8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 24, 2020

DOLLAR GENERAL CORPORATION

(Exact name of registrant as specified in its charter)

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

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

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

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.875 per share	DG	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

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

In addition to the amounts to be paid pursuant to the Employment Agreement between the Company and Mr. Reiser dated April 1, 2018 (the “Employment Agreement”), the Company has agreed, contingent upon the execution and effectiveness of the Release that is attached to and made a part of the Employment Agreement, to provide Mr. Reiser with an additional lump sum cash payment of $1,582,646, less applicable withholdings, in exchange for extending by an additional six months the duration of the business protection provisions set forth in the Employment Agreement pertaining to his non-compete, non-disclosure and non-solicitation obligations. The description of this agreement is a summary only, and the complete terms and conditions of this agreement are set forth in the Amendment to Employment Agreement, effective September 24, 2020, by and between the Company and Mr. Reiser which is attached as Exhibit 99.2 hereto. 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a)       Financial statements of businesses acquired.  N/A

(b)       Pro forma financial information.  N/A

(c)       Shell company transactions. N/A

(d)       Exhibits.  See Exhibit Index to this report.

EXHIBIT INDEX

Exhibit No.	Description
99.1	News release issued September 25, 2020
99.2	Amendment to Employment Agreement by and between Dollar General Corporation and Jason S. Reiser, effective September 24, 2020
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  September 30, 2020	DOLLAR GENERAL CORPORATION
	By:	/s/ Rhonda M. Taylor
		Rhonda M. Taylor
		Executive Vice President and General Counsel

2

EX-99.1

Exhibit 99.1

Dollar General Promotes Emily Taylor to Executive Vice President

and Chief Merchandising Officer

Major Retailer Also Announces Other Organizational Changes

 

 Dollar General names Emily Taylor as executive vice president and chief
merchandising officer. (Photo: Business Wire)

GOODLETTSVILE, Tenn.--(BUSINESS WIRE)--September 25, 2020--Dollar General Corporation (NYSE: DG) announced Emily Taylor has been named executive vice president and chief merchandising officer effective today. Taylor, who formerly served as senior vice president of channel innovation, brings more than two decades of leadership excellence and expertise to the role. Dollar General also announced the departure of Jason Reiser from the Company effective September 24, 2020.

“We are confident that Emily’s strategic vision and longstanding leadership with Dollar General will help to drive our continued efforts to innovate, capture growth opportunities and serve our customers and communities,” said Jeff Owen, Dollar General’s Chief Operating Officer. “I would also like to thank Jason for his contributions to advancing Dollar General’s merchandising strategy and wish him the best in his future endeavors.”

Taylor, who joined Dollar General in 1998, has held roles of increasing responsibility in investor relations, financial planning and analysis, merchandise planning, pricing and merchandising operations. She now will be responsible for the strategy and execution of the Company's merchandising, marketing, global sourcing, merchandise operations and in-store experience efforts. Taylor earned a bachelor of arts degree from the University of North Carolina at Asheville and an MBA from the Owen Graduate School of Management at Vanderbilt University. Taylor has served as Dollar General’s senior vice president of channel innovation since 2019. She has been named as one of Mass Market Retailer’s Most Influential Women in Retail since 2016 and was also named among the magazine’s prestigious “People Who Make A Difference” list in 2018.

The Company also announced additional organizational changes today. Tracey Herrmann will now serve as senior vice president of channel innovation, having previously served as senior vice president of store operations. Kal Patel, formerly a vice president and division manager, will be promoted to senior vice president of store operations.

About Dollar General Corporation

Dollar General Corporation has been delivering value to shoppers for more than 80 years through its mission of Serving 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 operated 16,720 stores in 46 states as of July 31, 2020. In addition to high-quality private brands, Dollar General sells products from America's most-trusted manufacturers such as Clorox, Energizer, Procter & Gamble, Hanes, Coca-Cola, Mars, Unilever, Nestle, Kimberly-Clark, Kellogg's, General Mills, and PepsiCo. Learn more about Dollar General at www.dollargeneral.com.

Contacts

Media Contact:

Crystal Ghassemi

1-877-944-DGPR (3477)

dgpr@dollargeneral.com

Investor Contacts:

Donny Lau, (615)855-5591

Kevin Walker, (615)855-4954

EX-99.2

Exhibit 99.2

AMENDMENT TO EMPLOYMENT AGREEMENT

This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), effective September 24, 2020 (the “Effective Date”), is made and entered into by and between DOLLAR GENERAL CORPORATION (the “Company”) and JASON S. REISER (the “Employee”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings assigned to them in the Employment Agreement (as defined below).

WITNESSETH:

WHEREAS, the Company and the Employee have previously entered into an Employment Agreement by and between the Company and Employee dated April 1, 2018 (the “Employment Agreement”); and

WHEREAS, the Company and the Employee desire to amend the Employment Agreement solely to extend the Restricted Period by an additional six (6) months in consideration for a lump sum payment in cash of $1,582,646, less applicable withholdings, contingent upon the execution and effectiveness of the Release that is attached to and made a part of the Employment Agreement.

NOW, THEREFORE, for and in consideration of the premises, the mutual promises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend the Employment Agreement as follows:

1.                 Paragraph 16.b.iv of the Agreement is hereby deleted in its entirety and replaced with the following:

“Restricted Period” shall mean two (2) years and six (6) months following Employee’s termination date.

2.                 In consideration of the foregoing amendment to Paragraph 16.b.iv, and contingent upon the execution and effectiveness of the Release that is attached to and made a part of the Employment Agreement, the Company agrees to pay to the Employee a lump sum cash payment of $1,582,646, less applicable withholdings (the “Extension Payment”) within thirty (30) days following the Effective Date. The Extension Payment is not being provided to the Employee in lieu of or as substitution for any other payment to which the Employee may be entitled under the Employment Agreement.

3.                 In all other respects, the Employment Agreement shall remain in full force and effect.

4.                 This Amendment may be executed by either of the parties hereto in counterparts, each of which shall be deemed to be an original Amendment, but all such counterparts shall together constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed, or caused their duly authorized representative to execute this Amendment.

Witness:	/s/ Laura Rutledge	DOLLAR GENERAL CORPORATION
	9/30/2020
		By:	/s/ Kathleen Reardon
		Name:	Kathleen Reardon
		Title:	EVP, CPO
Date:	9/30/2020
		“EMPLOYEE”
		/s/ Jason S. Reiser
		Jason S. Reiser
Date:	9/30/2020
		Witnessed By:	/s/ Jeni M. Reiser
Date:	9/30/2020	Name:	Jeni M. Reiser

XML

Cover	Sep. 24, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 24, 2020
Entity File Number	001-11421
Entity Registrant Name	DOLLAR GENERAL CORPORATION
Entity Central Index Key	0000029534
Entity Tax Identification Number	61-0502302
Entity Incorporation, State or Country Code	TN
Entity Address, Address Line One	100 MISSION RIDGE
Entity Address, City or Town	GOODLETTSVILLE
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37072
City Area Code	615
Local Phone Number	855-4000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.875 per share
Trading Symbol	DG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false