group rate paid by the executive and coverage under our business travel accident insurance for which Dollar General pays a flat fee for the eligible employee population but incurs no incremental cost foras a result of the participation by the named executive officers in addition to certain other employees.officers.



(10)(9)

Includes $54,982 for our contribution to the SERP$14,335 and $10,560 and $13,404,$13,579, respectively, for our match contributions to the CDP and the 401(k) Plan; $673$1,170 for premiums paid under our life insurance program; and $22,282$28,956 which represents the aggregate incremental cost of providing certain perquisites, including $19,514$19,567 for financial and estate planning services, $5,000 of directed charitable donations, and other amounts for perquisites which individually did not equal or exceed the greater of $25,000 or 10% of total perquisites, including premiums paid under our group long-term disability program, a directed donation to charity, costs associated with attendance by him and his guests at sportingentertainment events, miscellaneous gifts and an administrative fee for coverage under our short-term disability program, as well as participation in a group umbrella liability insurance program offered at no incremental cost to Dollar General through a third party vendor at a group rate paid by the executive and coverage under our business travel accident insurance for which Dollar General incurs no incremental cost for participation by the named executive officers in addition to certain other employees.



(11)

Includes $12,787 and $13,309, respectively, for our match contributions to the CDP and the 401(k) Plan; $737 for premiums paid under our life insurance program; and $23,867 which represents the aggregate incremental cost of providing certain perquisites, including $19,514 for financial and estate planning services and other amounts for perquisites which individually did not equal or exceed the greater of $25,000 or 10% of total perquisites, including premiums paid under our group long-term disability program, an executive physical costs associated with attendance by him and his guests at sporting events,medical examination, miscellaneous gifts, nominal incremental costs incurred for his spouse to accompany him on business, and an administrative fee for coverage under our short-term disability program, as well as participation in a group umbrella liability insurance program offered at no incremental cost to Dollar General through a third party vendor at a group rate paid by the executive and coverage under our business travel accident insurance for which Dollar General pays a flat fee for the eligible employee population but incurs no incremental cost foras a result of the participation by the named executive officers in addition to certain other employees.officers.



(12)(10)

Includes $52,521$63,486 for our contribution to the SERP and $13,453$14,159 and $13,558, respectively, for our match contributions to the CDP and the 401(k) Plan; and $728$1,162 for premiums paid under our life insurance program. Perquisites and personal benefits totaled less than $10,000 and accordingly are not included in the table.



(13)

Includes $1,088 and $10,724, respectively, for our match contributions to the CDP and the 401(k) Plan; $305 for premiums paid under our life insurance program; $811,863 earned or paid for fiscal 2015 in connection with his departure from

​

Dollar General    equal to the sum of: (i) $420,326 representing the earned portion of the salary continuation payments, (ii) $362,303 representing two times the average percentage of his target bonus paid or to be paid to employees at the same job grade level under the annual bonus program for officers for the two fiscal years immediately preceding fiscal 2015, (iii) $19,234 representing two times our annual contribution for his participation in our pharmacy, medical, dental and vision benefits programs and (iv) $10,000 for outplacement services. See "Potential Payments upon Termination or Change in Control" below. Perquisites and personal benefits totaled less than $10,000 and accordingly are not included in the table.



|    2018 Proxy Statement    ·    Executive Compensation    35
​

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Table of Contents


Grants of Plan-Based Awards in Fiscal 20152017


              The table below shows each named executive officer's fiscal 20152017 Teamshare bonus opportunity under "Estimated Possible Payouts Under Non-Equity Incentive Plan Awards." Actual bonus amounts earned by such officers under the fiscal 20152017 Teamshare program are shown in the Summary Compensation Table and, for those who received such payments, represent prorated payment on a graduated scale for financial performance between the target and maximum performance levels. See "Short-Term Cash Incentive Plan" in "Compensation Discussion and Analysis" for discussion of such Teamshare program.

              The table below also shows information regarding equity awards made to our named executive officers for fiscal 2015,2017, all of which were granted pursuant to our Amended and Restated 2007 Stock Incentive Plan. The awards listed under "Estimated PossibleFuture Payouts Under Equity Incentive Plan Awards" include the threshold, target, and maximum number of PSUs which could be earned by each applicable named executive officer based upon the level of achievement of fiscal 2015the applicable financial performance measures. The awards listed under "All Other Stock Awards" represent RSUs payable in shares of common stock on a one-for-one basis that vest over time, and the awards listed under "All Other Option Awards" include non-qualified stock options that vest over time in each case based upon the applicable named executive officer's continued employment by Dollar General. See "Long-Term Equity Incentive Program" and "CEO Employment Transition Agreement" in "Compensation Discussion and Analysis" above for further discussion of these awards. We have omitted from this table the column for "All Other Stock Awards" because it is inapplicable.

	​			​					​	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards										​	Estimated Possible Payouts Under Equity Incentive Plan Awards														​					​					​					​			​
	​			​																															​	All Other Stock Awards: Number of Shares of Stock or Units (#)				​	All Other Option Awards: Number of Securities Underlying Options (#)				​					​			​
	​			​																																									​	Exercise or Base Price of Option Awards ($/Sh)(1)				​	Grant Date Fair Value of Stock and Option Awards ($)(2)		​
Name	​	Grant Date		​	Date of Committee Action				​	Threshold ($)				​	Target ($)		​	Maximum ($)		​	Threshold (#)				​	Target (#)				​	Maximum (#)																						​
Mr. Vasos	​	—		​	​	—		​	​	​	437,965		​	​	875,930		​	2,627,790		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	—		​
	​	3/17/15		​	​	3/17/15		​	​	​	—		​	​	—		​	—		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	44,786		​	​	​	74.72		​	​	817,716		​
	​	3/17/15		​	​	3/17/15		​	​	​	—		​	​	—		​	—		​	​	—		​	​	​	—		​	​	​	—		​	​	​	5,407		​	​	​	—		​	​	​	—		​	​	404,011		​
	​	3/17/15		​	​	3/17/15		​	​	​	—		​	​	—		​	—		​	​	2,704		​	​	​	5,407		​	​	​	16,221		​	​	​	—		​	​	​	—		​	​	​	—		​	​	404,011		​
	​	6/3/15		​	​	5/27/15		​	​	​	—		​	​	—		​	—		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	256,682		​	​	​	76.00		​	​	5,114,569		​
​	​	​		​	​				​	​				​	​		​	​		​	​				​	​				​	​				​	​				​	​				​	​				​	​		​
Mr. Dreiling	​	—		​	​	—		​	​	​	889,357		​	​	1,778,715		​	5,336,144		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	—		​
	​	3/17/15		​	​	3/17/15		​	​	​	—		​	​	—		​	—		​	​	—		​	​	​	—		​	​	​	—		​	​	​	57,670		​	​	​	—		​	​	​	—		​	​	4,309,102		​
​	​	​		​	​				​	​				​	​		​	​		​	​				​	​				​	​				​	​				​	​				​	​				​	​		​
Mr. Garratt	​	—		​	​	—		​	​	​	91,216		​	​	182,433		​	547,298		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	—		​
	​	3/17/15		​	​	3/17/15		​	​	​	—		​	​	—		​	—		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	10,002		​	​	​	74.72		​	​	182,620		​
	​	3/17/15		​	​	3/17/15		​	​	​	—		​	​	—		​	—		​	​	—		​	​	​	—		​	​	​	—		​	​	​	1,207		​	​	​	—		​	​	​	—		​	​	90,187		​
	​	3/17/15		​	​	3/17/15		​	​	​	—		​	​	—		​	—		​	​	604		​	​	​	1,207		​	​	​	3,621		​	​	​	—		​	​	​	—		​	​	​	—		​	​	90,187		​
	​	12/2/15		​	​	12/1/15		​	​	​	—		​	​	—		​	—		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	7,829		​	​	​	65.35		​	​	121,075		​
​	​	​		​	​				​	​				​	​		​	​		​	​				​	​				​	​				​	​				​	​				​	​				​	​		​
Mr. Tehle	​	—		​	​	—		​	​	​	244,256		​	​	488,513		​	1,465,538		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	—		​
	​	3/17/15		​	​	3/17/15		​	​	​	—		​	​	—		​	—		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	32,843		​	​	​	74.72		​	​	599,657		​
	​	3/17/15		​	​	3/17/15		​	​	​	—		​	​	—		​	—		​	​	—		​	​	​	—		​	​	​	—		​	​	​	3,965		​	​	​	—		​	​	​	—		​	​	296,265		​
	​	3/17/15		​	​	3/17/15		​	​	​	—		​	​	—		​	—		​	​	1,983		​	​	​	3,965		​	​	​	11,895		​	​	​	—		​	​	​	—		​	​	​	—		​	​	296,265		​
​	​	​		​	​				​	​				​	​		​	​		​	​				​	​				​	​				​	​				​	​				​	​				​	​		​
Mr. Flanigan	​	—		​	​	—		​	​	​	155,874		​	​	311,747		​	935,241		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	—		​
	​	3/17/15		​	​	3/17/15		​	​	​	—		​	​	—		​	—		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	32,843		​	​	​	74.72		​	​	599,657		​
	​	3/17/15		​	​	3/17/15		​	​	​	—		​	​	—		​	—		​	​	—		​	​	​	—		​	​	​	—		​	​	​	3,965		​	​	​	—		​	​	​	—		​	​	296,265		​
	​	3/17/15		​	​	3/17/15		​	​	​	—		​	​	—		​	—		​	​	1,983		​	​	​	3,965		​	​	​	11,895		​	​	​	—		​	​	​	—		​	​	​	—		​	​	296,265		​
​	​	​		​	​				​	​				​	​		​	​		​	​				​	​				​	​				​	​				​	​				​	​				​	​		​
Mr. Ravener	​	—		​	​	—		​	​	​	170,457		​	​	340,915		​	1,022,744		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	—		​
	​	3/17/15		​	​	3/17/15		​	​	​	—		​	​	—		​	—		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	32,843		​	​	​	74.72		​	​	599,657		​
	​	3/17/15		​	​	3/17/15		​	​	​	—		​	​	—		​	—		​	​	—		​	​	​	—		​	​	​	—		​	​	​	3,965		​	​	​	—		​	​	​	—		​	​	296,265		​
	​	3/17/15		​	​	3/17/15		​	​	​	—		​	​	—		​	—		​	​	1,983		​	​	​	3,965		​	​	​	11,895		​	​	​	—		​	​	​	—		​	​	​	—		​	​	296,265		​
​	​	​		​	​				​	​				​	​		​	​		​	​				​	​				​	​				​	​				​	​				​	​				​	​		​
Ms. Taylor	​	—		​	​	—		​	​	​	165,757		​	​	331,514		​	994,543		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	—		​
	​	3/17/15		​	​	3/17/15		​	​	​	—		​	​	—		​	—		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	32,843		​	​	​	74.72		​	​	599,657		​
	​	3/17/15		​	​	3/17/15		​	​	​	—		​	​	—		​	—		​	​	—		​	​	​	—		​	​	​	—		​	​	​	3,965		​	​	​	—		​	​	​	—		​	​	296,265		​
	​	3/17/15		​	​	3/17/15		​	​	​	—		​	​	—		​	—		​	​	1,983		​	​	​	3,965		​	​	​	11,895		​	​	​	—		​	​	​	—		​	​	​	—		​	​	296,265		​
​	​	​		​	​				​	​				​	​		​	​		​	​				​	​				​	​				​	​				​	​				​	​				​	​		​
Mr. Sparks	​	—		​	​	—		​	​	​	213,532		​	​	427,064		​	1,281,193		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	—		​
	​	3/17/15		​	​	3/17/15		​	​	​	—		​	​	—		​	—		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	32,843		​	​	​	74.72		​	​	599,657		​
	​	3/17/15		​	​	3/17/15		​	​	​	—		​	​	—		​	—		​	​	—		​	​	​	—		​	​	​	—		​	​	​	3,965		​	​	​	—		​	​	​	—		​	​	296,265		​
	​	3/17/15		​	​	3/17/15		​	​	​	—		​	​	—		​	—		​	​	1,983		​	​	​	3,965		​	​	​	11,895		​	​	​	—		​	​	​	—		​	​	​	—		​	​	296,265		​

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	​			​	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards												​	Estimated Future Payouts Under Equity Incentive Plan Awards														​					​					​					​
	​																															​	All Other Option Awards: Number of Securities Underlying Options (#)				​					​					​
	​																																				​	Exercise or Base Price of Option Awards ($/Sh)(1)				​	Grant Date Fair Value of Stock and Option Awards ($)(2)				​
Name	​	Grant Date		​	Threshold ($)				​	Target ($)		​	Maximum ($)				​	Threshold (#)				​	Target (#)				​	Maximum (#)																			​
Mr. Vasos	​	—		​	​	849,750		​	​	1,699,500		​	​	5,098,500		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/22/17		​	​	—		​	​	—		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	161,512		​	​	​	70.68		​	​	​	2,827,461		​	​
	​	03/22/17		​	​	—		​	​	—		​	​	—		​	​	​	20,145		​	​	​	40,290		​	​	​	120,870		​	​	​	—		​	​	​	—		​	​	​	2,847,697		​	​
​	​	​		​	​				​	​		​	​				​	​				​	​				​	​				​	​				​	​				​	​				​
Mr. Garratt	​	—		​	​	230,213		​	​	460,425		​	​	1,381,275		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/22/17		​	​	—		​	​	—		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	37,686		​	​	​	70.68		​	​	​	659,739		​	​
	​	03/22/17		​	​	—		​	​	—		​	​	—		​	​	​	4,701		​	​	​	9,401		​	​	​	28,203		​	​	​	—		​	​	​	—		​	​	​	664,463		​	​
​	​	​		​	​				​	​		​	​				​	​				​	​				​	​				​	​				​	​				​	​				​
Mr. Owen	​	—		​	​	237,476		​	​	474,952		​	​	1,424,855		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/22/17		​	​	—		​	​	—		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	37,686		​	​	​	70.68		​	​	​	659,739		​	​
	​	03/22/17		​	​	—		​	​	—		​	​	—		​	​	​	4,701		​	​	​	9,401		​	​	​	28,203		​	​	​	—		​	​	​	—		​	​	​	664,463		​	​
​	​	​		​	​				​	​		​	​				​	​				​	​				​	​				​	​				​	​				​	​				​
Mr. Ravener	​	—		​	​	210,628		​	​	421,256		​	​	1,263,769		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/22/17		​	​	—		​	​	—		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	40,378		​	​	​	70.68		​	​	​	706,865		​	​
	​	03/22/17		​	​	—		​	​	—		​	​	—		​	​	​	5,037		​	​	​	10,073		​	​	​	30,219		​	​	​	—		​	​	​	—		​	​	​	711,960		​	​
​	​	​		​	​				​	​		​	​				​	​				​	​				​	​				​	​				​	​				​	​				​
Ms. Taylor	​	—		​	​	208,802		​	​	417,605		​	​	1,252,814		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/22/17		​	​	—		​	​	—		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	39,032		​	​	​	70.68		​	​	​	683,302		​	​
	​	03/22/17		​	​	—		​	​	—		​	​	—		​	​	​	4,869		​	​	​	9,737		​	​	​	29,211		​	​	​	—		​	​	​	—		​	​	​	688,211		​	​
​	​	​		​	​				​	​		​	​				​	​				​	​				​	​				​	​				​	​				​	​				​

(1)

The per share exercise price was calculated based on the closing market price of one share of our common stock on the date of grant as reported by the NYSE.



(2)

Represents the aggregate grant date fair value of each equity award, computed in accordance with FASB ASC Topic 718. For equity awards that are subject to performance conditions, the value at the grant date is based upon the probable outcome of such conditions. For information regarding the assumptions made in the valuation of these awards, see Note 109 of the annual consolidated financial statements included in our 20152017 Form 10-K.



​

36    Dollar General    |    2018 Proxy Statement    ·    Executive Compensation

---

Table of Contents


Outstanding Equity Awards at 20152017 Fiscal Year-End


              The table below sets forth information regarding awards granted under our Amended and Restated 2007 Stock Incentive Plan and held by our named executive officers as of the end of fiscal 2015. The $7.9975 exercise price in the table below reflects an adjustment made in connection with a special dividend paid to our shareholders in September 2009 to reflect the effects of such dividend on such options, as required by the terms of such options. In October 2009, we completed a reverse split of 1 share for each 1.75 shares of common stock outstanding. The exercise prices of, and number of shares outstanding under, our equity awards existing at the time of the reverse stock split were retroactively adjusted to reflect the reverse split and are reflected below.2017. We have omitted from this table all columnsthe column for "Equity Incentive Plan Awards"Awards: Number of Securities Underlying Unexercised Unearned Options" because it is inapplicable. All awards included in the table, to the extent they have not vested, are inapplicable.subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control." PSUs and RSUs reported in the table are payable in shares of our common stock on a one-for-one basis.

	​	Option Awards																			​	Stock Awards									​
Name	​	Number of Securities Underlying Unexercised Options (#) Exercisable				​	Number of Securities Underlying Unexercised Options (#) Unexercisable				​	Option Exercise Price ($)				​	Option Expiration Date				​	Number of Shares or Units of Stock That Have Not Vested (#)				​	Market Value of Shares or Units of Stock That Have Not Vested ($)				​
Mr. Vasos	​	​	28,080		(1)	​	​	9,360		(1)	​	​	45.25		​	​	​	03/20/2022		​	​	​	—		​	​	​	—		​	​
	​	​	13,746		(2)	​	​	13,746		(2)	​	​	48.11		​	​	​	03/18/2023		​	​	​	—		​	​	​	—		​	​
	​	​	1,440		(3)	​	​	1,440		(3)	​	​	56.48		​	​	​	12/03/2023		​	​	​	—		​	​	​	—		​	​
	​	​	9,483		(4)	​	​	28,443		(4)	​	​	57.91		​	​	​	03/18/2024		​	​	​	—		​	​	​	—		​	​
	​	​	—		​	​	​	44,786		(5)	​	​	74.72		​	​	​	03/17/2025		​	​	​	—		​	​	​	—		​	​
	​	​	—		​	​	​	256,682		(6)	​	​	76.00		​	​	​	06/03/2025		​	​	​	—		​	​	​	—		​	​
	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	854		(7)	​	​	64,101		(7)	​
	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	4,506		(8)	​	​	338,220		(8)	​
	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	3,766		(9)	​	​	282,676		(9)	​
	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	2,172		(10)	​	​	163,030		(10)	​
	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	4,714		(11)	​	​	353,833		(11)	​
	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	5,407		(12)	​	​	405,849		(12)	​​
​	​	​				​	​				​	​				​	​				​	​				​	​				​
Mr. Dreiling	​	​	—		​	​	​	57,056		(1)	​	​	45.25		​	​	​	03/20/2022		​	​	​	—		​	​	​	—		​	​
	​	​	—		​	​	​	37,801		(2)	​	​	48.11		​	​	​	03/18/2023		​	​	​	—		​	​	​	—		​	​
	​	​	—		​	​	​	40,454		(4)	​	​	57.91		​	​	​	03/18/2024		​	​	​	—		​	​	​	—		​	​
​	​	​				​	​				​	​				​	​				​	​				​	​				​
Mr. Garratt	​	​	1,260		(13)	​	​	3,771		(13)	​	​	66.69		​	​	​	12/03/2024		​	​	​	—		​	​	​	—		​	​
	​	​	—		​	​	​	10,002		(5)	​	​	74.72		​	​	​	03/17/2025		​	​	​	—		​	​	​	—		​	​
	​	​	—		​	​	​	7,829		(14)	​	​	65.35		​	​	​	12/02/2025		​	​	​	—		​	​	​	—		​	​
	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	840		(9)	​	​	63,050		(9)	​
	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	1,207		(12)	​	​	90,597		(12)	​​
​	​	​				​	​				​	​				​	​				​	​				​	​				​
Mr. Tehle	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
​	​	​				​	​				​	​				​	​				​	​				​	​				​
Mr. Flanigan	​	​	28,080		(1)	​	​	9,360		(1)	​	​	45.25		​	​	​	03/20/2022		​	​	​	—		​	​	​	—		​	​
	​	​	13,746		(2)	​	​	13,746		(2)	​	​	48.11		​	​	​	03/18/2023		​	​	​	—		​	​	​	—		​	​
	​	​	6,953		(4)	​	​	20,859		(4)	​	​	57.91		​	​	​	03/18/2024		​	​	​	—		​	​	​	—		​	​
	​	​	—		​	​	​	32,843		(5)	​	​	74.72		​	​	​	03/17/2025		​	​	​	—		​	​	​	—		​	​
	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	854		(7)	​	​	64,101		(7)	​
	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	3,304		(8)	​	​	247,998		(8)	​
	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	2,762		(9)	​	​	207,316		(9)	​
	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	2,172		(10)	​	​	163,030		(10)	​
	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	3,456		(11)	​	​	259,407		(11)	​
	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	3,965		(12)	​	​	297,613		(12)	​​
​	​	​				​	​				​	​				​	​				​	​				​	​				​
Mr. Ravener	​	​	3,094		(15)	​	​	—		​	​	​	7.9975		​	​	​	08/28/2018		​	​	​	—		​	​	​	—		​	​
	​	​	18,094		(16)	​	​	—		​	​	​	7.9975		​	​	​	12/19/2018		​	​	​	—		​	​	​	—		​	​
	​	​	49,019		(17)	​	​	—		​	​	​	25.25		​	​	​	03/24/2020		​	​	​	—		​	​	​	—		​	​
	​	​	28,080		(1)	​	​	9,360		(1)	​	​	45.25		​	​	​	03/20/2022		​	​	​	—		​	​	​	—		​	​
	​	​	13,746		(2)	​	​	13,746		(2)	​	​	48.11		​	​	​	03/18/2023		​	​	​	—		​	​	​	—		​	​
	​	​	6,953		(4)	​	​	20,859		(4)	​	​	57.91		​	​	​	03/18/2024		​	​	​	—		​	​	​	—		​	​
	​	​	—		​	​	​	32,843		(5)	​	​	74.72		​	​	​	03/17/2025		​	​	​	—		​	​	​	—		​	​
	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	854		(7)	​	​	64,101		(7)	​
	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	3,304		(8)	​	​	247,998		(8)	​
	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	2,762		(9)	​	​	207,316		(9)	​
	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	2,172		(10)	​	​	163,030		(10)	​
	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	3,456		(11)	​	​	259,407		(11)	​
	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	3,965		(12)	​	​	297,613		(12)	​​
​	​	​				​	​				​	​				​	​				​	​				​	​				​




Table of Contents

	​	Option Awards																			​	Stock Awards									​
Name	​	Number of Securities Underlying Unexercised Options (#) Exercisable				​	Number of Securities Underlying Unexercised Options (#) Unexercisable				​	Option Exercise Price ($)				​	Option Expiration Date				​	Number of Shares or Units of Stock That Have Not Vested (#)				​	Market Value of Shares or Units of Stock That Have Not Vested ($)				​
Ms. Taylor	​	​	10,284		(18)	​	​	—		​	​	​	25.25		​	​	​	03/24/2020		​	​	​	—		​	​	​	—		​	​
	​	​	3,547		(1)	​	​	1,182		(1)	​	​	45.25		​	​	​	03/20/2022		​	​	​	—		​	​	​	—		​	​
	​	​	1,501		(2)	​	​	1,498		(2)	​	​	48.11		​	​	​	03/18/2023		​	​	​	—		​	​	​	—		​	​
	​	​	3,454		(19)	​	​	3,454		(19)	​	​	54.48		​	​	​	05/28/2023		​	​	​	—		​	​	​	—		​	​
	​	​	2,119		(4)	​	​	6,351		(4)	​	​	57.91		​	​	​	03/18/2024		​	​	​	—		​	​	​	—		​	​
	​	​	—		​	​	​	32,843		(5)	​	​	74.72		​	​	​	03/17/2025		​	​	​	—		​	​	​	—		​	​
	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	93		(7)	​	​	6,981		(7)	​
	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	1,006		(8)	​	​	75,510		(8)	​
	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	2,762		(9)	​	​	207,316		(9)	​
	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	237		(10)	​	​	17,789		(10)	​
	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	1,052		(11)	​	​	78,963		(11)	​
	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	3,965		(12)	​	​	297,613		(12)	​​
​	​	​				​	​				​	​				​	​				​	​				​	​				​
Mr. Sparks	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​

---

	​			​	Option Awards																	​	Stock Awards																			​
Name	​	Grant Date		​	Number of Securities Underlying Unexercised Options (#) Exercisable				​	Number of Securities Underlying Unexercised Options (#) Unexercisable				​	Option Exercise Price ($)				​	Option Expiration Date		​	Number of Shares or Units of Stock That Have Not Vested (#)				​	Market Value of Shares or Units of Stock That Have Not Vested ($)(11)				​	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)				​	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(11)				​
Mr. Vasos	​	03/20/12		​	​	37,440		(1)	​	​	—		​	​	​	45.25		​	​	03/20/2022		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/18/13		​	​	27,492		(1)	​	​	—		​	​	​	48.11		​	​	03/18/2023		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	12/03/13		​	​	2,880		(1)	​	​	—		​	​	​	56.48		​	​	12/03/2023		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/18/14		​	​	28,445		(1)	​	​	9,481		(1)	​	​	57.91		​	​	03/18/2024		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/17/15		​	​	22,394		(2)	​	​	22,392		(2)	​	​	74.72		​	​	03/17/2025		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	06/03/15		​	​	—		​	​	​	256,682		(3)	​	​	76.00		​	​	06/03/2025		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/16/16		​	​	29,902		(2)	​	​	89,697		(2)	​	​	84.67		​	​	03/16/2026		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/16/16		​	​	—		​	​	​	85,759		(3)	​	​	84.67		​	​	03/16/2026		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/22/17		​	​	—		​	​	​	161,512		(2)	​	​	70.68		​	​	03/22/2027		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/17/15		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	1,883		(4)	​	​	187,246		​	​	​	—		​	​	​	—		​	​
	​	03/16/16		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	16,238		(5)	​	​	1,614,707		​	​	​	—		​	​	​	—		​	​
	​	03/22/17		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	35,496		(6)	​	​	3,529,722		​	​	​	40,290		(7)	​	​	4,006,438		​	​
	​	03/17/15		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	1,802		(8)	​	​	179,191		​	​	​	—		​	​	​	—		​	​
​	​	​		​	​				​	​				​	​				​	​		​	​				​	​				​	​				​	​				​
Mr. Garratt	​	12/03/14		​	​	3,774		(1)	​	​	1,257		(1)	​	​	66.69		​	​	12/03/2024		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/17/15		​	​	5,002		(2)	​	​	5,000		(2)	​	​	74.72		​	​	03/17/2025		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	12/02/15		​	​	3,915		(1)	​	​	3,914		(1)	​	​	65.35		​	​	12/02/2025		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/16/16		​	​	8,224		(2)	​	​	24,666		(2)	​	​	84.67		​	​	03/16/2026		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/22/17		​	​	—		​	​	​	37,686		(2)	​	​	70.68		​	​	03/22/2027		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/17/15		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	420		(4)	​	​	41,765		​	​	​	—		​	​	​	—		​	​
	​	03/16/16		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	4,464		(5)	​	​	443,900		​	​	​	—		​	​	​	—		​	​
	​	03/22/17		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	8,285		(6)	​	​	823,860		​	​	​	9,396		(7)	​	​	934,338		​	​
	​	03/17/15		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	402		(8)	​	​	39,975		​	​	​	—		​	​	​	—		​	​
​	​	​		​	​				​	​				​	​				​	​		​	​				​	​				​	​				​	​				​
Mr. Owen	​	08/25/15		​	​	17,853		(1)	​	​	17,850		(1)	​	​	73.73		​	​	08/25/2025		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/16/16		​	​	8,224		(2)	​	​	24,666		(2)	​	​	84.67		​	​	03/16/2026		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/22/17		​	​	—		​	​	​	37,686		(2)	​	​	70.68		​	​	03/22/2027		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/16/16		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	4,464		(5)	​	​	443,900		​	​	​	—		​	​	​	—		​	​
	​	03/22/17		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	8,285		(6)	​	​	823,860		​	​	​	9,396		(7)	​	​	934,338		​	​
​	​	​		​	​				​	​				​	​				​	​		​	​				​	​				​	​				​	​				​
Mr. Ravener	​	03/24/10		​	​	22,175		(9)	​	​	—		​	​	​	25.25		​	​	03/24/2020		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/20/12		​	​	37,440		(1)	​	​	—		​	​	​	45.25		​	​	03/20/2022		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/18/13		​	​	27,492		(1)	​	​	—		​	​	​	48.11		​	​	03/18/2023		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/18/14		​	​	20,859		(1)	​	​	6,953		(1)	​	​	57.91		​	​	03/18/2024		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/17/15		​	​	16,423		(2)	​	​	16,420		(2)	​	​	74.72		​	​	03/17/2025		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/16/16		​	​	8,224		(2)	​	​	24,666		(2)	​	​	84.67		​	​	03/16/2026		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/22/17		​	​	—		​	​	​	40,378		(2)	​	​	70.68		​	​	03/22/2027		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/17/15		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	1,381		(4)	​	​	137,327		​	​	​	—		​	​	​	—		​	​
	​	03/16/16		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	4,464		(5)	​	​	443,900		​	​	​	—		​	​	​	—		​	​
	​	03/22/17		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	8,877		(6)	​	​	882,729		​	​	​	10,068		(7)	​	​	1,001,162		​	​
	​	03/17/15		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	1,321		(8)	​	​	131,360		​	​	​	—		​	​	​	—		​	​
​	​	​		​	​				​	​				​	​				​	​		​	​				​	​				​	​				​	​				​
Ms. Taylor	​	03/24/10		​	​	2,726		(10)	​	​	—		​	​	​	25.25		​	​	03/24/2020		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/20/12		​	​	4,729		(1)	​	​	—		​	​	​	45.25		​	​	03/20/2022		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/18/13		​	​	2,999		(1)	​	​	—		​	​	​	48.11		​	​	03/18/2023		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	05/28/13		​	​	6,908		(1)	​	​	—		​	​	​	54.48		​	​	05/28/2023		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/18/14		​	​	6,353		(1)	​	​	2,117		(1)	​	​	57.91		​	​	03/18/2024		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/17/15		​	​	16,423		(2)	​	​	16,420		(2)	​	​	74.72		​	​	03/17/2025		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/16/16		​	​	8,224		(2)	​	​	24,666		(2)	​	​	84.67		​	​	03/16/2026		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/22/17		​	​	—		​	​	​	39,032		(2)	​	​	70.68		​	​	03/22/2027		​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
	​	03/17/15		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	1,381		(4)	​	​	137,327		​	​	​	—		​	​	​	—		​	​
	​	03/16/16		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	4,464		(5)	​	​	443,900		​	​	​	—		​	​	​	—		​	​
	​	03/22/17		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	8,581		(6)	​	​	853,295		​	​	​	9,732		(7)	​	​	967,750		​	​
	​	03/17/15		​	​	—		​	​	​	—		​	​	​	—		​	​	—		​	​	1,321		(8)	​	​	131,360		​	​	​	—		​	​	​	—		​	​
​	​	​		​	​				​	​				​	​				​	​		​	​				​	​				​	​				​	​				​

(1)

These options are partPart of a grant of time-based options grant with a vesting schedule of 25% per year on each of the first four anniversaries of March 20, 2012, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below.the grant date.



(2)

These options are partPart of a grant of time-based options grant with a vesting schedule of 25% per year on each of the first four anniversaries of March 18, 2013, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below.the April 1 following the grant date.



(3)

These options are partPart of a grant of time-based options with a vesting schedule of 25% per year on each of the first four anniversaries of December 3, 2013, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below.



(4)

These options are part of a grant of time-based options with a vesting schedule of 25% per year on each of the first four anniversaries of March 18, 2014, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below.



(5)

These options are part of a grant of time-based options with a vesting schedule of 25% per year on April 1 of 2016, 2017, 2018 and 2019, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below.



(6)

These options are part of a grant of time-based options with a vesting schedule of 33¹/3% per year on each of the third, fourth, and fifth anniversaries of June 3, 2015, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below.the grant date.



(7)(4)

RepresentsPart of PSUs to be paid in an equal number of shares of our common stock, earned as a result of our performance versus certainfiscal 2015 adjusted EBITDA and adjusted ROIC targets for fiscal 2013 andperformance; scheduled to vest on April 1, 2018.

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(5)

Part of PSUs earned as a result of our fiscal 2016 adjusted EBITDA and adjusted ROIC performance; scheduled to vest 50% per year on April 1, 2018 and April 1, 2019.



(6)

Part of a PSU grant, 61% of which were earned as a result of our fiscal 2017 adjusted EBITDA performance and are scheduled to vest 33¹/3% per year on each of the first three anniversaries of the April 1 following the grant date and 39% of which were earned as a result of our fiscal 2017 adjusted ROIC performance and are scheduled to vest on April 1, 2018.



(7)

Part of a PSU grant that is scheduled to vest 50% on each of April 1, 2019 and April 1, 2020 if certain adjusted ROIC performance goals are achieved for specified performance periods. The number of PSUs reported in this column assumes achievement of the maximum level of adjusted ROIC performance for each of the performance periods. The actual number of PSUs earned, if any, will be determined based on the actual level of adjusted ROIC performance achieved for each specified performance period.



(8)

Part of an RSU grant with a vesting schedule of 33¹/3% per year on each of the first three anniversaries of the April 1 following the grant date.



(9)

These options vested in increments of 6,516 shares on January 31, 2014, 13,422 shares on March 18, 2016, subject to certain accelerated vesting provisions as described24, 2014; and 2,237 shares on January 30, 2015.



(10)

These options vested in "Potential Payments upon Termination or Change in Control" below. The market value was computedincrements of 156 shares on March 24, 2012 and 1,285 shares on each of March 24, 2013 and March 24, 2014.



(11)

Computed by multiplying the number of suchshares or units by the closing market price of one share of our common stock on January 29, 2016.



(8)

Represents PSUs, to be paid in an equal number of shares of our common stock, earnedFebruary 2, 2018 as a result of our performance versus certain adjusted EBITDA and ROIC targets for fiscal 2014 and scheduled to vest 50% per year on March 18, 2016 and March 18, 2017, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below. The market value was computed by multiplying the number of such unitsreported by the closing market price of one share of our common stock on January 29, 2016.



(9)

Represents PSUs, to be paid in an equal number of shares of our common stock, earned as a result of our performance versus certain adjusted EBITDA and ROIC targets for fiscal 2015 and scheduled to vest 50% per year on April 1, 2017 and April 1, 2018, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below. The market value was computed by multiplying the number of units by the closing market price of one share of our common stock on January 29, 2016.



(10)

Represents RSUs, to be paid in an equal number of shares of our common stock, which are scheduled to vest on March 18, 2016, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below. The market value was computed by multiplying the number of such units by the closing market price of one share of our common stock on January 29, 2016.



(11)

Represents RSUs, to be paid in an equal number of shares of our common stock, which are scheduled to vest 50% per year on March 18, 2016 and March 18, 2017, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below. The market value was computed by multiplying the number of such units by the closing market price of one share of our common stock on January 29, 2016.




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(12)

Represents RSUs, to be paid in an equal number of shares of our common stock, which are scheduled to vest in three equal installments on April 1, 2016, April 1, 2017 and April 1, 2018, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below. The market value was computed by multiplying the number of such units by the closing market price of one share of our common stock on January 29, 2016.



(13)

These options are part of a grant of time-based options with a vesting schedule of 25% per year on each of the first four anniversaries of December 3, 2014, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below.



(14)

These options are part of a grant of time-based options with a vesting schedule of 25% per year on each of the first four anniversaries of December 2, 2015, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below.



(15)

These options vested on August 25, 2013.



(16)

These options vested in increments of 208 shares on April 3, 2013; 1,029 shares on April 22, 2013; 4,680 shares on July 11, 2013; 11,428 shares on August 25, 2013; and 749 shares on December 11, 2013.



(17)

These options vested in increments of 6,516 shares on February 1, 2013; 13,422 shares on each of March 24, 2013, January 31, 2014 and March 24, 2014; and 2,237 shares on January 30, 2015.



(18)

These options vested in increments of 1,072 shares on January 28, 2011; 1,286 shares on each of March 24, 2011, February 3, 2012 and March 24, 2012; 1,285 shares on each of February 1, 2013, March 24, 2013, January 31, 2014 and March 24, 2014; and 214 shares on January 30, 2015.



(19)

These options are part of a grant of time-based options with a vesting schedule of 25% per year on each of the first four anniversaries of May 28, 2013, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below.NYSE.


Option Exercises and Stock Vested During Fiscal 20152017


	​	Option Awards									​	Stock Awards									​
Name	​	Number of Shares Acquired on Exercise (#)(1)				​	Value Realized on Exercise ($)(2)				​	Number of Shares Acquired on Vesting (#)(3)				​	Value Realized on Vesting ($)(4)				​
Mr. Vasos	​	​	—		​	​	​	—		​	​	​	9,414		​	​	​	709,937		​	​
Mr. Dreiling	​	​	398,880		​	​	​	13,206,896		​	​	​	296,797		​	​	​	21,638,854		​	​
Mr. Garratt	​	​	—		​	​	​	—		​	​	​	421		​	​	​	31,600		​	​
Mr. Tehle	​	​	48,779		​	​	​	1,399,187		​	​	​	6,902		​	​	​	521,179		​	​
Mr. Flanigan	​	​	28,449		​	​	​	1,437,362		​	​	​	8,283		​	​	​	624,837		​	​
Mr. Ravener	​	​	—		​	​	​	—		​	​	​	8,283		​	​	​	624,837		​	​
Ms. Taylor	​	​	—		​	​	​	—		​	​	​	2,509		​	​	​	188,803		​	​
Mr. Sparks	​	​	48,779		​	​	​	1,426,209		​	​	​	6,902		​	​	​	521,179		​	​

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	​	Option Awards									​	Stock Awards									​
Name	​	Number of Shares Acquired on Exercise (#)(1)				​	Value Realized on Exercise ($)(2)				​	Number of Shares Acquired on Vesting (#)(3)				​	Value Realized on Vesting ($)(4)				​
Mr. Vasos	​	​	—		​	​	​	—		​	​	​	8,295		​	​	​	590,396		​	​
Mr. Garratt	​	​	—		​	​	​	—		​	​	​	822		​	​	​	57,318		​	​
Mr. Owen	​	​	—		​	​	​	—		​	​	​	—		​	​	​	—		​	​
Mr. Ravener	​	​	48,032		​	​	​	3,331,107		​	​	​	6,082		​	​	​	432,886		​	​
Ms. Taylor	​	​	5,200		​	​	​	296,036		​	​	​	3,731		​	​	​	262,838		​	​

(1)

Represents the gross number of option shares exercised, without deduction for shares that may have been surrendered or withheld to satisfy the exercise price or applicable tax withholding obligations.



(2)

Value realized is calculated by multiplying the gross number of options exercised by the difference between the market price of our common stock onat exercise as reported by the date of exerciseNYSE and the exercise price.



(3)

Represents the gross number of shares acquired upon vesting of PSUs and RSUs, without deduction for shares that may have been withheld to satisfy applicable tax withholding obligations. For Mr. Dreiling, the reported amounts include shares underlying RSUs that vested on January 29, 2016 but are subject to delayed payment, including 57,670 RSUs scheduled to be paid 50% on March 17, 2016 and 50% on March 17, 2017, and 22,005 RSUs scheduled to be paid on July 30, 2016, in each case subject to certain accelerated payment provisions.



(4)

Value realized is calculated by multiplying the gross number of shares vested by the closing market price of our common stock on the vesting date. As discussed in more detail in footnote 3, for Mr. Dreiling,date as reported by the reported value realized includes the value associated with shares underlying RSUs that vested on January 29, 2016 but are subject to delayed payment.NYSE.




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Pension Benefits
Fiscal 20152017


              We have omitted the Pension Benefits table because it is inapplicable.

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Nonqualified Deferred Compensation
Fiscal 20152017


              Information regarding each named executive officer's participation in our CDP/SERP Plan is included in the following table. The material terms of the CDP/SERP Plan are described after the table. Please also see "Benefits and Perquisites" in "Compensation Discussion and Analysis" above. We have omitted from this table the column pertaining to "Aggregate Withdrawals/Distributions" during the fiscal year because it is inapplicable.

Name	​	Executive Contributions in Last FY ($)(1)				​	Registrant Contributions in Last FY ($)(2)				​	Aggregate Earnings in Last FY ($)(3)				​	Aggregate Withdrawals/ Distributions ($)(4)				​	Aggregate Balance at Last FYE ($)(5)				​
Mr. Vasos	​	​	46,330		​	​	​	32,115		​	​	​	(10,963		)	​	​	—		​	​	​	533,614		​	​
Mr. Dreiling	​	​	62,387		​	​	​	322,977		​	​	​	18,456		​	​	​	—		​	​	​	2,880,653		​	​
Mr. Garratt	​	​	2,083		​	​	​	—		​	​	​	25		​	​	​	—		​	​	​	2,108		​	​
Mr. Tehle	​	​	15,479		​	​	​	5,270		​	​	​	(135,029		)	​	​	(1,980,227		)	​	​	0		​	​
Mr. Flanigan	​	​	21,869		​	​	​	65,541		​	​	​	(13,666		)	​	​	—		​	​	​	618,838		​	​
Mr. Ravener	​	​	26,100		​	​	​	12,787		​	​	​	(10,107		)	​	​	—		​	​	​	333,425		​	​
Ms. Taylor	​	​	2,188		​	​	​	52,521		​	​	​	(6,662		)	​	​	—		​	​	​	208,177		​	​
Mr. Sparks	​	​	11,678		​	​	​	1,088		​	​	​	10		​	​	​	(116,204		)	​	​	0		​	​

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Name	​	Executive Contributions in Last FY ($)(1)				​	Registrant Contributions in Last FY ($)(2)				​	Aggregate Earnings in Last FY ($)(3)				​	Aggregate Balance at Last FYE ($)(4)				​
Mr. Vasos	​	​	102,148		​	​	​	42,740		​	​	​	104,448		​	​	​	1,027,962		​	​
Mr. Garratt	​	​	43,762		​	​	​	15,946		​	​	​	12,659		​	​	​	114,833		​	​
Mr. Owen	​	​	31,526		​	​	​	17,957		​	​	​	13,969		​	​	​	117,250		​	​
Mr. Ravener	​	​	27,918		​	​	​	14,335		​	​	​	90,533		​	​	​	555,737		​	​
Ms. Taylor	​	​	27,720		​	​	​	77,645		​	​	​	60,876		​	​	​	511,747		​	​

(1)

All ofOf the reported amounts, for each named executive officerthe following amounts are reported in the Summary Compensation Table as "Salary" for 2015.2017: Mr. Vasos ($56,377); Mr. Garratt ($29,863); Mr. Owen ($31,526); Mr. Ravener ($27,918); and Ms. Taylor ($27,720).



(2)

Reported as "All Other Compensation" in the Summary Compensation Table.



(3)

The amounts shown are not reported in the Summary Compensation Table because they do not represent above-market or preferential earnings.



(4)

Each distribution was made following Messrs. Tehle's and Sparks's respective service termination pursuant to prior elections made under the CDP/SERP Plan.



(5)

Of the amounts reported, the following were previously reported as compensation to the named executive officer for years prior to 20152017 in a Summary Compensation Table: Mr. Vasos ($374,751)641,465); Mr. DreilingGarratt ($2,183,084)53,834); Mr. TehleOwen ($1,475,241); Mr. Flanigan ($149,969)48,073); Mr. Ravener ($31,747)70,634); each of Mr. Garratt and Ms. Taylor ($0); and Mr. Sparks ($102,228)162,822).

              Pursuant to the CDP, each named executive officer may annually elect to defer up to 65% of his or her base salary if his or her compensation exceeds the limit set forth in Section 401(a)(17) of the Internal Revenue Code, and up to 100% of his or her bonus pay if his or her compensation equals or exceeds the highly compensated limit under Section 414(q)(1)(B) of the Internal Revenue Code. We currently match base pay deferrals at a rate of 100%, up to 5% of annual salary, with annual salary offset by the amount of match-eligible salary under the 401(k) Plan. All named executive officers are 100% vested in all compensation and matching deferrals and earnings on those deferrals.

              Pursuant to the SERP, we make an annual contribution equal to a certain percentage of a participant's annual salary and bonus to alleligible participants who are actively employed in an eligible job grade on January 1 and continue to be employed as of December 31 of a given year. Persons hired after May 27, 2008, including Messrs. Vasos, Garratt, Ravener and Sparks, are not eligible to participate in the SERP. The contribution percentage is based on age, years of service, and job grade. Persons hired after May 27, 2008 are not eligible to participate in the SERP. The fiscal 20152017 contribution percentage was 9.5% for Mr. Dreiling and 7.5% for each of Mr. FlaniganMs. Taylor, and Ms. Taylor. Mr. Tehle was not eligible for a fiscal 2015 SERP contribution because he was not employed as of December 31, 2015. All applicable named executive officers areshe is 100% vested in their respectiveher SERP amounts.




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              The amounts deferred or contributed to the CDP/SERP Plan are credited to a liability account, which is then invested at the participant's option in an account that mirrors the performance of a fund or funds selected by the Compensation Committee or its delegate. Beginning on August 2, 2008, theseThese funds are identical to the funds offered in our 401(k) Plan.

              AFor a participant who ceases employment with at least 10 years of service or after reaching age 50 and whose CDP account balance or SERP account balance exceeds $25,000 may elect for thatcertain dollar thresholds, the account balance towill be paid in cash by (a) lump sum, (b) monthly installments over a 5, 10 or 15-year period or (c) a combination of lump sum and installments.installments, pursuant to the participant's election. Otherwise, payment is made in a lump sum. The vested amount will be payable at the time designated

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by the CDP/SERP Plan upon the participant's termination of employment. A participant's CDP/SERP benefit normally is payable in the following February if employment ceases during the first 6 months of a calendar year or is payable in the following August if employment ceases during the last 6 months of a calendar year. However, participants may elect to receive an in-service lump sum distribution of vested amounts credited to the CDP account, provided that the date of distribution is no sooner than 5 years after the end of the year in which the amounts were deferred. In addition, a participant who is actively employed may request an "unforeseeable emergency hardship" in-service lump sum distribution of vested amounts credited to the participant's CDP account. Account balances are payable in cash.

              As a result of our change in control which occurred in 2007, the CDP/SERP Plan liabilities through July 6, 2007 were fully funded into an irrevocable rabbi trust. We also funded into the rabbi trust deferrals into the CDP/SERP Plan between July 6, 2007 and October 15, 2007. All CDP/SERP Plan liabilities incurred on or after October 15, 2007 are unfunded.


Potential Payments upon Termination or Change in Control


              Our agreements with our named executive officers and certain plans and programs in which our named executive officers participate, in each case as in effect at the end of our 20152017 fiscal year, provide for benefits or payments upon certain employment termination or change in control events. These benefits and payments are discussed below except to the extent a benefit or payment is available generally to all salaried employees and does not discriminate in favor of our executive officers or to the extent already discussed under "Nonqualified Deferred Compensation Fiscal 2015"2017" above. Because each of Messrs. Dreiling's, Tehle's and Sparks's employment ended on or before the end of our 2015 fiscal year, we discuss below only the payments each has received or will receive in connection therewith.

Payments to Mr. Dreiling

              Mr. Dreiling retired on January 29, 2016. Pursuant to the terms of his employment transition agreement with us, effective March 10, 2015, Mr. Dreiling was entitled to receive a fiscal 2015 Teamshare bonus payment to the extent earned as a result of the achievement of the fiscal 2015 financial performance goal and payable at the same time as payments are made to other Teamshare participants as discussed in "Compensation Discussion and Analysis" and reflected in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table.

              Mr. Dreiling's outstanding stock options, 2013 PSUs and 2014 PSUs (defined below), and RSUs (other than the Transition RSU Award) were treated as described below under "Payments Upon Termination Due to Retirement."

              The Transition RSU Award fully vested on January 29, 2016 and is scheduled to be paid as to 50% of the award on each of the first two anniversaries of the March 17, 2015 grant date, subject to reduction, cancellation, forfeiture or recoupment, in whole or in part, upon various events specified in the award agreement, including the breach of any of the business protection provisions set forth in his employment transition agreement. Such RSUs are subject to accelerated payment in the event of death




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or disability (in which event payment will be made within 90 days following such event) or a change in control (in which event the payment will be made upon the change in control), in each case prior to an originally scheduled payment date. Disability and change in control are defined in the equity award agreement.

              Finally, upon his retirement Mr. Dreiling forfeited the unvested portion of the performance-based restricted stock awarded to him in 2012.

              Mr. Dreiling is subject to various business protection provisions substantially as described for the other named executive officers below under "Payments Upon Voluntary Termination—Voluntary Termination with Good Reason or After Failure to Renew the Employment Agreement."

Payments to Mr. Tehle

              Mr. Tehle's service termination date was June 30, 2015, and his departure was treated as a voluntary termination without good reason under all applicable plans and agreements. His outstanding equity awards were treated as described below under "Payments Upon Voluntary Termination—Voluntary Termination without Good Reason."

Payments to Mr. Sparks

              Mr. Sparks' service termination date was June 9, 2015. He received or will receive severance payments and benefits, and his outstanding equity awards were treated, as described under "Payments Upon Involuntary Termination—Involuntary Termination without Cause."

Payments Upon Termination Due to Death or Disability

              Pre-2012 Equity Awards.    Mr. Ravener and Ms. Taylor have options outstanding that were granted prior to 2012. All such options are fully vested and generally may be exercised for a period of one year from termination of employment due to death or disability (as defined in the applicable award agreement) unless such options have expired earlier.

              Post-2011 Equity Awards.    If a named executive officer's employment with us terminates due to death or disability (as defined in the applicable award agreement):

•

Stock Options. Any outstanding unvested stock option shall become immediately vested and exercisable with respect to 100% of the shares subject to the option immediately prior to such event, and such vested options may be exercised until the first anniversary of the employment termination date but no later than the 10^th anniversary of the grant date.



•

Performance Share Units. The following discusses outstanding PSUs were awarded in fiscal 20132015 ("20132015 PSUs"), fiscal 20142016 ("20142016 PSUs"), and except for Mr. Dreiling, fiscal 20152017 ("20152017 PSUs") to each named executive who was employed by us at the time of the applicable award. Except as described below, unearned or unvested PSUs from such awards shall be forfeited and cancelled on the date of the termination of employment or the last day of the performance period, as applicable.



ü

If such termination had occurred before January 29, 2016 for the 2015 PSUs, a pro-rated portion (based on months employed during the one year performance period) of one-third of the 2015 PSUs earned based on performance during the entire performance period would have become vested and nonforfeitable (unless previously vested or forfeited) as of January 29, 2016 and would have been paid on April 1, 2016. If such termination had occurred on or after January 29, 2016 for the 2015 PSUs and before April 1, 2016 the participant would have received the one-third of the 2015 PSUs earned that are described above, without proration.



ü

. If such termination occurs after March 18, 2014 for the 2013 PSUs, March 18, 2015 for the 2014 PSUs or April 1, 2016 for the 2015 PSUs or after April 1, 2017 for the 2016 PSUs, any remaining earned




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but unvested PSUs from such awards shall become vested and nonforfeitable as of the date of such event and shall be paid within 30 days thereafter. Otherwise,



ü
2017 PSUs. If such termination occurs before February 2, 2018 for the portion of the 2017 PSUs subject to the one-year Adjusted EBITDA goal (the "2017 Adjusted EBITDA PSUs"), a pro-rata portion (based on months employed during the one-year performance period) of one-third of the 2017 Adjusted EBITDA PSUs earned based on performance during the entire performance period shall
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become vested and nonforfeitable (unless previously vested or forfeited), and shall be paid, on April 1, 2018. If such termination occurs on or after February 2, 2018, any earned but unvested 2017 Adjusted EBITDA PSUs from such awards shall be forfeitedbecome vested and cancelled onnonforfeitable as of the date of the termination (unless previously vested or forfeited) but shall be paid at the same time as if no termination had occurred. The portion of employment.the 2017 PSUs subject to the Adjusted ROIC goals (the "2017 Adjusted ROIC PSUs") are allocated to three performance periods of varying lengths: one year, two years, and three years (each an "ROIC performance period"). For the 2017 Adjusted ROIC PSUs allocated to each ROIC performance period, a pro-rata portion (based on months employed during the applicable performance period) of the 2017 Adjusted ROIC PSUs earned based on performance during the entire applicable ROIC performance period shall become vested and nonforfeitable (unless previously vested or forfeited) as of the last day of the applicable vesting period and shall be paid at the same time as if no termination had occurred (i.e., on the April 1 immediately following the end of the applicable ROIC performance period). If such termination occurs on or after the end of the applicable ROIC performance period, any remaining earned but unvested 2017 Adjusted ROIC PSUs attributable to such ROIC performance period shall become vested and nonforfeitable as of the date of the termination but shall be paid at the same time as if no termination had occurred.

•

Restricted Stock Units. Any outstanding RSUs will become fully vested and nonforfeitable upon such death or disability and will be paid within 30 days (for RSUs granted prior to 2015) or 90 days (for RSUs granted in 2015) following the date of death or disability. No RSUs were granted to named executive officers in 2016 or 2017.

              Other Payments.    In the event of death, a named executive officer's beneficiary will receive payments under our group life insurance program in an amount, up to a maximum of $3$4 million, equal to 2.5 times such officer's annual base salary. In addition, in the event of disability (as defined in the governing document), a named executive officer would receive 60% of covered monthly earnings up to a $20,000 per monthmonthly benefit under our long-term disability insurance program. In the event of death or disability (as defined in the CDP/SERP Plan), a named executive officer's CDP/SERP Plan benefit will become fully vested (to the extent not already vested) and will be payable in a lump sum within 60 days after the end of the calendar quarter in which such termination event occurs, provided that we may delay payment in the event of disability until as soon as reasonably practicable after receipt of the disability determination by the Social Security Administration. Additionally, in the event of death on or after the last day of a fiscal year, a named executive officer will receive payment for his or her incentive bonus earned for that fiscal year under the terms of our Teamshare program (which otherwise generally requires that a participant remain employed on the payment date to be entitled to any incentive bonus earned for that fiscal year).

Payments Upon Termination Due to Retirement

              Except as provided immediately below with respect to stock options, PSUs and RSUs awarded after 2011, retirement (as defined in the applicable governing document) is not treated differently from any other voluntary termination without good reason (as defined underin the relevant agreements, and as discussed below under "Payments Upon Voluntary Termination") under any of our plans or agreements for named executive officers.

              In the event a named executive officer retires:

•

Stock Options. The portion of the stock options granted after 2011 that would have become vested and exercisable within the one yearone-year period following the retirement date if such officer had remained employed with us shall remain outstanding for a period of one year following the retirement date and shall become vested and exercisable on the

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anniversary of the grant date that falls within the one year period following the retirement date (but only to the extent such portion has not otherwise terminated or become exercisable). However, if during such one yearone-year period a change in control occurs or the officer dies or incurs a disability or, for options granted prior to 2016, a change in control occurs, such portion shall instead become immediately vested and exercisable (but only to the extent such portion has not otherwise terminated). upon such death, disability or change in control. Otherwise, any option which is unvested and unexercisable on the termination date shall immediately expire without payment. The officer may exercise the option to the extent vested and exercisable any time prior to the fifth anniversary of the retirement date, but no later than the 10^th anniversary of the grant date.



•

Performance Share Units.



ü

ForExcept as described below, any unearned or unvested PSUs from the 2015, 2016, and 2017 PSU awards shall be forfeited and cancelled on the retirement date.



ü

2015 PSUs ifand 2016 PSUs. If such retirement had occurred before January 29, 2016, or on oroccurs after January 29, 2016 andApril 2, 2017 but before April 1, 2018 for the 2016 the vesting and paymentPSUs, an additional one-third of earned PSUs from such award would have been identical tobecome vested and nonforfeitable and would be paid on the vesting and payment of PSUs in the death and disability scenarios discussed aboveretirement date. If such retirement occurs after April 2, 2017 but before April 1, 2018 for the 2015 PSUs, during these time periods.




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ü

If such retirement had occurred after March 19, 2015 but before March 18, 2016 for the 2014 PSUs or occurs after April 2, 20162018 but before April 1, 20172019 for the 20152016 PSUs, an additional one-third of earned PSUs from such awards would become vested and nonforfeitable and would be paid on the retirement date.



ü

2017 PSUs. If such retirement occurs after March 19, 2015 but before March 18, 2016 for the 2013 PSUs, after March 19, 2016 but before March 18, 2017 for the 2014 PSUs, and after AprilFebruary 2, 2017 but before April 1, 2018 for the 20152017 Adjusted EBITDA PSUs, an additionala pro-rata portion (based on months employed during the one-year performance period) of one-third of the 2017 Adjusted EBITDA PSUs earned PSUs from such awards wouldbased on performance during the entire performance period shall become vested and nonforfeitable (unless previously vested or forfeited), and wouldshall be paid, on April 1, 2018. If such retirement occurs on or after February 2, 2018 but before the next April 1 vesting date, one-third of the earned PSUs that would have become vested on the next vesting date shall become vested and nonforfeitable as of such retirement date. Otherwise, any earned(unless previously vested or forfeited) but unvestedshall be paid at the same time as if no termination had occurred. For the 2017 Adjusted ROIC PSUs, the vesting and payment of PSUs from such awards shall be forfeitedaward is identical to the vesting and cancelled onpayment of PSUs in the death and disability scenarios discussed above for the 2018 Adjusted ROIC PSUs during these respective time periods.



ü

See "Payments After a Change in Control" for a discussion of treatment of the 2017 PSUs if a named executive officer terminates employment due to retirement date.within two years following a change in control.



•

Restricted Stock Units. The one-third of the outstanding RSUs that would have become vested and nonforfeitable on the next immediately following vesting date if such officer had remained employed through such date will become vested and nonforfeitable upon such retirement (provided that if the retirement occurs on a vesting date no accelerated vesting will occur, but rather the officer shall be entitled only to the portion of the RSUs that were scheduled to vest on such vesting date) and will be paid six months and one day following the retirement date.

Payments Upon Voluntary Termination

              The payments to be made to a named executive officer upon voluntary termination vary depending upon whether the resignation occurs with or without "good reason" (as defined in the applicable agreement)each

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named executive officer's employment agreement or award agreement, as applicable) or after our failure to offer to renew, extend or replace the applicable employment agreement under certain circumstances.

              Voluntary Termination with Good Reason or After Failure to Renew the Employment Agreement.    If a named executive officer resigns with good reason (as defined in the applicable equity award agreement), he or she will forfeit all then unvested equity awards and generally may exercise any vested options up to 90 days following the resignation date, but in no event later than the 10^th anniversary of the grant date. ToSolely with respect to the extentspecial stock option awards granted to Mr. Vasos exercises prior to June 3, 2020 any of the options awarded on June 3, 2015 heand March 16, 2016, Mr. Vasos will be required to hold any net shares acquired upon exercise for a period of time ending on the exercise until June 3, 2020.fifth anniversary of the applicable grant date. If a named executive officer resigns under the circumstances described in (2) below, his or her equity will be treated as described under "Voluntary Termination without Good Reason" below. See "Payments After a Change in Control" for a discussion of treatment of equity awards if a named executive officer resigns with good reason within two years following a change in control.

              If a named executive officer resigns (1) with good reason (as defined in the applicable employment agreement) after giving 30 days (90 days in the case of Mr. Vasos) written notice within 30 days after the event purported to give rise to the claim for good reason and opportunity for us to cure any such claimed event within 30 days after receiving such notice, or (2) within 60 days (90 days in the case of Mr. Vasos) of our failure to offer to renew, extend or replace his or her employment agreement before, at or within 6 months (one year in the case of Mr. Vasos) after the end of the agreement's term (unless we enter into a mutually acceptable severance arrangement or the resignation is a result of the named executive officer's retirement or termination other than for good reason), then in each case the named executive officer will receive the following benefits generally on or beginning on the 60^th day after termination of employment but contingent upon the execution and effectiveness of a release of certain claims against us and our affiliates in the form attached to the employment agreement:




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•

Continuation of base salary, generally as in effect immediately before the termination, for 24 months payable in accordance with our normal payroll cycle and procedures. With the exception of Mr. Vasos, the amount of any payment or entitlement to payment of the base salary continuation shall be forfeited or, if paid, subject to recovery if and to the extent any base salary is earned as a result of subsequent employment during the 24 months after the termination date.



•

A lump sum payment of two times the amount of the average percentage of the named executive officer's target bonus paid or to be paid to employees at the same job grade level as the named executive officer (if any) under the annual bonus program for officers for the two fiscal years immediately preceding the fiscal year in which the termination date occurs (for Mr. Vasos, such lump sum payment instead will equal two times his annual target bonus in respect of the fiscal year in which his termination occurs). Mr. Vasos also will receive a lump sum payment, payable when annual bonuses are paid to our other senior executives, of a pro-rata portion of the annual bonus, if any, that he would have been entitled to receive for the fiscal year of termination, if such termination had not occurred, based on our performance for the fiscal year in which his employment terminates, multiplied by a fraction, the numerator of which is the number of days during which he was employed by us in the fiscal year and the denominator of which is 365.



•

A lump sum payment of two times our annual contribution that would have been made in respect of the plan year in which such termination occurs for the named executive officer's participation in our pharmacy, medical, dental, and vision benefits programs.



•

Reasonable outplacement services for one year or, if earlier, until subsequent employment.

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              Note that any amounts owed to a named executive officer in the form of salary continuation that would otherwise have been paid during the 60 day60-day period after employment termination will instead be payable in a single lump sum on the 60^th day after such termination date and the remainder will be paid in the form of salary continuation payments over the remaining 24 month24-month period as set forth above.

              However, in certain cases, some or all of the payments and benefits provided on termination of employment may be delayed for six months following termination to comply with the requirements of Section 409A of the Internal Revenue Code. Any payment required to be delayed would be paid at the end of the six-month period in a lump sum, and any payments due after the six-month period would be paid at the normal payment date provided for under the applicable employment agreement.

              The named executive officer will forfeit any unpaid severance amounts, and we retain any other rights we have available under law or equity, upon a material breach of any continuing obligation under the applicable employment agreement or the release, which include the following business protection provisions:

•

The named executive officer must maintain the confidentiality of, and refrain from disclosing or using, our (a) trade secrets for any period of time as the information remains a trade secret under applicable law and (b) confidential information for a period of two years following the employment termination date.



•

For a period of two years after the employment termination date, the named executive officer may not accept or work in a "competitive position" within any state in which we maintain stores at the time of his or her termination date or any state in which we have specific plans to open stores within six months of that date. For this purpose, "competitive position" means any employment, consulting, advisory, directorship, agency, promotional or independent contractor arrangement between the named executive officer and any person engaged wholly or in material part in the business in which we are engaged (including, but




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not limited to, those entities identified in the applicable employment agreement), or any person then planning to enter the discount consumable basics retail business, if the named executive officer is required to perform services which are substantially similar to those he or she provided or directed at any time while employed by us.





•

For a period of two years after the employment termination date, the named executive officer may not actively recruit or induce any of our exempt employees to cease employment with us.



•

For a period of two years after the employment termination date, the named executive officer may not solicit or communicate with any person or entity who has a business relationship with us and with whom the named executive officer had contact while employed by us, if it would likely interfere with our business relationships or result in an unfair competitive advantage over us.

              Voluntary Termination without Good Reason.    If a named executive officer resigns without good reason, he or she will forfeit all then unvested equity awards andas well as all vested but unexercised options that were granted prior to 2012. The named executive officer generally may exercise any vested options that were granted after 2011 up to 90 days following the resignation date, but in any event prior tono later than the 10^th anniversary of the grant date. ToSolely with respect to the extentspecial stock option awards granted to Mr. Vasos exercises prior to June 3, 2020 any of the options awarded on June 3, 2015 heand March 16, 2016, Mr. Vasos will be required to hold any net shares acquired upon exercise for a period of time ending on the exercise until June 3, 2020.fifth anniversary of the applicable grant date.

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Payments Upon Involuntary Termination

              The payments to be made to a named executive officer upon involuntary termination vary depending upon whether termination is with or without "cause" (as defined in each named executive officer's employment agreement or equity award agreement, as applicable).

              Involuntary Termination forwith Cause.    Upon an involuntary termination forwith cause, a named executive officer will forfeit all unvested equity grants, all vested but unpaid PSUs and all vested but unexercised options.

              Involuntary Termination without Cause.    Upon an involuntary termination without cause, a named executive officer:

•

Will forfeit all then unvested equity awards.



•

Generally may exercise any vested options up to 90 days following the termination date, but in any event prior tono later than the 10^th anniversary of the grant date. ToSolely with respect to the extentspecial stock option awards granted to Mr. Vasos exercises prior to June 3, 2020 any of the options awarded on June 3, 2015 heand March 16, 2016, Mr. Vasos will be required to hold any net shares acquired upon exercise for a period of time ending on the exercise until June 3, 2020.fifth anniversary of the applicable grant date.



•

Will receive the same severance payments and benefits on the same terms and conditions (except for the notice and cure provisions) as described under "Voluntary Termination with Good Reason or After Failure to Renew the Employment Agreement" above.

              See "Payments After a Change in Control" for a discussion of treatment of equity awards if a named executive officer is involuntarily terminated without cause within two years following a change in control.

Payments After a Change in Control

              Upon a change in control (as defined under the applicable governing document), regardless of whether the named executive officer's employment terminates:

•

All options awarded prior to 2016 will vest and become immediately exercisable as to 100% of the shares subject to such options immediately prior to the change in control.



•

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change in control, all unvested PSUs that have not previously been forfeited will immediately be deemed earned at the target level and, for PSUs awarded prior to 2016, shall vest, become nonforfeitable and be paid upon the change in control.





•

If the change in control occurs after completion of the applicable performance period, and the named executive officer has remained continuously employed until the change in control, all previously earned but unvested PSUs awarded prior to 2016 that have not previously been forfeited will immediately vest, become nonforfeitable, and be paid upon the change in control.



•

All outstanding RSUs will become vested and nonforfeitable and will be paid upon the change in control.

              A named executive officer will have one year from the termination date (but no later than the 10^th anniversary of the grant date) in which to exercise vested options that were granted after 2011 but prior to 2016 if he or she resigns or is involuntarily terminated within two years following the change in control under any scenario other than retirement or involuntary termination with cause, in which respective cases, he or she will have five years from the retirement date (but no later than the

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10^th anniversary of the grant date) to exercise such vested options and will forfeit any vested but unexercised options held at the time of the termination with cause.

              Upon the named executive officer's "qualifying termination," which includes involuntary termination without cause (as defined in the applicable equity award agreement) or resignation with good reason as defined in the applicable equity award agreement (unless cause to terminate exists), as well as voluntary resignation due to retirement as defined in the applicable equity award agreement (unless cause to terminate exists) in the case of 2017 PSUs, in each case within two years following a change in control (provided that the officer was continuously employed by us until the change in control) and in the case of 2017 PSUs if the termination of employment also constitutes a "separation from service" within the meaning of Section 409A of the Internal Revenue Code, (1) all of his or her options awarded after 2015 will immediately vest and become fully vested (toexercisable as to 100% of the shares subject to such options on the termination date (but only to the extent such options have not already vested).

otherwise terminated) and the officer may exercise any vested options up to three years following the termination date, but no later than the 10^th anniversary of the grant date; and (2) all of his or her previously earned, or deemed earned, but unvested PSUs awarded after 2015 that have not been previously forfeited will immediately vest, become nonforfeitable, and be paid on the termination date subject, in the case of the 2017 PSUs, to a six-month delay if applicable, to comply with Section 409A of the Internal Revenue Code. To qualify as a resignation with good reason for this purpose, the officer must have provided written notice of the existence of the circumstances providing grounds for resignation with good reason within 30 days of the initial existence of such grounds and must have given Dollar General at least 30 days from receipt of such notice to cure such condition. In addition, the resignation must have become effective no later than one year after the initial existence of the condition constituting good reason.

              UponExcept as otherwise described above with respect to equity awards, upon an involuntary termination without cause or a resignation forwith good reason following the change in control, a named executive officer will receive the same severance payments and benefits as described above under "Voluntary Termination with Good Reason or After Failure to Renew the Employment Agreement." However, a named executive officer will have one year from the termination date in which to exercise vested options that were granted after 2011 if he or she resigns or is involuntarily terminated within two years of the change in control under any scenario other than retirement or involuntary termination with cause (in which respective cases, he or she will have five years from the retirement date to exercise vested options and will forfeit any vested but unexercised options held at the time of the termination with cause).

              In the event of a change in control as defined in Section 280G of the Internal Revenue Code, each named executive officer's employment agreement provides for capped payments (taking into consideration all payments and benefits covered by Section 280G of the Internal Revenue Code) of $1 less than the amount that would trigger the "golden parachute" excise tax under federal income tax rules (the "excise tax") unless he or she signs a release and the after-tax benefit would be at least $50,000 more than it would be without the payments being capped. In such case, such officer's payments and benefits would not be capped and such officer would be responsible for the payment of the excise tax. We would not pay any additional amount to cover the excise tax.

              Except for Messrs. Dreiling and Sparks, for whom a separate The table is provided below reflects the uncapped amounts, subject to reflect actual payments based upon their respective termination scenarios, and Mr. Tehle, who is not includedreduction in the table because he received no such payments as a result of his service termination, thecircumstances described in this paragraph.

              The following table reflects potential payments to each named executive officer in various termination and change in control scenarios based on compensation, benefit, and equity levels in effect on, and assuming the scenario was effective as of, January 29, 2016.February 2, 2018. For stock valuations, we have used the closing price of our stock on the NYSE on January 29, 2016February 2, 2018 ($75.06)99.44). The tablestable below reportreports only amounts that are increased, accelerated or otherwise paid or owed as a result of the applicable scenario and, as a result, exclude earned but unpaid base salary through the employment termination date and equity awards and CDP/SERP Plan benefits that had vested prior to the event. For more information regarding the CDP/SERP Plan benefits, see "Nonqualified Deferred Compensation Fiscal 2015"2017" above. The tablestable also excludeexcludes any amounts that are available generally to all salaried employees and do not discriminate in favor of our executive officers. Other than with respect to Messrs. Dreiling and Sparks, theThe amounts shown are merely estimates. We cannot determine actual amounts to be paid until a termination or change in control scenario occurs.



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Potential Payments to Named Executive Officers Upon Occurrence of
Various Termination Events or Change in Control as of January 29, 2016February 2, 2018


Name/Item	​	Death ($)		​	Disability ($)		​	Retirement ($)(1)				​	Voluntary Without Good Reason ($)				​	Involuntary Without Cause or Voluntary With Good Reason ($)				​	Involuntary With Cause ($)				​	Change in Control ($)		​
Mr. Vasos	​			​			​	​			​	​	​			​	​	​			​	​	​			​	​			​
Equity Vesting Due to Event	​	2,476,593		​	2,476,593		​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	2,910,140		​
Cash Severance	​	956,548		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	4,956,548		​	​	​	n/a		​	​	4,956,548		​
Health Payment	​	n/a		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	10,623		​	​	​	n/a		​	​	10,623		​
Outplacement(2)	​	n/a		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	8,500		​	​	​	n/a		​	​	8,500		​
Life Insurance Proceeds	​	2,500,000		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	n/a		​
Total	​	5,933,141		​	2,476,593		​	​	n/a		​	​	​	n/a		​	​	​	4,975,671		​	​	​	n/a		​	​	7,885,811		​
																														​
Mr. Garratt	​			​			​	​			​	​	​			​	​	​			​	​	​			​	​			​
Equity Vesting Due to Event	​	233,181		​	233,181		​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	292,178		​
Cash Severance	​	199,223		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	1,275,716		​	​	​	n/a		​	​	1,275,716		​
Health Payment	​	n/a		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	20,822		​	​	​	n/a		​	​	20,822		​
Outplacement(2)	​	n/a		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	8,500		​	​	​	n/a		​	​	8,500		​
Life Insurance Proceeds	​	1,250,000		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	n/a		​
Total	​	1,682,404		​	233,181		​	​	n/a		​	​	​	n/a		​	​	​	1,305,038		​	​	​	n/a		​	​	1,597,217		​
																														​
Mr. Flanigan	​			​			​	​			​	​	​			​	​	​			​	​	​			​	​			​
Equity Vesting Due to Event	​	2,030,184		​	2,030,184		​	​	1,270,082		​	​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	2,348,138		​
Cash Severance	​	340,439		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	1,223,695		​	​	​	n/a		​	​	1,223,695		​
Health Payment	​	n/a		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	10,623		​	​	​	n/a		​	​	10,623		​
Outplacement(2)	​	n/a		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	8,500		​	​	​	n/a		​	​	8,500		​
Life Insurance Proceeds	​	1,200,000		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	n/a		​
Total	​	3,570,623		​	2,030,184		​	​	1,270,082		​	​	​	n/a		​	​	​	1,242,818		​	​	​	n/a		​	​	3,590,956		​
																														​
Mr. Ravener	​			​			​	​			​	​	​			​	​	​			​	​	​			​	​			​
Equity Vesting Due to Event	​	2,030,184		​	2,030,184		​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	2,348,138		​
Cash Severance	​	372,291		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	1,338,186		​	​	​	n/a		​	​	1,338,186		​
Health Payment	​	n/a		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	20,102		​	​	​	n/a		​	​	20,102		​
Outplacement(2)	​	n/a		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	8,500		​	​	​	n/a		​	​	8,500		​
Life Insurance Proceeds	​	1,312,000		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	n/a		​
Total	​	3,714,475		​	2,030,184		​	​	n/a		​	​	​	n/a		​	​	​	1,366,788		​	​	​	n/a		​	​	3,714,925		​
																														​
Ms. Taylor	​			​			​	​			​	​	​			​	​	​			​	​	​			​	​			​
Equity Vesting Due to Event	​	809,535		​	809,535		​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	1,041,245		​
Cash Severance	​	362,026		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	1,339,502		​	​	​	n/a		​	​	1,339,502		​
Health Payment	​	n/a		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	19,705		​	​	​	n/a		​	​	19,705		​
Outplacement(2)	​	n/a		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	8,500		​	​	​	n/a		​	​	8,500		​
Life Insurance Proceeds	​	1,313,000		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	n/a		​
Total	​	2,484,561		​	809,535		​	​	n/a		​	​	​	n/a		​	​	​	1,367,707		​	​	​	n/a		​	​	2,408,953		​
																														​

	​	Name/Item	​	Death ($)		​	Disability ($)		​	Retirement ($)(3)				​	Voluntary Without Good Reason ($)				​	Involuntary Without Cause or Voluntary With Good Reason ($)				​	Involuntary With Cause ($)				​	Change in Control Without Qualifying Termination ($)				​	Change in Control With Qualifying Termination ($)				​
	​	Mr. Vasos	​			​			​	​			​	​	​			​	​	​			​	​	​			​	​	​			​	​	​			​	​
	​	Equity Vesting Due to Event(1)	​	21,380,737		​	21,380,737		​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	​	7,330,339		​	​	​	19,409,040		​	​
	​	Cash Severance	​	1,921,028		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	7,586,028		​	​	​	n/a		​	​	​	—		​	​	​	7,586,028		​	​
	​	Health Payment	​	n/a		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	11,528		​	​	​	n/a		​	​	​	—		​	​	​	11,528		​	​
	​	Outplacement(2)	​	n/a		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	8,500		​	​	​	n/a		​	​	​	—		​	​	​	8,500		​	​
	​	Life Insurance Proceeds	​	2,833,000		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	​	—		​	​	​	n/a		​	​
	​	Total	​	26,134,765		​	21,380,737		​	​	n/a		​	​	​	n/a		​	​	​	7,606,056		​	​	​	n/a		​	​	​	7,330,339		​	​	​	27,015,096		​	​
	​																																						​
	​	Mr. Garratt	​			​			​	​			​	​	​			​	​	​			​	​	​			​	​	​			​	​	​			​	​
	​	Equity Vesting Due to Event(1)	​	3,485,169		​	3,485,169		​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	​	379,935		​	​	​	3,025,160		​	​
	​	Cash Severance	​	520,441		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	2,113,763		​	​	​	n/a		​	​	​	—		​	​	​	2,113,763		​	​
	​	Health Payment	​	n/a		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	20,369		​	​	​	n/a		​	​	​	—		​	​	​	20,369		​	​
	​	Outplacement(2)	​	n/a		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	8,500		​	​	​	n/a		​	​	​	—		​	​	​	8,500		​	​
	​	Life Insurance Proceeds	​	1,535,000		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	​	—		​	​	​	n/a		​	​
	​	Total	​	5,540,610		​	3,485,169		​	​	n/a		​	​	​	n/a		​	​	​	2,142,632		​	​	​	n/a		​	​	​	379,935		​	​	​	5,167,792		​	​
	​																																						​
	​	Mr. Owen	​			​			​	​			​	​	​			​	​	​			​	​	​			​	​	​			​	​	​			​	​
	​	Equity Vesting Due to Event(1)	​	3,564,158		​	3,564,158		​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	​	458,924		​	​	​	3,104,148		​	​
	​	Cash Severance	​	536,861		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	2,180,454		​	​	​	n/a		​	​	​	—		​	​	​	2,180,454		​	​
	​	Health Payment	​	n/a		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	20,369		​	​	​	n/a		​	​	​	—		​	​	​	20,369		​	​
	​	Outplacement(2)	​	n/a		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	8,500		​	​	​	n/a		​	​	​	—		​	​	​	8,500		​	​
	​	Life Insurance Proceeds	​	1,584,000		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	​	—		​	​	​	n/a		​	​
	​	Total	​	5,685,019		​	3,564,158		​	​	n/a		​	​	​	n/a		​	​	​	2,209,323		​	​	​	n/a		​	​	​	458,924		​	​	​	5,313,471		​	​
	​																																						​
	​	Mr. Ravener	​			​			​	​			​	​	​			​	​	​			​	​	​			​	​	​			​	​	​			​	​
	​	Equity Vesting Due to Event(1)	​	4,232,715		​	4,232,715		​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	​	963,347		​	​	​	3,739,791		​	​
	​	Cash Severance	​	476,167		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	1,933,944		​	​	​	n/a		​	​	​	—		​	​	​	1,933,944		​	​
	​	Health Payment	​	n/a		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	12,448		​	​	​	n/a		​	​	​	—		​	​	​	12,448		​	​
	​	Outplacement(2)	​	n/a		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	8,500		​	​	​	n/a		​	​	​	—		​	​	​	8,500		​	​
	​	Life Insurance Proceeds	​	1,405,000		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	​	—		​	​	​	n/a		​	​
	​	Total	​	6,113,882		​	4,232,715		​	​	n/a		​	​	​	n/a		​	​	​	1,954,892		​	​	​	n/a		​	​	​	963,347		​	​	​	5,694,683		​	​
	​																																						​
	​	Ms. Taylor	​			​			​	​			​	​	​			​	​	​			​	​	​			​	​	​			​	​	​			​	​
	​	Equity Vesting Due to Event(1)	​	3,949,809		​	3,949,809		​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	​	762,508		​	​	​	3,473,392		​	​
	​	Cash Severance	​	472,039		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	1,917,179		​	​	​	n/a		​	​	​	—		​	​	​	1,917,179		​	​
	​	Health Payment	​	n/a		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	19,944		​	​	​	n/a		​	​	​	—		​	​	​	19,944		​	​
	​	Outplacement(2)	​	n/a		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	8,500		​	​	​	n/a		​	​	​	—		​	​	​	8,500		​	​
	​	Life Insurance Proceeds	​	1,393,000		​	n/a		​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	​	n/a		​	​	​	—		​	​	​	n/a		​	​
	​	Total	​	5,814,848		​	3,949,809		​	​	n/a		​	​	​	n/a		​	​	​	1,945,623		​	​	​	n/a		​	​	​	762,508		​	​	​	5,419,016		​	​
	​																																						​
	​	(1)     For the portion of the 2017 PSUs that are subject to performance for periods ending after February 2, 2018, the value included          in the Death and Disability columns assumes a maximum payout of 300%, prorated for a death or disability termination          scenario occurring on February 2, 2018.																																					​
	​	(2)     Estimated based on information provided by our outplacement services provider.																																					​
	​	(3)     None of the named executive officers were eligible for retirement on February 2, 2018.																																					​

(1)

Mr. Flanigan was the only named executive officer other than Mr. Dreiling who was eligible for retirement on January 29, 2016.



(2)

Estimated based on information provided by our outplacement services provider.



​

Dollar General    |    2018 Proxy Statement    ·    Executive Compensation     47

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Table of Contents


Actual Payments to Messrs. Dreiling and Sparks


Mr. Dreiling(1)	​	Payments in Connection with Retirement				​
Equity Vesting Due to Event	​	​	$	10,467,726	​	​
Fiscal 2015 Teamshare Payout	​	​	$	1,942,422	​	​
Cash Severance	​	​	n/a		​	​
Health Continuation	​	​	n/a		​	​
Outplacement	​	​	n/a		​	​
Life Insurance Proceeds	​	​	n/a		​	​
Total	​	​	$	12,410,148	​	​




Mr. Sparks(2)	​	Payments in Connection with Involuntary Termination Without Cause				​
Equity Vesting Due to Event	​	​	n/a		​	​
Cash Severance	​	​	$	1,676,348	​	​
Health Payment	​	​	$	19,234	​	​
Outplacement	​	​	$	10,000	​	​
Life Insurance Proceeds	​	​	n/a		​	​
Total	​	​	$	1,705,582	​	​

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(1)

See "Payments to Mr. Dreiling" above.



(2)

See "Payments to Mr. Sparks" above.


Compensation Committee Interlocks and Insider Participation


              Each of Messrs. Bryant and Rhodes and Ms. Fili-Krushel was a member of our Compensation Committee during 2015.2017. None of these persons (1) was at any time during 20152017 an officer or employee of Dollar General or any of our subsidiaries; (2) was at any time prior to 20152017 an officer of Dollar General or any of our subsidiaries; or (3) had any relationship requiring disclosure under the section of this document entitled "Transactions with Management and Others." Also, none of our executive officers serves, or in the past fiscal year has served, as a director of, or as a member of the compensation committee (or other board committee performing equivalent functions) of, any entity that has one or more of its executive officers serving as a director of Dollar General or as a member of our Compensation Committee.


Compensation Risk Considerations


              In December 2015,March 2018, our Compensation Committee, with input from its compensation consultant and management, reviewed our compensation policies and practices for all employees, including executive officers, to assess the risks that may arise from our compensation programs. The assessment included a review of our compensation programs for certain design features which could potentially encourage excessive risk-taking or otherwise generate risk to Dollar General. As a result of that assessment, the Compensation Committee concluded, after considering the degree to which identified risk-aggravating factors were offset by risk-mitigating factors, that the net risks created by our overall compensation programpolicies and practices were not reasonably likely to have a material adverse effect on Dollar General.


Pay Ratio Disclosure


              As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer (our "CEO"). This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below.

              We determined that the 2017 annual total compensation of the median compensated employee (who is a part-time store associate) of our temporary, part-time, and full-time employee base who were employed as of February 2, 2018, other than our CEO, was $13,387; our CEO's 2017 annual total compensation was $8,806,409; and the ratio of these amounts is 1:658.

              As of February 2, 2018, our total population consisted of 123,227 compensated employees. Of those employees, 69 were located in non-U.S. jurisdictions. Pursuant to SEC rules, we excluded all 69 non-U.S. employees from the following countries: Hong Kong (17); China (50); Mexico (1); and Turkey (1). After applying this exemption, the employee population used for purposes of identifying the median employee consisted of 123,158 temporary, part-time, and full-time employees located solely in the United States.

              To identify the median compensated employee, we used W-2 Box 5 Medicare wages for the period from February 4, 2017 through February 2, 2018, with such amounts annualized for those permanent employees who did not work for the full year.

              The Compensation Committee rolled forward this assessment in March 2016SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee's annual total compensation allow companies to consider any changesadopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation program since December 2015practices and reached the same conclusion as it reachedmay utilize different methodologies, exclusions, estimates, and assumptions in December 2015.calculating their own pay ratios.



​

48    Dollar General    |    2018 Proxy Statement    ·    Executive Compensation

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Table of Contents

SECURITY OWNERSHIP


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SECURITY OWNERSHIP

              For purposes of the tables below, a person is a "beneficial owner" of a security over which that person has or shares voting or investment power or which that person has the right to acquire beneficial ownership within 60 days. Unless otherwise noted, to our knowledge these persons have sole voting and investment power over the shares listed. Percentage computations are based on 286,669,916268,547,203 shares of our common stock outstanding as of March 17, 2016.22, 2018.


Security Ownership of Certain Beneficial Owners


              The following table shows the amount of our common stock beneficially owned as of March 17, 201622, 2018 by those known by us to beneficially own more than 5% of our common stock.

Name and Address of Beneficial Owner	​	Amount and Nature of Beneficial Ownership				​	Percent of Class				​
BlackRock, Inc.(1)	​	​	25,701,473		​	​	​	9.0%		​	​
GIC Private Limited(2)	​	​	22,673,678		​	​	​	7.9%		​	​
The Vanguard Group(3)	​	​	20,122,432		​	​	​	7.0%		​	​

---

Name and Address of Beneficial Owner	​	Amount and Nature of Beneficial Ownership				​	Percent of Class				​
T. Rowe Price Associates, Inc.(1)	​	​	29,470,681		​	​	​	11.0		%	​
BlackRock, Inc.(2)	​	​	18,877,999		​	​	​	7.0		%	​
The Vanguard Group(3)	​	​	18,358,116		​	​	​	6.8		%	​
Barrow, Hanley, Mewhinney & Strauss, LLC(4)	​	​	16,244,452		​	​	​	6.0		%	​

(1)

T. Rowe Price Associates, Inc. has sole power to vote or direct the vote of 10,729,134 shares and sole power to dispose or direct the disposition of 29,470,681 shares. The address of T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, Maryland 21202. All information is based solely on Amendment No. 2 to Statement on Schedule 13G filed on February 14, 2018.



(2)

BlackRock, Inc., through various subsidiaries, has sole power to vote or direct the vote of 22,776,17816,283,155 shares and sole power to dispose or direct the disposition of 25,701,47318,877,999 shares. The address of BlackRock, Inc. is 55 East 52^nd Street, New York, New York 10055. All information is based solely on Amendment No. 1 to Statement on Schedule 13G filed on January 26, 2016.



(2)

GIC Private Limited ("GIC") is a fund manager with two clients—the Government of Singapore ("GoS") and the Monetary Authority of Singapore ("MAS"). Under the investment management agreement with GoS, GIC has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. As such, GIC has the sole power to vote and dispose of the 17,057,026 securities beneficially owned by it. GIC shares power to vote and dispose of 5,616,152 securities beneficially owned by it with MAS. GIC disclaims membership in a group. The address of GIC is 168, Robinson Road, #37-01, Capital Tower, Singapore 068912. All information is based solely on Amendment No. 13 to Statement on Schedule 13G filed on February 2, 2016.8, 2018.



(3)

The Vanguard Group has sole power to vote or direct the vote over 555,340375,475 shares, shared power to vote or direct the vote over 30,50065,080 shares, sole power to dispose or direct the disposition of 19,543,48017,927,997 shares, and shared power to dispose or direct the disposition of 578,952430,119 shares. Vanguard Fiduciary Trust Company, a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 458,352289,326 shares as a result of its serving as investment manager of collective trust accounts, and Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 217,588225,229 shares as a result of its serving as investment manager of Australian investment offerings. The address of The Vanguard Group is 100 Vanguard Blvd,Blvd., Malvern, Pennsylvania 19355. All information is based solely on Amendment No. 24 to Statement on Schedule 13G filed on February 11, 2016.9, 2018.



(4)

Barrow, Hanley, Mewhinney & Strauss, LLC has sole power to vote or direct the vote over 5,152,967 shares, shared power to vote or direct the vote over 11,091,485 shares, and sole power to dispose or direct the disposition of 16,244,452 shares. The address of Barrow, Hanley, Mewhinney & Strauss, LLC is 2200 Ross Avenue, 31st Floor, Dallas, Texas 75201-2761. All information is based solely on Statement on Schedule 13G filed on February 13, 2018.



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Dollar General    |    2018 Proxy Statement    ·    Security Ownership     49

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Table of Contents


Security Ownership of Officers and Directors


              The following table shows the amount of our common stock beneficially owned as of March 17, 201622, 2018 by our current directors and our named executive officers individually and by our current directors and all of our current executive officers as a group. Unless otherwise noted, these persons may be contacted at our executive offices.

Name of Beneficial Owner	​	Amount and Nature of Beneficial Ownership				​	Percent of Class				​
Warren F. Bryant(1)(2)	​	​	25,35735,349		​	​	​	*		​	​
Michael M. Calbert(1)(2)(3)	​	​	69,37198,020		​	​	​	*		​	​
Sandra B. Cochran(1)(2)	​	​	12,10722,080		​	​	​	*		​	​
Patricia D. Fili-Krushel(1)(2)(4)	​	​	10,73520,647		​	​	​	*		​	​
Timothy I. McGuire	​	​	—		​	​	​	—		​	​
Paula A. Price(1)(2)(5)	​	​	3,44610,055		​	​	​	*		​	​
William C. Rhodes, III(1)(2)(4)(6)	​	​	41,34256,289		​	​	​	*		​	​
David B. Rickard(1)(2)	​	​	25,57335,629		​	​	​	*		​	​
Todd J. Vasos(1)	​	​	144,601		​	​	​	*		​	​
Richard W. Dreiling(1)	​	​	152,049		​	​	​	*		​	​
John W. Garratt(1)	​	​	4,586		​	​	​	*		​	​
David M. Tehle Ralph E. Santana	​	​	—		​	​	​	—		​	​
John W. FlaniganTodd J. Vasos(1)	​	​	53,877333,778		​	​	​	*		​	​
John W. Garratt(1)	​	​	51,826		​	​	​	*		​	​
Jeffery C. Owen(1)	​	​	53,472		​	​	​	*		​	​
Robert D. Ravener(1)	​	​	168,885191,705		​	​	​	*		​	​
Rhonda M. Taylor(1)	​	​	37,85395,617		​	​	​	*		​	​
Gregory A. Sparks	​	​	—		​	​	​	—		​	​
All current directors and executive officers as a group (15(18 persons)(1)(2)(3)(4)(5)(6)	​	​	630,1721,092,149		​	​	​	*		​	​

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*

Denotes less than 1% of class.



(1)

Includes the following number of shares underlying RSUs (including additional RSUs credited as a result of dividend equivalents earned with respect to the RSUs) that are or could be settleable within 60 days of March 17, 201622, 2018 over which the person will not have voting or investment power until the RSUs are settled: Mr. Bryant (3,011)(3,892); Mr. Calbert (4,179)(11,520); Ms.Mss. Cochran (2,050)and Fili-Krushel and Mr. Rhodes (1,912); Ms. Price and Mr. Rhodes (1,682)(5,293); Mr. Rickard (5,190)(6,461); Mr. Vasos (6,332)(1,802); Mr. Garratt (403)(402); Messrs. FlaniganMr. Ravener and Ravener (5,223); Ms. Taylor (2,086)(1,321); and all current directors and executive officers as a group (38,651)(39,808). Also includes the following number of shares subject to options either currently exercisable or exercisable within 60 days of March 17, 201622, 2018 over which the person will not have voting or investment power until the options are exercised: each of Messrs. Bryant, Calbert, and Rhodes (15,088)(20,547); Ms. Cochran (6,426)(11,911); Ms. Fili-Krushel (6,255)(11,683); Ms. Price (1,201)(3,597); Mr. Rickard (14,845)(20,304); Mr. Vasos (89,661); Mr. Dreiling (135,311)(239,507); Mr. Garratt (3,762)(41,060); Mr. Flanigan (38,352)Owen (43,722); Mr. Ravener (150,385)(166,094); Ms. Taylor (30,808)(76,669); and all current directors and executive officers as a group (402,636)(734,872). Further includes the following number of shares underlying earned PSUs that are or could be settleable within 60 days of March 17, 201622, 2018 over which the person will not have voting or investment power until the PSUs are settled: Mr. Vasos (4,991)(30,968); Mr. Garratt (421)(7,547); Mr. Flanigan (6,920)Owen (7,127); Mr. Ravener (3,887)(8,858); Ms. Taylor (1,977)(8,682); and all current directors and executive officers as a group (19,380)(65,606). The shares described in this note are considered outstanding for the purpose of computing the percentage of outstanding stock owned by each named person and by the group but not for the purpose of computing the percentage ownership of any other person.



(2)

Share totals have been rounded to the nearest whole share to simplify reporting.share.



(3)

Mr. Calbert shares voting and investment power over 38,00051,000 shares with his spouse, Barbara Calbert, as co-trustee of The Michael and Barbara Calbert 2007 Joint Revocable Trust.



(4)

Ms. Fili-Krushel shares voting and investment power over 2,500 shares with her spouse, Kenneth Krushel.



(5)

Ms. Price shares voting and investment power over 267 shares with her spouse, Michael Price.



(6)

Mr. Rhodes shares voting and investment power over 23,597 shares with his spouse, Amy Rhodes, as power of attorney of The Amy Plunkett Rhodes Revocable Living Trust, dated July 30, 2014.



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50    Dollar General    |    2018 Proxy Statement    ·    Security Ownership

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Table of Contents

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

              In accordance with Section 14A of the Securities Exchange Act of 1934, as amended, we provide our shareholders each year with an opportunity to vote on an advisory basis on compensation paid to our named executive officers. Accordingly, we are asking our shareholders to provide an advisory, nonbinding vote to approve the compensation of our named executive officers as we have described it in "Compensation Discussion and Analysis" and in the accompanying compensation tables and related narrative discussion in the "Executive Compensation" section of this proxy statement.

              As discussed in detail in the "Compensation Discussion and Analysis" section above, the Compensation Committee actively oversees our executive compensation program, adopting changes to the program and awarding compensation as appropriate to reflect Dollar General's circumstances and to promote the main objectives of the program. Our compensation programs are designed to attract, retain, and motivate persons with superior ability, to reward outstanding performance, and to align the long-term interests of our named executive officers with those of our shareholders. Under these programs, our named executive officers are rewarded for the achievement of specific annual and long-term goals and the realization of increased shareholder value. We firmly believe that the information we have provided in this proxy statement demonstrates that our executive compensation program was designed appropriately and is working to ensure that management's interests are aligned with our shareholders' interests to support long-term value creation.

              Our Board of Directors is asking our shareholders to indicate their support for our named executive officer compensation as described in this proxy statement in accordance with SEC rules by voting for this proposal. Because the vote on this proposal is advisory in nature, it will not affect any compensation already paid or awarded to any named executive officer and will not be binding on or overrule any decisions by the Compensation Committee or the Board. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers. This advisory vote is not a vote on the compensation of our Board of Directors or on our compensation policies as they relate to risk management, as described under "Compensation Risk Considerations" in the "Executive Compensation" section above.

              Although the vote we are asking shareholders to cast is advisory and is not binding, our Board and the Compensation Committee value the views of our shareholders and intend to consider the outcome of the vote, along with other relevant factors, when making future compensation decisions for our named executive officers.

              Our Board unanimously recommends that you voteFOR the approval of the compensation of our named executive officers as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the "Compensation Discussion and Analysis" and the accompanying compensation tables and related narrative discussion in the "Executive Compensation" section of this proxy statement.

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Dollar General    |AUDIT COMMITTEE REPORT    2018 Proxy Statement    ·    Proposal 2: Advisory Vote on Executive Compensation    51

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Table of Contents

AUDIT COMMITTEE REPORT

              The Audit Committee of our Board of Directors has:

•

reviewed and discussed with management the audited financial statements for the fiscal year ended January 29, 2016,February 2, 2018,



•

discussed with Ernst & Young LLP, our independent registered public accounting firm, the matters required to be discussed by the Statement on Auditing Standards No. 16,1301,CommunicationCommunications with Audit Committees, as adopted by the Public Company Accounting Oversight Board,



•

received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence, and



•

discussed with Ernst & Young LLP theirits independence from Dollar General and its management.

              Based on these reviews and discussions, the Audit Committee unanimously recommended to the Board of Directors that Dollar General's audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended January 29, 2016February 2, 2018 for filing with the SEC.

              While the Audit Committee has the responsibilities and powers set forth in its charter, the Audit Committee does not have the duty to plan or conduct audits or to determine that Dollar General's financial statements are complete, accurate, or in accordance with generally accepted accounting principles. Dollar General's management and independent auditor have this responsibility. The Audit Committee also does not have the duty to assure compliance with laws and regulations or with the policies of the Board of Directors.

              This report has been furnished by the members of the Audit Committee:

•

David B. Rickard, Chairman



•

Warren F. Bryant



•

Sandra B. Cochran



•

Paula A. Price

 •

William C. Rhodes, III

              The above Audit Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Dollar General filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent Dollar General specifically incorporates this report by reference therein.



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52    Dollar General    |    2018 Proxy Statement    ·    Audit Committee Report

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Table of Contents

PROPOSAL 3: RATIFICATION OF APPOINTMENT OF AUDITORS

PROPOSAL 2:
RATIFICATION OF APPOINTMENT OF AUDITORS

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Who is responsible for the selection of the independent auditor?

              The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent auditor that is retained to audit our financial statements.

Was the Audit Committee involved in the lead audit partner selection process?

              Yes. Prior to the selection of the current lead audit partner, the Chairman of the Audit Committee interviewed the lead audit partner candidates, and the Audit Committee discussed with management such candidates' qualifications and experience.

Does the Audit Committee evaluate the independent auditor and the lead audit partner?

              Yes. The Audit Committee annually evaluates the lead audit partner, as well as the independent auditor's qualifications, performance, and independence. The evaluation, which includes the input of management, entails consideration of a broad range of factors, including the quality of services and sufficiency of resources that have been provided; the skills, knowledge, and experience of the firm and the audit team; the effectiveness and sufficiency of communications and interactions; independence and level of objectivity and professional skepticism; reasonableness of fees; and other factors.

Who has the Audit Committee selected as the independent registered public accounting firm?

              After conducting the evaluation process discussed above, the Audit Committee selected Ernst & Young LLP as our independent auditor for the 20162018 fiscal year. Ernst & Young LLP has served in that capacity since October 2001. The Audit Committee and the Board of Directors believe that the continued retention of Ernst & Young LLP is in the best interests of Dollar General and our shareholders.

Will representatives of Ernst & Young LLP attend the annual meeting?

              Representatives of Ernst & Young LLP have been requested and are expected to attend the annual meeting. These representatives will have the opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions.

What does the Board of Directors recommend?

              Our Board unanimously recommends that you voteFOR the ratification of Ernst & Young LLP as our independent auditor for the 20162018 fiscal year. The Audit Committee is not bound by a vote either for or against the firm. If the shareholders do not ratify this appointment, our Audit Committee will consider that result in selecting our independent auditor in the future.



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Dollar General    |    2018 Proxy Statement    ·    Proposal 3: Ratification of Appointment of Auditors    53

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Table of Contents

FEES PAID TO AUDITORS

FEES PAID TO AUDITORS


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What fees were paid to the independent auditor in 20152017 and 2014?2016?

              The table below lists the aggregate fees for professional audit services rendered to us by Ernst & Young LLP for the audit of our consolidated financial statements for the past two fiscal years and fees billed for other services rendered by Ernst & Young LLP during the past two fiscal years:

Service	​	2015 Aggregate Fees Billed ($)				​	2014 Aggregate Fees Billed ($)				​
Audit Fees(1)	​	​	2,272,623		​	​	​	2,071,205		​	​
Audit-Related Fees(2)	​	​	32,000		​	​	​	30,000		​	​
Tax Fees(3)	​	​	1,910,042		​	​	​	1,652,136		​	​
All Other Fees(4)	​	​	1,995		​	​	​	1,920		​	​

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Service	​	2017 Aggregate Fees Billed ($)				​	2016 Aggregate Fees Billed ($)				​
Audit Fees(1)	​	​	2,675,124		​	​	​	2,555,582		​	​
Audit-Related Fees(2)	​	​	35,000		​	​	​	33,000		​	​
Tax Fees(3)	​	​	1,804,562		​	​	​	1,865,236		​	​
All Other Fees(4)	​	​	1,995		​	​	​	1,995		​	​

(1)

Represents for each fiscal year the aggregate fees billed for professional services for the audit of our annual financial statements and review of financial statements included in our Forms 10-Q and services that are normally provided in connection with statutory and regulatory filings or engagements.



(2)

Represents for each fiscal year the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. The fees for each year relate to the employee benefit plan audit.



(3)

20152017 and 20142016 fees relate primarily to tax compliance services, which represented $1,805,042$1,649,562 and $1,547,136$1,755,636 in 20152017 and 2014,2016, respectively, for work related to work opportunity tax credit assistance and foreign sourcing offices' tax compliance.compliance, as well as state tax credit assistance in 2017. The remaining tax fees for each such year are for tax advisory services related to inventory.



(4)

20152017 and 20142016 fees are for a subscription fee to an on-line accounting research tool.

How does the Audit Committee pre-approve services provided by the independent auditor?

              The Audit Committee pre-approves all audit and permissible non-audit services provided by our independent auditor. Where feasible, the Committee considers and, when appropriate, pre-approves services at regularly scheduled meetings after disclosure by management and the independent auditor of the nature of the proposed services, the estimated fees (when available), and their opinions that the services will not impair the independence of the independent auditor. The Committee's Chairman (or any Committee member if the Chairman is unavailable) may pre-approve such services between Committee meetings, and must report to the Committee at its next meeting with respect to all services so pre-approved. The Committee pre-approved 100% of the services provided by Ernst & Young LLP during 20152017 and 2014.2016.



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54    Dollar General    |    2018 Proxy Statement    ·    Fees Paid to Auditors

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Table of Contents

SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE


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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

              The U.S. securities laws require our executive officers, directors, and greater than 10% shareholders to file reports of ownership and changes in ownership on Forms 3, 4, and 5 with the SEC. Based solely upon a review of these reports furnished to us during and with respect to 2015,2017, or written representations that no Form 5 reports were required, we believe that each of those persons filed, on a timely basis, the reports required by Section 16(a) of the Exchange Act, except that (1) Ms. Price filed 1 late Form 4Act.

SHAREHOLDER PROPOSALS FOR 2019 ANNUAL MEETING

              All shareholder proposals and notices discussed below must be mailed to report 1 open market purchase of shares ofCorporate Secretary, Dollar General common stock;Corporation, 100 Mission Ridge, Goodlettsville, Tennessee 37072. Shareholder proposals and (2) as a resultdirector nominations that are not included in our proxy materials will not be considered at any annual meeting of an administrative oversight, Mr. Vasos filed 1 late Form 4 to correctshareholders unless such proposals have complied with the numberrequirements of shares of Dollar General common stock underlying an RSUour amended and stock option grant and the number of securities beneficially owned after such transaction, which were previously incorrectly reported on a timely-filed Form 4.restated Bylaws.

              Shareholder Proposals.SHAREHOLDER PROPOSALS
FOR 2017 ANNUAL MEETING


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    To be considered for inclusion in our proxy materials relating to the 20172019 annual meeting of shareholders (the "2019 Annual Meeting"), eligible shareholders must submit proposals that comply with Rule 14a-8 under the Exchange Act and other relevant SEC regulations for our receipt by December 9, 2016.13, 2018.

              New Business at 2019 Annual Meeting.    To introduce other new business, including the nomination of directors (other than a proxy access nomination, which is described below) at the 2017 annual meeting,2019 Annual Meeting, you must deliver written notice to us no earlier than the close of business on January 25, 201730, 2019 and no later than the close of business on February 24, 2017,March 1, 2019, and comply with the advance notice provisions of our Bylaws. If we do not receive a properly submitted shareholder proposal by February 24, 2017,March 1, 2019, then the proxies held by our management may provide the discretion to vote against such shareholder proposal even though the proposal is not discussed in our proxy materials sent in connection with the 2017 annual meeting2019 Annual Meeting.

              Proxy Access.    Our amended and restated Bylaws contain proxy access provisions that permit a shareholder, or a group of shareholders.

              Shareholder proposals should be mailedup to Corporate Secretary, Dollar General Corporation, 100 Mission Ridge, Goodlettsville, Tennessee 37072. Shareholder proposals that are not included20 shareholders, owning 3% or more of our stock continuously for at least three years, to nominate and include in our proxy materials will notcandidates for election as directors. Such shareholder or group may nominate up to 20% of our Board, provided that the shareholder or group and the nominee(s) satisfy the requirements specified in our Bylaws. In order to be considered at any annual meetingproperly brought before our 2019 Annual Meeting, an eligible shareholder's notice of shareholders unless such proposals have compliednomination of a director candidate pursuant to the proxy access provisions of our Bylaws must be received by us no earlier than the close of business on November 13, 2018 and no later than the close of business on December 13, 2018, and comply with the requirementsother relevant provisions of our Bylaws.Bylaws pertaining to proxy access nominees.



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Table of Contents


Dollar General    Appendix A
|

    2018 Proxy Statement     Subset of Companies from Aon Hewitt Total Compensation Measurement^TM (TCM)
Database Used for Certain Officers
·    Section 16(a) Reporting Compliance & 2019 Shareholder Proposals    55

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Academy Sports & Outdoors, Ltd. ANN INC. Belk, Inc. Best Buy Co., Inc. BJ's Wholesale Club, Inc. The Bon-Ton Stores Brinker International Inc. CDW Corporation The Children's Place Retail Stores Coach, Inc. CVS Delhaize America Domino's Pizza, Inc. DSW Inc. Eddie Bauer Inc. Follett Corporation FTD, Inc. Genuine Parts Company The Home Depot, Inc. Hot Topic, Inc. Hy-Vee, Inc. J. C. Penney Company, Inc. Jack in the Box Inc. Jo-Ann Stores, LLC The Kroger Co. L.L. Bean, Inc.	​	Lowe's Companies, Inc. Macy's Inc. McDonald's Corporation Meijer, Inc. The Neiman Marcus Group, Inc. Office Depot, Inc. OfficeMax Incorporated Papa John's International, Inc. PetSmart, Inc. Pier 1 Imports, Inc. PVH Corp. Rent-A-Center Rite Aid Corporation Safeway Inc. Sears Holdings Corporation Sonic Automotive, Inc. Starbucks Corporation SUPERVALU INC. Target Corporation Ulta Salon, Cosmetics & Fragrance, Inc. Wal-Mart Stores, Inc. Walgreen Company Wegmans Food Markets, Inc. The Wendy's Company Williams-Sonoma, Inc. YUM Brands, Inc. Zale Corporation




 

VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information until 11:59 P.M. Eastern Time on May 24, 2016.29, 2018. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. DOLLAR GENERAL CORPORATION ATTN: INVESTOR RELATIONS 100 MISSION RIDGE GOODLETTSVILLE, TN 37072 ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions until 11:59 P.M. Eastern Time on May 24, 2016.29, 2018. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. IF YOU ARE NOT VOTING BY INTERNET OR PHONE, TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E05387-P71631E41380-P00883 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DOLLAR GENERAL CORPORATION The Board of Directors recommends you vote FOR each of the listed nominees. 1. Election of Directors Nominees: For Against Abstain Nominees: ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! 1a. Warren F. Bryant 1b. Michael M. Calbert 1c. Sandra B. Cochran 1d. Patricia D. Fili-Krushel 1e. Paula A. Price 1f. William C. Rhodes, III 1g. David B. Rickard 1h. Todd J. Vasos For Against Abstain The Board of Directors recommends you vote FOR Proposal 2.Proposals 2 and 3. 1b. Michael M. Calbert For Against Abstain ! ! ! 1c. Sandra B. Cochran 2. To approve, on an advisory (non-binding) basis, the compensation of Dollar General Corporation's named executive officers as disclosed in the proxy statement. 1d. Patricia D. Fili-Krushel ! ! ! 1e. Timothy I. McGuire 3. To ratify Ernst & Young LLP as the independent registered public accounting firm for fiscal 2016.2018. 1f. Paula A. Price In the discretion of the proxies named herein, such other business as may properly come before the meeting or any adjournmentadjournment(s) thereof. 1g. William C. Rhodes, III 1h. Ralph E. Santana 1i. Todd J. Vasos Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date



 




Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. E05388-P71631E41381-P00883 DOLLAR GENERAL CORPORATION Proxy solicited by and on behalf of the Board of Directors for the Annual Meeting of Shareholders to be held on May 25, 201630, 2018 The undersigned shareholdershareholder(s) of Dollar General Corporation, a Tennessee corporation (the "Company"), hereby acknowledgesacknowledge(s) receipt of the noticeNotice of annual meetingAnnual Meeting of shareholdersShareholders and proxy statementProxy Statement dated April 8, 2016,12, 2018, and hereby appointsappoint(s) Christine L. Connolly and Elizabeth S. Inman, or either of them, proxies, each with full power of substitution, and authorizesauthorize(s) them to represent and to vote, as designated on the reverse side of this proxy card, all shares of common stock of the Company that the shareholder isshareholder(s) is/are entitled to vote at the annual meetingAnnual Meeting of shareholdersShareholders of the Company to be held May 25, 201630, 2018 at 9:00 A.M. Central Time, in the Goodlettsville City Hall Auditorium, located at 105 South Main Street, Goodlettsville, Tennessee, and at any adjournment(s) thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted FOR each of the nominees for director in Proposal 1, FOR ProposalProposals 2 and 3, and in the discretion of the proxy holdersproxies upon such other business as may properly come before the meeting or any adjournment(s) thereof. Continued and to be signed on reverse side