🧾 What This Document Is

This is a Definitive Additional Material (DEFA14A) filing for Dollar General. Think of it as a "final reminder" or "cheat sheet" for shareholders. It's not the full, detailed proxy statement, but a summary that tells you what you're voting on, how to vote, and when the annual meeting is. The main goal is to get shareholders to cast their votes.

Why it matters: If you own DG stock, this is your official notice and instruction sheet for the company's most important annual decision-making event.

🏢 What The Company Does

👉 In simple terms, Dollar General is a major discount retailer in the U.S. with over 19,000 stores. They sell everyday necessities like food, snacks, health and beauty products, cleaning supplies, and basic apparel at low prices, primarily in rural and suburban communities.

📅 Key Dates & Logistics

The 2026 Annual Meeting is virtual and will be held on May 28, 2026, at 8:00 A.M. Central Time.

• Vote Deadline: You must vote by May 27, 2026, at 11:59 PM ET.
• How to Vote: Go to www.ProxyVote.com or attend the virtual meeting at www.virtualshareholdermeeting.com/DG2026.
• You Need Your Control Number: This is your unique key (shown as V90244-P44513 in the document) to access materials and vote.

🗳️ What You're Voting On (The Agenda)

Here are the six items shareholders will vote on. The Board of Directors has a recommended vote for each.

1. Election of Directors You're voting to elect 9 people to the board, including the CEO Todd Vasos. The board recommends a FOR vote for all nominees.

2. Executive Compensation (Say-on-Pay) An advisory (non-binding) vote to approve the pay packages for top executives. The board recommends FOR.

3. Appointment of Auditor To ratify the selection of Ernst & Young LLP as the company's accounting firm for 2026. The board recommends FOR.

4. Shareholder Proposal: Director Resignation Policy A proposal asking the board to force directors who don't get a majority vote in an uncontested election to resign. The board recommends AGAINST.

5. Shareholder Proposal: Human Rights Policy A proposal asking the company to create a comprehensive human rights policy for its operations and supply chain. The board recommends AGAINST.

6. Shareholder Proposal: Special Meeting Threshold A proposal to lower the ownership percentage required to call a special shareholder meeting from 25% to 10%. The board recommends AGAINST.

⚖️ Big Picture: Strengths & Risks

👍 Governance Strengths: The meeting follows standard corporate procedures, re-electing a full board and re-appointing the auditor, which suggests operational stability.

⚠️ Governance Tensions: The three shareholder proposals on the ballot indicate that some investors are concerned about board accountability, human rights practices, and shareholder rights. The board's recommendation to vote against all three shows a clear disagreement with these activist perspectives.

🔍 The Details: Why These Votes Matter

• Board Elections: A unified board can execute long-term strategy. Opposition votes here are a direct signal of shareholder dissatisfaction with leadership.
• The 3 Shareholder Proposals: These are the most interesting part. They are not legally binding even if they pass, but a strong "FOR" vote would pressure the board to act. They represent current investor focus on:
  • Accountability (Proposal 4): Making directors more answerable to shareholders.
  • ESG/Social Responsibility (Proposal 5): Formalizing ethical standards.
  • Shareholder Power (Proposal 6): Making it easier for owners to force a vote on big issues.

🧠 The Analogy

Voting in this annual meeting is like being a part-owner of a giant chain of neighborhood stores. You get to choose the managers (the board), approve their pay plan, and check the books (the auditor). Meanwhile, some fellow owners are trying to pass new "store policies" about ethics and customer complaints, but the current manager group thinks the existing rules are fine. Your vote decides who wins in each case.

🧩 Final Takeaway

This document is your voting instruction guide for Dollar General's virtual annual meeting on May 28, 2026. The key action is to vote by May 27 on the board slate, executive pay, the auditor, and three activist shareholder proposals that the board opposes.