Results of Operations · Shareholder Vote

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 27, 2020 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 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: Name   Votes For   Votes Against   Votes Abstaining   Broker 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 For   Votes Against   Votes Abstaining   Broker 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 For   Votes Against   Votes Abstaining   Broker 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 For   Votes Against   Votes Abstaining   Broker 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 For   Votes Against   Votes Abstaining   Broker 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. EXHIBIT INDEX Exhibit No. Description     99 News release issued May 28, 2020     104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL 2 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:  May 28, 2020 DOLLAR GENERAL CORPORATION                     By:   /s/ Rhonda M. Taylor       Rhonda M. Taylor       Executive Vice President and General Counsel 3