ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;


          APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
          OFFICERS.

Approval of the Dollar General Corporation 2021 Stock Incentive Plan

At the Annual Meeting of Shareholders of Dollar General Corporation (the "Company") held on May 26, 2021 (the "Annual Meeting"), the Company's shareholders approved the Dollar General Corporation 2021 Stock Incentive Plan (the "Plan"), which became effective on May 26, 2021. The Company's Board of Directors (the "Board") approved the Plan on March 16, 2021, subject to shareholder approval. Under the Plan, the maximum number of shares of the Company's common stock available for awards is 11,850,000, less any shares granted under the Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan (the "Prior Plan") after March 16, 2021 and prior to May 26, 2021 (reduced on a one-for-one basis), resulting in 11,838,143 shares authorized for issuance under the Plan as of May 26, 2021.

Pursuant to and subject to the terms and conditions of the Plan, the Company may grant stock options, stock appreciation rights and other stock-based awards, including but not limited to restricted stock units and performance-based awards, to the Company's non-employee Board members and to key employees and consultants of the Company and certain of its subsidiaries. No awards may be granted under the Plan after May 25, 2031. The Plan is designed to attract and retain non-employee Board members, management and other key personnel and service providers, to motivate management personnel to achieve long-range goals, and to further align the interest of participants in the Plan with those of the Company's shareholders. It is not possible to determine specific amounts and types of awards that may be granted to eligible participants under the Plan because the grant and payment of such awards is subject to the discretion of the Compensation Committee of the Board.

The Plan replaces the Prior Plan. As of May 26, 2021, no new awards will be granted under the Prior Plan. Awards previously granted under the Prior Plan will remain outstanding in accordance with their terms, but none of the remaining shares of the Company's common stock authorized under the Prior Plan will be transferred or used under the Plan nor will any awards under the Prior Plan that are forfeited increase the shares available for awards under the Plan.

A brief summary of the material terms of the Plan was included as part of Proposal 4 on pages 52-61 in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 1, 2021 (the "Proxy Statement"). The description of the Plan contained herein is a summary only, does not purport to be complete, and is qualified in its entirety by the complete text of the Plan, which is included as Exhibit 99.1 hereto and incorporated herein by reference.

Employment Agreement with Chief Executive Officer

On May 26, 2021, the Company entered into a new employment agreement, effective June 3, 2021 (the "Employment Agreement"), with Todd J. Vasos, Chief Executive Officer. The Employment Agreement replaces the employment agreement that was entered into on May 31, 2018 and effective June 3, 2018 between the Company and Mr. Vasos.

The initial term of the Employment Agreement extends until June 3, 2024, unless earlier terminated in accordance with the provisions of the Employment Agreement, subject to automatic year to year extensions unless the Company gives written notice within the time frame set forth in the Employment Agreement that no extension or further extension, as applicable, will occur or unless certain other conditions specified in the Employment Agreement occur. The Employment Agreement also commits to annually re-nominating Mr. Vasos during his tenure as Chief Executive Officer to serve on the Board, subject to election by the Company's shareholders.

The Employment Agreement provides for various customary business protection provisions, including non-competition, non-solicitation, non-interference, non-disparagement, and confidentiality and non-disclosure provisions, facilitates the implementation of the Company's clawback policy, and provides:

· for a minimum annual base salary of $1,350,000, which will be reviewed annually


   and may be increased from time to time in the sole discretion of the Board or
   its Compensation Committee.

· that incentive compensation shall be determined and paid under the Company's


   annual bonus program for senior executive officers, as it may be amended from
   time to time.

· that during Mr. Vasos's employment as Chief Executive Officer, he shall be


   entitled to reasonable non-exclusive use of the Company's plane or of a
   chartered aircraft at the Company's expense for his personal travel to and
   from, on the one hand, Boca Raton, Florida or Wilmington, North Carolina, and
   on the other hand, Nashville, Tennessee or such other point of origin or
   destination where he is required to be located for Company-related business
   purposes. Such personal travel may include family members traveling with Mr.
   Vasos and shall not exceed two round trips per calendar month (exclusive of any
   "deadhead" time) unless prior approval is granted by the Compensation
   Committee. Any income imputed to Mr. Vasos as a result of such personal travel
   shall be calculated in accordance with applicable Treasury Regulations as in
   effect from time to time, and Mr. Vasos shall be responsible for any tax
   liability he incurs as a result. He also shall be entitled to receive such
   other executive perquisites, fringe and other benefits as are provided
   generally to senior executive officers of the Company under any of the
   Company's plans and/or programs in effect from time to time.

· that Mr. Vasos (and, where applicable, his eligible dependents) shall be

eligible to participate in those various Company welfare benefit plans,

practices and policies in place during the term of the Employment Agreement to

the extent allowed under and in accordance with the terms of those plans, as

well as in any other benefit plans the Company offers to other senior executive

officers of the Company or other employees from time to time during the term of

the Employment Agreement (excluding plans applicable solely to certain officers

of the Company in accordance with the express terms of such plans).

In addition, pursuant to the Employment Agreement, and subject to limited conditions set forth therein, if Mr. Vasos is terminated by the Company without cause (as defined in the Employment Agreement) or if Mr. Vasos resigns from the Company for good reason (as defined in the Employment Agreement), or if Mr. Vasos resigns within 90 days after the Company's failure to offer to renew, extend or replace the Employment Agreement before, at or within one year after the end of its original term or any term provided for in a written renewal or extension of the original term (with limited exceptions outlined in the Employment Agreement), he will be entitled to:

· continued base salary payments for 24 months (subject to timing and form of . . .

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL


          YEAR.

At the Annual Meeting, the Company's shareholders approved a proposal to amend (the "Amendment") the Company's Charter to provide that special meetings of shareholders may be called upon written request from holders of record or beneficial owners (a) representing at least twenty-five percent (25%) of the voting power of the Company's shares entitled to vote on the matter or matters to be brought before the proposed special meeting and (b) that have complied in full with the requirements set forth in the Company's Bylaws, as amended from time to time. The Board previously approved the Amendment and the restatement of the Company's Charter to reflect the Amendment (as so amended and restated, the "Amended and Restated Charter"), subject to shareholder approval of the Amendment. The Company filed the Amended and Restated Charter with the Tennessee Secretary of State, and it became effective, on May 28, 2021.

In addition, effective May 28, 2021, the Board approved the amendment and restatement of the Company's Bylaws (as so amended and restated the "Amended and Restated Bylaws"), which:

· implement the ability of holders of 25% or more of the Company's stock to


   request a special meeting and set forth the conditions and requirements for
   such shareholders to request such a special meeting, as described in more
   detail in the Proxy Statement, as well as additional conforming amendments to
   existing provisions necessitated by the addition of the special meeting right
   provisions;

· provide for a forum selection provision which, unless the Company consents in


   writing to the selection of an alternative forum, requires (a) any derivative
   lawsuits, actions asserting a claim of breach of fiduciary duty, actions
   asserting a claim arising pursuant to any provision of the Tennessee Business
   Corporation Act (the "TBCA"), the Amended and Restated Charter or the Amended
   and Restated Bylaws, or an action asserting a claim governed by the internal
   affairs doctrine, to be exclusively brought in a state or federal court located
   within Tennessee and (b) the U.S. federal district courts to be the sole and
   exclusive forum for the resolution of any complaint asserting a cause of action
   arising under the Securities Act of 1933, as amended;




                                       3

· update various provisions to align with the TBCA pertaining to: required


   officers, removing the outdated requirements to appoint a President, a Vice
   President and a Treasurer and that the President and Secretary positions be
   held by different persons; meetings held by means of remote communication,
   recognizing that meetings held by means of remote communication need not be
   held in a physical location and that the notice of meeting which is held by
   means of remote communication shall set forth the means of remote communication
   by which shareholders and proxy holders may be deemed to be present in person
   and vote at such meeting; and the method of giving notice of meetings,
   specifically allowing notice of meetings to be given in any manner allowed
   under the TBCA;

· acknowledge that the provision pertaining to removal of directors is subject to


   the provisions contained in the Amended and Restated Charter; and

· make certain other updates, clarifications and ministerial and conforming


   changes.

The complete text of the Amended and Restated Charter and the Amended and Restated Bylaws, as well as marked copies of each such document illustrating the changes made thereto, are attached hereto as Exhibits 3.1, 3.1.1, 3.2 and 3.2.1. The foregoing descriptions are summaries only, do not purport to be complete, and are qualified in their entirety by reference to the complete text of the Amended and Restated Charter and the Amended and Restated Bylaws which are attached as Exhibits 3.1 and 3.2 and incorporated herein by reference.

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

The Annual Meeting was held on May 26, 2021. The following are the final voting results on proposals considered and voted upon by the Company's shareholders, each of which is described in more detail in the Proxy Statement.

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 2022 and until his or her successor is duly elected and qualified. Votes were cast as follows:





                              Votes          Votes                               Broker
Name                           For          Against       Votes Abstaining     Non-Votes
Warren F. Bryant           188,507,285     8,583,849          143,149          14,389,639
Michael M. Calbert         186,195,294     10,919,128         119,861          14,389,639
Patricia D. Fili-Krushel   190,298,513     6,824,550          111,220          14,389,639
Timothy I. McGuire         195,322,317     1,742,580          169,386          14,389,639
William C. Rhodes, III     188,875,326     8,218,855          140,102          14,389,639
Debra A. Sandler           190,316,256     6,673,900          244,127          14,389,639
Ralph E. Santana           193,034,609     4,054,778          144,896          14,389,639
Todd J. Vasos              195,015,064     2,103,625          115,594          14,389,639

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
175,577,132     19,272,495     2,384,656      14,389,639




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The appointment of Ernst & Young LLP as the Company's independent registered
public accounting firm for fiscal year 2021 was ratified. Votes were cast as
follows:



   Votes          Votes          Votes         Broker
    For          Against       Abstaining     Non-Votes
200,571,255     10,926,106      126,561           0




  The Dollar General Corporation 2021 Stock Incentive Plan was approved. Votes
                             were cast as follows:



   Votes          Votes          Votes          Broker
    For          Against       Abstaining     Non-Votes
169,903,866     24,966,873     2,363,544      14,389,639

An amendment to the Company's amended and restated charter to allow shareholders holding 25% or more of the Company's common stock to request special meetings of shareholders was approved. Votes were cast as follows:





   Votes          Votes         Votes          Broker
    For          Against      Abstaining     Non-Votes
182,315,499     2,140,259     12,778,525     14,389,639

A shareholder proposal regarding shareholders' ability to call special meetings of shareholders was approved. Votes were cast as follows:





   Votes          Votes          Votes          Broker
    For          Against       Abstaining     Non-Votes
104,779,003     92,213,128      242,152       14,389,639

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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