DOLLAR GENERAL CORP
Shareholder Proposals
Item 4
Require directors who fail to receive a majority vote in uncontested elections to resign and vacate their board seats within nine months.
This proposal asks the Board to adopt a policy requiring any director who fails to obtain a majority of votes cast in an uncontested election to leave the Board as soon as possible and in no event later than nine months after the failed election. The proponent argues this would enforce shareholder voting outcomes and accelerate board refreshment, asserting nine months is sufficient to find qualified replacements. The proposal cites recent company challenges (store closures, margin pressure, legal and labor controversies) as rationale for stronger shareholder oversight. The request focuses on governance and board accountability rather than specifying operational remedies.
Item 5
Commission a feasibility report on adopting a comprehensive company-wide human rights policy aligned with international human rights standards across operations and the value chain.
This proposal asks the Board to prepare and disclose a feasibility report on adopting a comprehensive human rights policy that explicitly commits the company to respect internationally recognized human rights across its operations and supply chain. The proponents contend the company’s existing Human Rights Policy focuses on suppliers and lacks an explicit company-wide commitment and cite prior shareholder votes and external audits as indicating gaps. The proposal references labor and safety incidents, regulatory fines, and worker pay concerns as reasons for a stronger corporate human rights framework. The requested report would assess alignment with UN Guiding Principles and industry peer practices and outline steps and potential costs to implement a comprehensive policy.
Item 6
Amend the company’s governing documents to permit shareholders owning 10% of outstanding common stock to call a special shareholders' meeting.
This proposal asks the Board to take the steps necessary to lower the ownership threshold required to call a special shareholders’ meeting from the current 25% to 10%. The proponent argues that a 10% threshold is reasonable, supported by precedent at peer companies, and that shareholders previously approved a related proposal in 2021 that the proponent believes the Board should have acted upon. The proposal frames the change as restoring or honoring shareholder-approved rights and improving shareholder ability to address urgent matters between annual meetings. It focuses on shareholder rights and governance structure rather than operational matters.