8-KThe WireStrategic
Results of Operations · Shareholder Vote
Filed Jun 2, 2026 · 28d ago · Accession 0001104659-26-069198
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Material event — a significant development the company must disclose promptly.
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View original ↗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):
May 28, 2026
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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On
June 2, 2026, Dollar General Corporation (the “Company”) issued a news release regarding results of operations and
financial condition for the fiscal 2026 first quarter (13 weeks) ended May 1, 2026. The news release is furnished as Exhibit 99 hereto
and is incorporated herein by reference.
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 was held on May 28, 2026. 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 Company’s definitive proxy statement filed
with the Securities and Exchange Commission on April 7, 2026 (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 2027 and until his or her successor is duly elected and qualified. The tabulation of votes on this matter was as follows:
Name
Votes
For
Votes
Against
Votes
Abstaining
Broker
Non-Votes
Michael M. Calbert
175,007,879
7,508,861
224,596
15,020,306
Ana M. Chadwick
178,940,109
3,627,856
173,371
15,020,306
Gregory H. Hicks
181,229,625
1,335,370
176,341
15,020,306
Timothy I. McGuire
177,802,154
4,763,312
175,870
15,020,306
David P. Rowland
179,512,391
3,011,970
216,975
15,020,306
Debra A. Sandler
176,532,086
6,035,328
173,922
15,020,306
Ralph E. Santana
180,733,581
1,727,993
279,762
15,020,306
Kathleen M. Scarlett
180,892,658
1,571,892
276,786
15,020,306
Todd J. Vasos
182,108,558
458,274
174,504
15,020,306
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. The tabulation of votes on this matter was as follows:
Votes
For
Votes
Against
Votes
Abstaining
Broker
Non-Votes
160,040,421
21,835,901
865,014
15,020,306
The appointment of Ernst &
Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026 was ratified. The tabulation of votes
on this matter was as follows:
Votes
For
Votes
Against
Votes
Abstaining
Broker
Non-Votes
182,375,460
15,200,487
185,695
0
A shareholder proposal asking
the Company’s Board of Directors (the “Board”) to amend the director resignation policy to require directors who do
not receive a majority vote in uncontested elections to leave the Board within nine months was not approved. The tabulation of votes on
this matter was as follows:
Votes
For
Votes
Against
Votes
Abstaining
Broker
Non-Votes
28,164,688
154,045,190
531,458
15,020,306
A shareholder proposal asking
the Board to report on the feasibility of adopting a comprehensive human rights policy stating the Company’s commitment to respect
human rights, in alignment with international human rights standards, throughout its operation and value chain was not approved. The tabulation
of votes on this matter was as follows:
Votes
For
Votes
Against
Votes
Abstaining
Broker
Non-Votes
53,033,609
128,843,194
864,533
15,020,306
A shareholder proposal asking
the Board to take the steps necessary to reduce the minimum ownership percentage required to call a special shareholders’ meeting
from 25% to 10% was not approved. The tabulation of votes on this matter was as follows:
Votes
For
Votes
Against
Votes
Abstaining
Broker
Non-Votes
77,346,353
105,002,151
392,832
15,020,306
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 fiscal year 2026 outlook, as
well as the Company’s planned conference call to discuss the reported financial results, the Company’s fiscal year 2026 outlook,
and certain other matters; and
· announces that on June 1, 2026, the Board declared a quarterly cash dividend of $0.59 per share on the
Company’s outstanding common stock payable on or before July 21, 2026, to shareholders of record on July 7, 2026.
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.
2
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
News release issued June 2, 2026
104
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
3
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: June
2, 2026
DOLLAR GENERAL CORPORATION
By:
/s/ Rhonda M. Taylor
Rhonda M. Taylor
Executive Vice President and General Counsel
4
Filing details
- Company
- DOLLAR GENERAL CORP
- Ticker
- DG
- CIK
- 29534
- Form type
- 8-K
- Filing date
- Jun 2, 2026
- Report date
- May 28, 2026
- Document
- tm2616084d1_8k.htm
- Size
- 438 KB