Dollar General Corporation (DG)
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AGM 2021

May 26, 2021

Speaker 1

Good morning.

Speaker 2

And welcome to the Dollar General Corporation twenty twenty one Annual Meeting of Stockholders. I would now like to turn the conference over to Todd Vazos. Please go ahead, sir.

Speaker 1

Thank you, and good morning, and welcome to the Dollar General Corporation twenty twenty one Annual Meeting of Shareholders. I'm Todd Vazos, CEO of Dollar General, and I'll serve as the Chairman of this meeting, which I now call to order. In light of the continuing public health impact of COVID-nineteen, we once again are holding our annual meeting in a virtual format. If you experience any technical difficulties with the annual meeting website during this meeting, please call the toll free technical support number at (844) 986-0822 in The US or (303) 562-9302 internationally. Now let's turn to introductions.

All of my fellow board members are participating in today's meeting, including Mike Halbert, our chairman of the board, Warren Bryant, Pat Philly Crichell, Tim McGuire, Bill Rhodes, Deborah Sandler, and Ralph Santana. Our executive officers are also participating, including Jeff Owen, our Chief Operating Officer John Garrett, Executive Vice President and Chief Financial Officer Kathy Rairdon, Executive Vice President and Chief People Officer Steve Sunderland, Executive Vice President of Operations Emily Taylor, Executive Vice President and Chief Merchandising Officer Rhonda Taylor, our Executive Vice President and General Counsel Carmen Winkoff, Executive Vice President and Chief Information Officer Tony Zawazzo, Executive Vice President of Global Supply Chain and Anita Elliott, Senior Vice President and Chief Accounting Officer. I'd like to thank our Board of Directors and our Executive Officers for their dedication, teamwork and leadership at Dollar General. Finally, Josh Trusley is participating today on behalf of Ernst and Young, our independent registered public accounting firm. I'll now turn the meeting over to Christine Conley, our Corporate Secretary, to review the meeting announcements.

Speaker 3

Good morning. Today's meeting is being held pursuant to the notice provided to shareholders beginning on 04/01/2021. Please note that this meeting is being recorded. Shareholders at the close of business on 03/18/2021, may vote at today's meeting. The meeting agenda and rules of conduct, along with the 2020 annual report and the 2021 proxy materials, are available on the annual meeting website under the heading materials once past the login screen.

In addition, the shareholders list as of the record date is available on the annual meeting website for inspection by confirmed shareholders. Our board has appointed Broadridge to serve as the inspector of election. Broadridge has informed us that there are present today in person or by proxy, the holders of not less than a majority of the shares issued and outstanding on the record date. Having a quorum, the polls are now open. If you previously voted, you don't need to vote again unless you want to change your vote.

If you've not already voted or you want to change your vote, please click the voting button on the annual meeting website before the polls close after the end of discussion of today's last voting item. We will begin the meeting with a presentation of the voting items, followed by up to fifteen minutes to address any questions about the proposals that were submitted before or during the meeting in accordance with the rules of conduct. Mr. Vazos will present the management proposals, and Ms. Cam Franklin will have three minutes to present the shareholder proposal on behalf of Mr.

John Chiveden. The polls will then close, we'll adjourn the formal business of the meeting, followed by a brief business update. After the business update, we'll take up to fifteen minutes to answer general questions that were submitted before or during the meeting in accordance with the rules of conduct. Only confirmed shareholders may ask questions at this meeting. Each shareholder may ask up to two questions per voting item and up to two questions during the general Q and A session.

Please submit pertinent questions, whether regarding voting items or for the general Q and A session, before the polls close. I'll now turn the meeting back over to Mr. Bezos to introduce the items of business.

Speaker 1

Thank you, Christine. There are five management proposals and one shareholder proposal being voted upon today as described in the meeting notice and in the proxy materials. The first item is the election of our eight directors listed in the proxy statement to hold office until the next annual meeting and until their successors are duly elected and qualified. Our Board recommends that you vote for these directors. The second item of business is the advisory vote to approve the compensation of Dollar General's named executive officers as set forth in the proxy statement.

Our board recommends that you vote for this proposal. The third item of business is the ratification of the appointment of Ernst and Young LLP as our independent registered accounting firm for fiscal twenty twenty one. Our board recommends that you vote for this proposal. The fourth item of business is to approve the Dollar General Corporation 2021 stock incentive plan. Our board recommends that you vote for this proposal.

The fifth item of business is to approve the amendment to the company's charter to allow shareholders holding 25% or more of the common stock to request special meetings of shareholders. Our board recommends that you vote for this proposal. The sixth item of business is a shareholder proposal regarding shareholders' ability to call special meetings of the shareholders. Ms. Franklin will present this proposal on behalf of Mr.

Chabetin. Operator, please open the line for the shareholder proponent.

Speaker 4

Hi there. Can you hear me okay?

Speaker 1

Yes, ma'am. We can.

Speaker 4

Okay. Here I go. Proposal six, adopt a mainstream shareholder right, shareholder ability to call a special meeting with 10% stock ownership. Shareholders ask our Board to take the steps necessary to amend our bylaws and appropriate governing documents to give the owners of a total of 10% of our outstanding common stock the power to call a special shareholder meeting. It is important to have a 10% stock ownership threshold because Dollar General stockholders lack the right to act by written consent.

Shareholders deserve the more reasonable stock ownership threshold of 10% to make up for the transition to online shareholder meetings which means that it is easier for management to dominate an online shareholder meeting. For instance, the twenty twenty one Kohl's annual meeting was nine minutes. An example of the near total dominance that management can now display at an online shareholder meeting is AT and T which would not even let shareholders speak at two consecutive online shareholder meetings. Management promotes the fallacy that shareholders should be complacent in improving management accountability with this proposal simply because we have the average governance practices that a lot of other companies have. The unfortunate attitude of management is that since Dollar General is average, the management goal is to block improvement in management accountability to shareholders.

Management promotes the fallacy that shareholders should have a penny pinching attitude when it comes to holding management accountable to shareholders but there should be no penny pinching when it comes to CEO pay. The effectiveness of good governance proposal like this proposal is that it would not result in more cost but would instead pay dividends because the mere presence of good governance serves as a guardrail to make sure that management performs well on its own because if management does not perform well then shareholders have a remedy with teeth to make their improvement suggestions known to management. Please vote yes. Adopt a mainstream shareholder right, shareholder ability to call a special meeting with 10% stock ownership, proposal number six. Thank you very much.

Speaker 1

Thank you, Ms. Franklin. Our board recommends that shareholders vote against this proposal, which is item six on the ballot. No other business was submitted pursuant to our bylaws for consideration at this meeting. Before we address questions about these voting items, let me remind shareholders that this is the final opportunity to submit or change your vote as the polls will close immediately following this discussion.

This is also the final opportunity to submit questions about the voting items for the general Q and A session that will follow my business report. Christine, have any questions been submitted?

Speaker 3

We have a number of questions related to our 2019 chemical policy where we are requiring the elimination of certain chemicals from certain products by the 2022. I'm sorry, Todd. That was my mistake. We do have questions in the queue, but we're going to save those until after your business report. There are none are there are none respecting the voting items.

Speaker 1

Thank you, Christine. And since there appears to be no other questions that's related to the voting items, the polls are now closed. Following the announcement of the preliminary voting results, the business of the meeting is adjourned. Christine, will you please announce the preliminary voting results?

Speaker 3

Based on the preliminary report of the Inspector of Election, each of the eight nominees standing for election has received a majority of the votes cast in favor of his or her election. The compensation of Dollar General's named executive officers has been approved on an advisory basis. The appointment of Ernst and Young as the company's independent registered public accounting firm for fiscal twenty twenty one has been ratified. Each of the Dollar General Corporation 2021 stock incentive plan and the amendment to the company's charter to allow certain shareholders the right to request special meetings of shareholders has been approved. And the shareholder proposal regarding shareholder special meeting rights has been approved.

The final certified voting results will be reported in a Form eight ks within four business days of this meeting. Before we turn to the business report, we would like to caution you that today's comments may contain forward looking statements within the meaning of the federal securities laws regarding our strategy plans, intentions, expectations or beliefs about future occurrences or results, including but not limited to statements regarding our future potential, key operating priorities and initiatives and planned investments. Actual results might differ materially from those projected in the forward looking statements as a result of a variety of important factors, including but not limited to those described in the Risk Factors section of our Form 10 ks filed with the SEC on 03/19/2021, and other factors that may be discussed today. We caution against undue reliance on these forward looking statements, which speak only as of today's date. The company disclaims any obligation to publicly update or revise these statements, except as may be required by law.

Speaker 1

Before I speak to twenty twenty performance, I want to acknowledge all of those who have been impacted by the COVID-nineteen pandemic over the past year. To those who have served on the frontlines during the pandemic, we offer our deepest gratitude and we greatly appreciate our own associates who have worked so diligently to take care of our customers during the times when they needed us most. Our long standing mission at Dollar General is serving others, and it is through that lens that we approach all of our decisions, including how we continue to support our employees and customers during these difficult times. I want to briefly highlight some of the actions in response to the pandemic throughout 2020. To support our employees, we awarded approximately $167,000,000 in employee appreciation bonuses to eligible frontline employees.

We donated $5,250,000 to the Dollar General Employee Assistance Foundation. We closed an hour early to allow greater time for stocking and enhanced cleaning protocols. We implemented social distancing measures in our stores, DCs and our store support center and are continuing to distribute masks, gloves and hand sanitizers to all employees, installing plexiglass barriers at check stands across the entire chain and reduce barriers for frontline employees to obtain the vaccine. To support our customers during these challenging times, we contributed $2,000,000 from the Dollar General Literacy Foundation to support Save the Children's coronavirus response efforts across rural America. We dedicated the first hour of each store's day to senior customers to allow them to shop in a less crowded environment.

We temporarily provided a discount to first time responders, medical personnel and the National Guard members and worked diligently to provide customers with a safe, clean and well stocked shopping experience. All of these actions helped ensure the continuity of our business at a time when customers needed us most. While I wish I could share the many stories we heard from the customers all around the country and our associates served them during the pandemic, for the sake of time, let me just say that I'm incredibly proud of our associates' efforts in carrying out our mission of serving others every day and especially during this past year. Turning now to our business report for fiscal twenty twenty. Dollar General has been serving our customers for more than eighty years and we remain focused on delivering value and convenience in communities across the country.

As a mature retailer in growth mode, we made significant progress in 2020, advancing key strategic initiatives to better serve our customers and drive strong returns for our shareholders. During fiscal twenty twenty, we completed 2,780 real estate projects, including the opening of our 17,000 store and the launch of our new pop shelf concept, which aims to engage customers by offering a fun, affordable and differentiated treasure hunt experience at an exceptional value. In addition, we also began shipping from six additional DG Fresh distribution facilities. We added DG Pickup, our buy online, pickup in store capability to more than 17,000 stores and executed more than 2,000,000,000 customer transactions, leading to our thirty first consecutive year of same store sales growth. Our value and convenience proposition combined with our unique and growing real estate footprint, disciplined execution and focused innovation has allowed us to further solidify our position as a leader in small box discount retail.

Our vision for the future of Dollar General remains clear, to further strengthen our business and continue on a path of sustainable profitable growth while keeping our customers at the center of everything we do. We continue to focus on our four key operating priorities. Our first operating priority is to drive profitable sales growth. We are dedicated to providing our customers with value and convenience every day. To drive continued growth, we have in place a robust portfolio of sales driving and margin enhancing initiatives, including our non consumable initiative, which consists of a new and expanded product offering in key non consumable categories.

We expanded this offering to a total of more than 5,800 stores by the end of fiscal twenty twenty. Also included in these efforts is DG Fresh, which facilitated self distribution of frozen and refrigerated goods to more than 16,000 stores by the end of the year. Both of these initiatives have resulted in significant sales and gross margin improvements. In addition, we expect to expand upon our opportunities in 2021, including cooler door expansion, private brand enhancements, global sourcing efforts and distribution and transportation efficiencies. Our second operating priority is capturing growth opportunities.

Our high return, low risk real estate model is a core strength of the business. We have continued to innovate with a variety of store formats, which has allowed us to grow the number of communities we are able to serve. As a result, we now have more than 17,000 stores and we are proud that approximately 75% of The U. S. Population lives within five miles of a Dollar General store.

Our digital initiative complements our unique and expansive brick and mortar footprint as we seek to deploy and leverage technology to further enhance the convenience proposition for our customers. This strategy consists of building a digital ecosystem that is specifically tailored to provide our customers with an even more convenient, frictionless and personalized shopping experience. Our third operating priority is enhancing our position as a low cost operator. We have employed a safe to serve approach across the organization to control spending and drive efficiencies. One example of this approach is Fast Track, which is primarily focused on increasing labor productivity in our stores as well as enhancing the customer convenience.

The first phase of this initiative focused on rolltainer optimization in our stores to reduce the amount of time needed to stock shelves. The next phase is focused on self checkout, which increases convenience for our customers while also driving labor efficiencies for our associates. We plan to continue this rollout in 2021 with additional self checkout locations and believe we are well positioned to drive continued productivity enhancements across our store base, distribution centers and our store support center. Our fourth operating priority is investing in our diverse teams through development, empowerment and inclusion. We have made significant investments in wages, benefits and training opportunities, including the appreciation bonuses that I mentioned earlier.

As evidenced, our approach to employee development in February, we were inducted into the Training Magazine's Hall of Fame, following two consecutive years of the magazine's top training and development program. In 2020, we estimate we invested nearly 3,000,000 training hours in our employees to promote their education and development. We believe these investments are resonating with our team as we drive improvements across the organization and better position our associates for future success. Importantly, we continue to prioritize direct engagement with our teams to learn how we can continue to enhance our position as an employer of choice. Ultimately, we believe that the opportunity to build a long term career with a growing retailer is our most important currency to attract and retain talent.

Now let me share some of our financial highlights for fiscal twenty twenty compared to fiscal twenty nineteen. Net sales increased 21.6% to $33,700,000,000 Same store sales grew 16.3%. Operating profit increased 54.4% to $3,600,000,000 We reported net income of $2,700,000,000 and diluted earnings per share increased 59.9% to $10.62 And cash flow from operations increased 73.2% to $3,900,000,000 We also invested $1,000,000,000 in capital expenditures to grow and improve our operations. In fiscal twenty twenty, we opened up 1,000 new stores, including celebrating our 17,000 store in Fountain, Colorado. We also remodeled sixteen seventy stores and relocated 110 stores for a total of 2,780 real estate projects.

At the end of fiscal twenty twenty, we updated our analysis of new store opportunities, which informed our belief that through a combination of growing relevance with consumers, format innovation, an evolving retail landscape and enhanced use of technology, approximately 13,000 additional small box store opportunities in The Continental United States are available to Dollar General. In addition, we believe our new pop shelf concept adds an incremental 1,000 opportunities and our small box metro focused DGX adds an incremental 1,000 opportunities. Our twenty twenty one new store openings draw from these 17,000 total opportunities. While these opportunities are available to all small box retailers, we believe we are well positioned to capture a disproportionate share. We are very proud of our growth in 2020 and excited about the growth opportunities ahead of us in 2021 and beyond.

During 2020, while focused on serving our customers during the challenges of the pandemic, we continue to invest in the business from a position of strength. We continue to prioritize high return growth projects as the best use of our capital, which include new store expansion and other real estate projects such as remodels, relocations and the infrastructure needed to support future growth. In addition, as we did in 2020, we continue to invest in and execute on multiple strategic initiatives that we believe will further enhance our competitive position and drive long term shareholder value. As always, our customer remains at the center of everything we do. We are devoted to delivering value and convenience by providing everyday low prices on the right products in nearby locations.

Our greatest strength at Dollar General is our people. At the end of 2020, more than 157,000 talented and dedicated Dollar General employees were serving customers in their communities across The United States. As we reflect on the challenges of 2020, I could not be more proud of our team and their efforts. Our investments and our people are paying dividends across the organization. And in 2020, we saw our lowest store manager turnover on record.

In addition, we now have more than 12,000 store managers who are promoted from within the company, further demonstrating the culture of development and growth at Dollar General. My most sincere appreciation and thanks go out to the Dollar General employees who fulfill our mission of serving others each and every day. Dollar General's culture remains firmly rooted in our mission of serving others. We are intentional about putting this mission into action in the communities we call home, and we're pleased to be able to take significant actions to continue to support these communities last year. During 2020, Dollar General and our foundations donated more than $30,000,000 to charitable causes with a primary focus on uplifting and empowering individuals of all ages through literacy and basic education.

These donations included a $5,000,000 pledge to support organizations working to accelerate racial equity through racial justice and education. Since its inception in 1993, the Dollar General Literacy Foundation has awarded more than $186,000,000 in grants to nonprofit organizations and more than 12,000,000 individuals have received assistance. We are excited about these efforts and we are proud to partner with these various organizations and foundations to extend hope and opportunity to individuals throughout these communities. In closing, I want to reiterate, we remain focused on the health and safety of our employees and customers as being a top priority. At the same time, we are moving forward with great speed and focused execution to continue capturing growth opportunities while further distancing and differentiating Dollar General from the rest of the discount retail landscape.

Looking ahead, we remain confident that our unique business model, combined with our strategic vision and strong track record of execution, will allow us to continue to deliver everyday value and convenience to our customers and create long term shareholder value. Thank you for your investment in Dollar General. We appreciate your continued support. At this time, we'll answer any pertinent questions that were submitted before or during the meeting prior to the closing of the polls. Christine, will you please read the first question?

Speaker 3

Yes. We've received a number of questions regarding our 2019 chemical policy where we are requiring the elimination of certain chemicals from certain products by the 2022. These questions are centered around the following items. What has been your supplier's response to eliminating the eight chemicals on your restricted substance list? What is Dollar General's plan to expand the company's current restricted substance list of eight chemicals into different product categories and national brands?

When will Dollar General start targeting additional chemicals, including phthalates, flame retardants, glyphosate, neonicotinoids and other pesticides?

Speaker 1

First of all, thank you for your question. We're committed to selling safe, effective and affordable products that meet or exceed the company's quality and performance standards, as well as legal and regulatory requirements. We're proud of our chemical policy and continue to work with our vendors to reduce or eliminate certain chemicals from certain categories of products by December 2022. We also have a number of other measures in place, including a product safety testing program to provide assurance that the company's products either meet or exceed federal and state regulatory standards. And lastly, our progress on our efforts can be found in our most recent 2020 Serving Others report, which is available on our website.

This report continues to evolve and we believe you will appreciate the enhanced disclosures.

Speaker 3

The next questions come from the Campaign for Healthier Solutions and their partners. The questions include whether Dollar General will commit to review product testing data, join the chemical footprint project and publicly disclose yearly results, provide regular updates on the company's process to eliminate chemicals targeted as restricted substances and evaluate potential local product development and distribution channels?

Speaker 1

Thank you for that question. We have appreciated the ongoing positive dialogue with the Campaign for Healthier Solutions and their partners, as well as their perspectives and their goals. As I mentioned, Dollar General is committed to selling safe, effective and affordable products that meet or exceed our company standards, as well as all legal and regulatory requirements. This includes among other things review of certain product testing results. For more information on our product safety efforts, I encourage you to take a look at our serving others report.

And regarding the request on local sourcing, we make product sourcing and distribution decisions based on a variety of factors to ensure that we are providing our customers with products they want at a price they can afford.

Speaker 3

The next question asks if we will commit to providing BPS free register receipts. And then that will be the last question.

Speaker 1

Well, thank you again for this question. We take all allegations of safety issues very seriously and we'll take this under consideration. In the meantime, we continue to innovate on ways to further enhance our checkout experience, including contactless options, which provide customers with digital receipts. Again, Christine, thank you. There appears to be no further questions in the queue, so we'll conclude the meeting.

Thank you for your attendance today. And again, thank you for your investment in Dollar General.

Speaker 2

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.

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