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. )
| Filed by the Registrant x | ||
| Filed by a Party other than the Registrant ¨ | ||
| Check the appropriate box: | ||
| ¨ | Preliminary Proxy Statement | |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ¨ | Definitive Proxy Statement | |
| x | Definitive Additional Materials | |
| ¨ | Soliciting Material under §240.14a-12 | |
| Dollar General Corporation | ||
| (Name of Registrant as Specified in Its Charter) | ||
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||
| Payment of Filing Fee (Check the appropriate box): | ||
| x | No fee required. | |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| (1) | Title of each class of securities to which transaction applies: | |
| (2) | Aggregate number of securities to which transaction applies: | |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
| (4) | Proposed maximum aggregate value of transaction: | |
| (5) | Total fee paid: | |
| ¨ | Fee paid previously with preliminary materials. | |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
| (1) | Amount Previously Paid: | |
| (2) | Form, Schedule or Registration Statement No.: | |
| (3) | Filing Party: | |
| (4) | Date Filed: | |
***
Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to
Be Held on May 27, 2020 DOLLAR GENERAL CORPORATION DOLLAR GENERAL CORPORATION ATTN: INVESTOR RELATIONS 100 MISSION RIDGE
GOODLETTSVILLE, TN 37072 Meeting Information Meeting Type: Annual Meeting For holders as of: March 19, 2020 Date:
May 27, 2020 Time: 9:00 A.M. Central Time Location: Goodlettsville City Hall Auditorium 105 South Main Street
Goodlettsville, Tennessee Directions to attend the meeting are posted on the "Investor Information" section of www.dollargeneral.com.
You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use
this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available
to you on the Internet or by mail. You may view the proxy materials online at www.proxyvote.com or easily request a paper
copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials
before voting. See the reverse side of this notice to obtain proxy materials and voting instructions. D09931-P32300
Before
You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: NOTICE AND PROXY STATEMENT ANNUAL
REPORT How to View Online: Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located
on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want
to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose
one of the following methods to make your request: BY INTERNET: www.proxyvote.com BY TELEPHONE: 1-800-579-1639 BY
E-MAIL*: sendmaterial@proxyvote.com If requesting materials by e-mail, please send a blank e-mail with the information that
is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) in the subject line. Requests, instructions
and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed
above on or before May 13, 2020 to facilitate timely delivery. How To Vote Please Choose One of the Following Voting Methods
Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, for record holders,
the possession of photo identification. Please check the meeting materials for any special requirements for meeting attendance.
At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to
www.proxyvote.com. Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on
the following page) available and follow the instructions. Vote By Telephone: To vote now by telephone, go to www.proxyvote.com
to view the proxy materials and to obtain the toll-free number to call. Vote By Mail: You can vote by mail by requesting
a paper copy of the materials, which will include a proxy card. D09932-P32300
Voting
Items The Board of Directors recommends you vote FOR each of the listed nominees. Election of Directors Nominees: 1a. Warren
F. Bryant 1b. Michael M. Calbert 1c. Sandra B. Cochran 1d. Patricia D. Fili-Krushel 1e. Timothy I. McGuire 1f. William C. Rhodes,
III 1g. Debra A. Sandler 1h. Ralph E. Santana 1i. Todd J. Vasos The Board of Directors recommends you vote FOR Proposals 2,
3, 4 and 5. To approve, on an advisory (non-binding) basis, the resolution regarding the compensation of Dollar General Corporation's
named executive officers as disclosed in the proxy statement. To ratify the appointment of Ernst & Young LLP as Dollar General
Corporation's independent registered public accounting firm for fiscal 2020. To approve amendments to the amended and restated
charter, as amended, of Dollar General Corporation to replace supermajority voting requirements with a majority voting requirement
as described in the proxy statement. To approve an amendment to the amended and restated bylaws of Dollar General Corporation
to replace the supermajority voting requirement with a majority voting requirement as described in the proxy statement. In the
discretion of the proxies named in the proxy card, such other business as may properly come before the meeting or any adjournment(s)
thereof. D09933-P32300
D09934-P32300