Current Report Filing (8-k)
April 08 2021 - 4:36PM
Edgar (US Regulatory)
0000029534
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0000029534
2021-04-05
2021-04-05
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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):
April 5, 2021
DOLLAR GENERAL CORPORATION
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(Exact name of registrant as specified in its charter)
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Tennessee
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001-11421
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61-0502302
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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100 MISSION RIDGE
GOODLETTSVILLE, TN
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37072
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (615) 855-4000
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(Former name or former address, if changed since last report)
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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
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Trading Symbol(s)
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Name of each exchange on
which registered
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Common Stock, par value $0.875 per share
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DG
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New York Stock Exchange
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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. ¨
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ITEM 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
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On April 5, 2021, Dollar
General Corporation (the “Company”) entered into new employment agreements, in each case effective April 1, 2021 (collectively,
the “Employment Agreements” and individually, the “Employment Agreement”), with John W. Garratt, Executive Vice
President and Chief Financial Officer, Jeffery C. Owen, Chief Operating Officer, Rhonda M. Taylor, Executive Vice President and General
Counsel, and Carman R. Wenkoff, Executive Vice President and Chief Information Officer (collectively, the “Named Executive Officers”).
The Employment Agreements replace the employment agreements that were in place between the Company and each of the Named Executive Officers.
The initial term of each of
the Employment Agreements extends until March 31, 2024, unless earlier terminated in accordance with the provisions of the Employment
Agreement, subject to automatic month to month extensions for up to six months 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.
Each of the Employment Agreements
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:
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·
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for a minimum annual base salary ($798,515 for Mr. Garratt, $848,640 for Mr. Owen, $629,642
for Ms. Taylor, and $625,000 for Mr. Wenkoff), which may be increased from time to time in the sole discretion of the Company;
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·
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that incentive compensation shall be determined and paid under the Company’s annual bonus program
for officers, as it may be amended from time to time, at each Named Executive Officer’s applicable grade level; and
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·
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that the applicable Named Executive Officer shall be entitled to receive executive perquisites, fringe
and other benefits as are provided to officers at the same grade level as the applicable Named Executive Officer under any of the Company’s
plans and/or programs in effect from time to time and 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 similarly-situated officers or other employees from time to
time during the term of the Employment Agreement.
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In addition, pursuant to each
Employment Agreement, and subject to limited conditions set forth therein, if the Named Executive Officer is terminated by the Company
without cause (as defined in the Employment Agreement) or if the Named Executive Officer resigns from the Company for good reason (as
defined in the Employment Agreement), or if the Named Executive Officer resigns within 60 days after the Company’s failure to offer
to renew, extend or replace the Employment Agreement before, at or within six months 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 or she shall
be entitled to (1) continued base salary payments for 24 months (subject to timing and form of payment provisions set forth in the
Employment Agreement); (2) a lump sum payment of two times the amount of the average percentage of target bonus paid to the Named
Executive Officer under the Company’s annual bonus program with respect to the Company’s two most recently completed fiscal
years preceding the fiscal year in which the termination date occurs multiplied by the Named Executive Officer’s target bonus level
and base salary applicable immediately preceding the termination (subject to certain additional calculation provisions set forth in the
Employment Agreement); (3) a lump sum payment equal to two times the annual contribution that would have been made by the Company
in respect of the plan year in which the termination occurs for his or her participation in the Company’s medical, pharmacy, dental
and vision benefits programs; and (4) reasonable outplacement services, as determined and provided by the Company, for one year or
until other employment is secured, whichever comes first.
The foregoing description
of the Employment Agreements is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the
complete text of the Form of Employment Agreement which is attached hereto as Exhibit 99 and incorporated by reference as if
fully set forth herein.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS.
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(a)
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Financial statements of businesses acquired. N/A
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(b)
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Pro forma financial information. N/A
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(c)
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Shell company transactions. N/A
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(d)
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Exhibits. See Exhibit Index to this report.
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EXHIBIT INDEX
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: April 8, 2021
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DOLLAR GENERAL CORPORATION
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By:
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/s/ Rhonda M. Taylor
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Rhonda M. Taylor
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Executive Vice President and General Counsel
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