ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On May 28, 2020, Dollar General Corporation (the "Company") issued a news release regarding results of operations and financial condition for the fiscal 2020 first quarter (13 weeks) ended May 1, 2020. The news release is furnished as Exhibit 99 hereto.

The information contained within this Item 2.02, including the information in Exhibit 99, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Annual Meeting of the Company's Shareholders (the "Annual Meeting") was held on May 27, 2020. The following are the final voting results on proposals considered and voted upon by shareholders, each of which is described in more detail in the Company's definitive proxy statement (the "Proxy Statement") for the Annual Meeting filed with the Securities and Exchange Commission on April 2, 2020 and the Company's additional definitive proxy soliciting materials for the Annual Meeting filed with the Securities and Exchange Commission on April 29, 2020.

The following individuals were elected to serve as directors of the Company, each of whom will hold office until the Annual Meeting of the Company's Shareholders to be held in 2021 and until his or her successor is duly elected and qualified. Votes were cast as follows:



                               Votes        Votes       Votes        Broker
Name                            For        Against    Abstaining   Non-Votes
 Warren F. Bryant           204,427,135   5,390,707    136,649     12,460,267
 Michael M. Calbert         202,892,711   6,924,751    137,029     12,460,267
 Patricia D. Fili-Krushel   207,380,067   2,441,966    132,458     12,460,267
 Timothy I. McGuire         209,167,348     650,864    136,279     12,460,267
 William C. Rhodes, III     204,883,178   4,935,048    136,265     12,460,267
 Debra A. Sandler           208,803,210     877,345    273,936     12,460,267
 Ralph E. Santana           208,379,728   1,427,620    147,143     12,460,267
 Todd J. Vasos              207,425,017   2,392,389    137,085     12,460,267

The resolution regarding the compensation of the Company's named executive officers as disclosed in the Proxy Statement was approved on an advisory (non-binding) basis. Votes were cast as follows:



   Votes        Votes        Votes        Broker
    For        Against     Abstaining   Non-Votes
192,129,214   15,574,079   2,251,198    12,460,267

The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2020 was ratified. Votes were cast as follows:



   Votes        Votes       Votes       Broker
    For        Against    Abstaining   Non-Votes
215,117,911   7,145,179    151,668         0

--------------------------------------------------------------------------------

Amendments to the amended and restated charter, as amended, of the Company to replace supermajority voting requirements with a majority voting requirement as described in the Proxy Statement were approved. Votes were cast as follows:

Votes Votes Votes Broker


    For       Against   Abstaining   Non-Votes
209,625,680   239,383     89,428     12,460,267

An amendment to the amended and restated bylaws of the Company to replace the supermajority voting requirement with a majority voting requirement as described in the Proxy Statement was approved. Votes were cast as follows:

Votes Votes Votes Broker


    For       Against   Abstaining   Non-Votes
209,607,535   254,486     92,470     12,460,267

ITEM 7.01 REGULATION FD DISCLOSURE.

The information set forth in Item 2.02 above is incorporated herein by reference. The news release also:

• sets forth statements regarding, among other things, the Company's outlook, as


  well as the Company's planned conference call to discuss the reported financial
  results, the Company's outlook, and certain other matters; and

• announces that on May 27, 2020, the Company's Board of Directors declared a


  quarterly cash dividend of $0.36 per share on the Company's outstanding common
  stock payable on or before July 21, 2020 to shareholders of record on July 7,
  2020.

The information contained within this Item 7.01, including the information in Exhibit 99, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.

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.

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