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 31, 2023 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 1, 2023, Dollar General Corporation (the “Company”) issued a news release regarding results of operations and financial condition for the fiscal 2023 first quarter (13 weeks) ended May 5, 2023. 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 31, 2023. 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 11, 2023 (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 2024 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 Warren F. Bryant   174,456,034   9,598,539   1,312,689   11,395,363 Michael M. Calbert   177,707,004   6,349,574   1,310,684   11,395,363 Ana M. Chadwick   183,705,169   1,417,051   245,042   11,395,363 Patricia D. Fili-Krushel   176,239,769   8,877,925   249,568   11,395,363 Timothy I. McGuire   180,457,134   4,657,778   252,350   11,395,363 Jeffery C. Owen   183,233,251   1,859,779   274,232   11,395,363 Debra A. Sandler   171,803,820   13,316,856   246,586   11,395,363 Ralph E. Santana   181,788,301   3,312,531   266,430   11,395,363 Todd J. Vasos   181,812,574   3,299,538   255,150   11,395,363 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 167,045,924   16,725,418   1,595,920   11,395,363 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. The tabulation of the votes on this matter was as follows: 1 Year   2 Years   3 Years   Votes Abstaining   Broker Non-Votes 181,989,222   351,011   2,753,272   273,757   11,395,363 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 2029. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2023 was ratified.  The tabulation of votes on this matter was as follows: Votes For   Votes Against   Votes Abstaining Broker Non-Votes 187,490,847   9,013,424    258,354   0 A shareholder proposal regarding cage-free eggs progress disclosure was not approved. The tabulation of votes on this matter was as follows: Votes For   Votes Against   Votes Abstaining Broker Non-Votes 66,880,829   116,812,221   1,674,212   11,395,363 A shareholder proposal to take steps to amend the Company’s governing documents to remove the one-year holding period requirement to call a special shareholder meeting was not approved. The tabulation of votes on this matter was as follows: Votes For   Votes Against   Votes Abstaining Broker Non-Votes 23,356,673   161,614,925   395,664   11,395,363 A shareholder proposal requesting a worker safety and well-being audit and report was approved. The tabulation of votes on this matter was as follows: Votes For   Votes Against   Votes Abstaining Broker Non-Votes 122,752,549   58,562,783   4,051,930   11,395,363 2   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 30, 2023, the Company’s Board of Directors declared a quarterly cash dividend of $0.59 per share on the Company’s outstanding common stock payable on or before July 25, 2023 to shareholders of record on July 11, 2023. 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 June 1, 2023     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 1, 2023 DOLLAR GENERAL CORPORATION               By: /s/ Rhonda M. Taylor     Rhonda M. Taylor     Executive Vice President and General Counsel 4