8-KThe WireStrategic
Results of Operations · Shareholder Vote
Filed Jun 1, 2017 · 9y ago · Accession 0001157523-17-001707
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗Securities and Exchange Commission on
April 12, 2017.
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 2018 and until his or her successor
is duly elected and qualified. Votes were cast as follows:
Name
Votes
For
Votes
Against
Votes
Abstaining
Broker
Non-Votes
Warren F. Bryant
226,780,695
7,449,246
85,992
13,729,582
Michael M. Calbert
232,631,974
1,597,974
85,985
13,729,582
Sandra B. Cochran
211,940,685
21,846,790
528,458
13,729,582
Patricia D. Fili-Krushel
227,797,451
6,434,853
83,629
13,729,582
Paula A. Price
231,788,633
2,443,173
84,127
13,729,582
William C. Rhodes, III
227,080,580
7,149,772
85,581
13,729,582
David B. Rickard
231,050,822
3,177,795
87,316
13,729,582
Todd J. Vasos
233,689,605
540,175
86,153
13,729,582
The material terms of the performance goals under the Company’s Amended
and Restated 2007 Stock Incentive Plan for purposes of compensation
deductibility under Internal Revenue Code Section 162(m) and the limit
on non-employee director compensation set forth in such Plan were
approved. Votes were cast as follows:
Votes
For
Votes
Against
Votes
Abstaining
Broker
Non-Votes
227,314,281
6,876,352
125,300
13,729,582
The material terms of the performance goals under the Company’s Amended
and Restated Annual Incentive Plan for purposes of compensation
deductibility under Internal Revenue Code Section 162(m) were
approved. Votes cast were as follows:
Votes
For
Votes
Against
Votes
Abstaining
Broker
Non-Votes
230,700,313
3,484,388
131,232
13,729,582
The compensation of the Company’s named executive officers was approved
on an advisory (non-binding) basis. Votes were cast as follows:
Votes
For
Votes
Against
Votes
Abstaining
Broker
Non-Votes
221,309,430
12,398,430
608,073
13,729,582
The Company’s shareholders selected, on an advisory (non-binding) basis,
1 year as the frequency at which future advisory votes shall be held on
the compensation of the Company’s named executive officers. Votes were
cast as follows:
1 Year
2 Years
3 Years
Votes
Abstaining
Broker
Non-Votes
192,308,757
144,857
41,716,953
145,366
13,729,582
In light of this recommendation from the Company’s shareholders, the
Company has determined that it will include an advisory (non-binding)
shareholder vote on the compensation of the Company’s named executive
officers in the Company’s proxy materials every year until the next
required advisory vote on the frequency of future advisory votes on
named executive officer compensation, which will occur no later than the
Company’s Annual Meeting of Shareholders in 2023.
The appointment of Ernst & Young LLP to serve as the Company’s
independent registered public accounting firm for fiscal year 2017 was
ratified. Votes were cast as follows:
Votes
For
Votes
Against
Votes
Abstaining
241,473,292
6,444,944
127,279
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 31, 2017,
the Company’s Board of Directors declared a quarterly cash dividend of
$0.26 per share on the Company’s outstanding common stock. The dividend
will be payable on or before July 25, 2017 to shareholders of record at
the close of business on July 11, 2017. The payment of future cash
dividends is subject to the Board’s discretion and will depend upon,
among other things, the Company’s results of operations, cash
requirements, financial condition, contractual restrictions and other
factors that the Board may deem relevant in its sole discretion.
2
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
immediately following the signature page hereto.
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 1, 2017
DOLLAR GENERAL CORPORATION
By:
/s/ Rhonda M. Taylor
Rhonda M. Taylor
Executive Vice President and General Counsel
4
EXHIBIT INDEX
Exhibit No.
Description
99
News release issued June 1, 2017
5
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Filing details
- Company
- DOLLAR GENERAL CORP
- Ticker
- DG
- CIK
- 29534
- Form type
- 8-K
- Filing date
- Jun 1, 2017
- Report date
- May 31, 2017
- Document
- a51567541.htm
- Size
- 225 KB