Good day, everyone, and welcome to the Dollar General Corporation 2025 Annual Meeting of Shareholders. At this time, I'd like to turn the floor over to Todd Vasos, CEO of Dollar General. Please go ahead.
Good morning and welcome to Dollar General Corporation's 2025 Annual Meeting of Shareholders. I'm Todd Vasos, CEO of Dollar General, and the Board of Directors has appointed me to serve as the Chairman of this meeting, which I now call to order. If you experience any technical difficulties with the annual meeting website during this meeting, please call the toll-free technical support number that is posted on the login page for the annual meeting website. Let's begin with introductions. My fellow board members and executive officers are participating in today's meeting. Our board members are Mike Calbert, our Chairman of the Board, Warren Bryant, Ana Chadwick, Tim McGuire, David Rowland, Debra Sandler, Ralph Santana, and Kamy Scarlett.
Our executive officers are Kelly Dilts, Executive Vice President and Chief Financial Officer, Steve Deckard, Executive Vice President and Strategy and Development, Tracey Herrmann, Executive Vice President of Store Operations, Kathy Reardon, Executive Vice President and Chief People Officer, Emily Taylor, our Executive Vice President and Chief Merchandising Officer, Rhonda Taylor, Executive Vice President and General Counsel, Carman Wenkoff, our Executive Vice President and Chief Information Officer, Rod West, Executive Vice President of Global Supply Chain, and Anita Elliott, our Senior Vice President and Chief Accounting Officer. I'd like to thank our Board of Directors and our executive officers for their continued dedication, teamwork, and leadership at Dollar General. Finally, Mindy Dragis is participating today on behalf of Ernst & Young, our independent registered public accounting firm, and Ken Frank is attending on behalf of Broadridge, our Inspector of Election. I'll now turn the meeting over to Christine Connolly, our Corporate Secretary, to review the meeting announcements.
Good morning. We are holding today's meeting pursuant to the notice provided to shareholders beginning on April 8, 2025. Please note that this meeting is being recorded. The meeting will follow the order of the agenda posted on the annual meeting website. The rules of conduct for this meeting, along with the 2024 Annual Report and the 2025 Proxy Materials, are also available on the annual meeting website. In addition, the shareholders' list as of the record date is available for inspection by shareholders of record or their confirmed agents or attorneys on the annual meeting website and at the company's principal executive offices. Shareholders of record at the close of business on March 20, 2025, or their duly appointed proxy holders may vote on the items of business at this meeting.
Broadridge, the board-appointed Inspector of Election for today's meeting, has confirmed that holders of not less than a majority of the shares issued and outstanding on the record date are present today in person or by proxy. Having a quorum, the polls are now open for shareholders who have not already voted or who want to change or revoke their vote. To do so, please click the voting button on the annual meeting website before the polls close following discussion of the voting items. If you'd like to submit a question regarding any of the voting items, please do so now on the annual meeting website. We'll take up to 20 minutes following the presentation of voting items to answer eligible questions complying with the rules of conduct that have been received at such time as Mr. Vasos and the shareholder proponents have finished presenting the items of business. I'll now turn the meeting back to Mr. Vasos to introduce the items of business.
Thank you, Christine. There are three management proposals and four shareholder proposals being voted on today as described in the meeting notice and in the proxy material. I will present the three management proposals, and then I will invite the representatives of each shareholder proponent to take up to three minutes to present the shareholder proposals. The first item of business is the election of the nine 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 resolution regarding the compensation of Dollar General's named executive officers as disclosed 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 & Young LLP as our independent registered public accounting firm for fiscal 2025. Our board recommends that you vote for this proposal. I will now ask the operator to please open the line for John Chevedden or his representative to present the fourth item of business.
Hello, this is John Chevedden. Proposal for a special shareholder meeting improvement. Shareholders ask the board of directors to remove the current provision that considers the voice of certain Dollar General shareholders as non-shareholders. Currently, all shares not held for one continuous year are considered non-shareholders if they seek to call for a special shareholder meeting on an important business matter. The reason to enable all shareholders to call for a special shareholder meeting is to allow one shareholder or a group of shareholders to quickly acquire Dollar General shares to equal the challenging 25% share ownership requirement based on all shares outstanding to call for a special shareholder meeting when there is an urgent matter to consider in order to incentivize the turnaround of Dollar General.
It is all the more necessary to improve the Dollar General shareholder right to call for a special shareholder meeting because Dollar General is a Tennessee company, and Tennessee denies shareholders the right to act by written consent, which is thus an unavailable way for Dollar General shareholders to incentivize management to reverse the slumping stock price. This is becoming more important given that Dollar General stock price is in a long-term slump. Dollar General stock was at $262 in 2022 and at only $97 now during a robust stock market. The best strategies for turning around the economy do not necessarily come from the company's existing shareholders.
If Dollar General continues in its slump, Dollar General shareholders and potential Dollar General shareholders will not even consider acquiring more shares in order to call for a special shareholder meeting if they have to sit on their shares for one year to call for a special shareholder meeting. A one-year penalty box makes no sense. An emergency or continuing slumping stock price demands a quick response. There is no concern that allowing all shareholders to be part of a 25% share ownership requirement to call for a special shareholder meeting is too easy. It is almost unheard of for any special shareholder meeting called for by shareholders to ever occur at any company, even though a significant number of companies allow all shareholders to participate.
The reason to have this right is that with this right in place, companies are more likely to engage productively with their shareholders because shareholders have an alternative ability to call for a special shareholder meeting. With the widespread use of online shareholder meetings, it's much easier for a company to conduct a special shareholder meeting for important business matters, and Dollar General bylaws need to be updated accordingly. Please vote yes to special shareholder meeting improvement proposal four.
Thank you. Our board recommends that shareholder votes against this shareholder proposal, which is item four on the ballot. Operator, can you please open the line for Mercy Investment Services or its representative to present the fifth item of business?
Thank you, everyone. My name is David Williams. Thank you for the opportunity to join you today. My name is David Williams, and I worked as a stocker at Dollar General for five years. In 2023, I joined the same meeting to share my story with you so you would understand why we need new safety policies in our stores. Two years later, I'm disappointed to say that despite the safety audit conducted by Dollar General, we still have not seen real improvements for workers. On any given day, Dollar General workers face understaffing, block emergency exits, and violence in stores with no security to protect us. We're expected to stock shelves, run the register, deal with customers, and prevent theft all at once. We go to work every day, scared for our safety because we know that the leaders of Dollar General are not looking out for us.
On any given day, I'm instructed to block the fire exit with bottles of water. I knew it was a bad idea, but I had to do my job. Imagine how stockers, I mean, imagine how shocked I was when the store caught on fire soon after that. Thank God there were no employees inside the store during that fire. I still see fire exit blocked with merchandise. This is just one small example of how Dollar General fails to implement real changes to improve our working conditions, even when tragedy occurs. This is why we're urging Dollar General to adopt a comprehensive human rights policy. Frankly, it's embarrassing that we don't already have a policy that stands up for workers and our rights. If stores like Dollar Tree, Target, and Walmart can institute policies that protect workers' rights, then Dollar General can too.
I'm here today on behalf of shareholders' Mercy Investment Services and six co-filers who are asking the board to adopt a comprehensive human rights policy that states the company's commitment to respect human rights at its stores. With a policy like this, we could see higher starting wages, a healthy and safe workplace, protections for workers like me who are speaking out. I shouldn't have to risk my life for this job. I have a life to live, just like all of you. We urge shareholders to support this proposal, and we urge Dollar General to take a hard look at a reality in our stores and adopt a comprehensive human rights policy to keep workers and customers safe. Thank you.
Thank you. Our board recommends that shareholders vote against this shareholder proposal, which is item five on the ballot. Operator, can you please open the line for The Accountability Board or its representative to present the sixth item of business?
Hi, everybody. This is Matt Prescott here, President of The Accountability Board. I'll go ahead and keep this brief just for the sake of time. Our proposal asks the company to basically disclose how much food waste it's generating, which we think is a common sense for Dollar General - a common sense thing for Dollar General to do, especially given the company's goal to sell fresh produce in 10,000 locations. The company doesn't currently disclose how much food waste it's generating or how much it's diverting from going into landfills, although other retailers do, and adoption of our proposal would move the company to start measuring this costly issue. So we'll leave it there, and thanks to the board for its consideration. Anybody with questions about the proposal, we would refer you to the proxy statement. Thank you.
Thank you. Our board recommends that shareholders vote against this shareholder proposal, which is item six on the ballot. Operator, can you please open the line for LongView Large Cap 500 Index Fund or its representative to present the seventh item of business?
Hello. My name is Gail Follansbee from As You Sow, and I formally move item number seven, focused on the sufficiency of Dollar General employees' access to timely, quality healthcare. I want to ask some questions directly to the board and executives listening today. Have you ever worried about your health or about the health of a loved one, about finding the right specialist or seeing that person in time? I am guessing you would say yes. Have you avoided doctor's appointments or medical care because you couldn't afford the copay, the treatment cost, or to fulfill the prescription? Have you prayed for a symptom to go away because you didn't have the money for treatment? Have you been forced to take on expensive credit card debt in order to bring your child to the doctor? I am guessing you would say no.
I hope that you were able to take the time to review the exempt solicitation related to this resolution on file with the SEC. Within it, you would have seen calculations that indicate that for the majority of Dollar General's insured employees, a medical crisis or even a medical scare would likely wipe out any savings they might have and overwhelm their earnings for the year. A healthy workforce has been associated with higher employee productivity and reduced absenteeism. Turnover is also a significant expense for Dollar General, and Mercer estimates that companies are able to reduce turnover by at least 10% if they foster a culture of health.
Dollar General's statement in opposition to this proposal speaks of the importance of its benefits to its employees and to the effort it has put into providing them, but it does not claim that its employees have access to timely or sufficient care. We would like to better understand why Dollar General is hesitant to conduct a survey on the sufficiency of its employees' access to timely, affordable, quality healthcare. It must understand the challenges faced by its employees in order to develop a strategy to improve its employees' satisfaction, performance, and retention. Thank you for your time.
Thank you. Our board recommends that shareholders vote against this shareholder proposal, which is item seven on the ballot. No other business was submitted pursuant to our bylaws for consideration at this meeting. At this time, I'll close the floor to the submission of questions. Before we address questions, let me note that this is the final opportunity to submit or change votes, as the polls will close immediately following this discussion. I'm going to briefly pause the meeting so we can assemble any questions that may have been submitted. Please remain in the meeting. We will be right back with you momentarily.
The first question we've received is, how do you choose the board of directors?
Thank you, Christine. Our Nominating, Governance and Corporate Responsibility Committee leads the process of identifying and recommending candidates for our Board of Directors. We look for individuals who bring strong integrity, sound judgment, financial literacy, and diversity of relevant experience to the boardroom. We also assess their independence, time availability, and ability to contribute to our long-term strategy. Ultimately, our goal is to ensure our Board reflects the skills, qualifications, and perspectives needed to represent shareholders' best interests and support the company's evolving business needs. We discuss our director identification and nomination process in more detail in our Proxy Statement.
Thank you, Mike. The next question that we've received with respect to the election of directors is, does Dollar General shareholder engagement show support for a Dollar General director being aged 79?
Thank you, Christine. Our board periodically reevaluates our corporate governance guidelines and policies to ensure they remain in the best interests of our company and our shareholders. The board currently does not believe that arbitrary age and tenure limits for its directors are advisable, as age alone is not indicative of a director's ability to serve as an actively engaged and contributing board member and may serve to deprive the company of directors who have significant experience and insights into the company, its strategies, operations, challenges, and risks. Instead, the board ensures that directors are actively engaged and contributing to the board and that the board maintains an appropriate mix of tenure through the annual evaluation and re-nomination process and periodic director refreshment. Approximately 50% of our independent directors have joined our board in the last five years, with one new independent director joining the board in each of the last three years.
Thank you, Mike. Our third and final question is with respect to voting item five. Will Dollar General update its human rights policy to make it clear to investors and the public that the company will not interfere or retaliate against employees who are seeking collective bargaining agreements?
Thank you, Christine. In keeping with our mission statement of serving others, we are committed to maintaining our work experience for our employees that is built on respect and opportunity. We believe the best way to address challenges and solve problems is by working directly with our employees, not through a third party. We believe that a union would not be an advantage for our employees, our customers, or the economic growth on which we all depend. We remain and maintain open lines of communication with our employees and encourage team members to share their thoughts via the many company-provided channels so that we can work collaboratively to address challenges and celebrate successes.
Mike, that is all the questions that we've received.
So with that, I want to know that the polls are now closed. And Christine, do we have any preliminary voting results?
Based on the preliminary report of the Inspector of Election, each of the nine 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 & Young as the company's independent registered public accounting firm for fiscal 2025 has been ratified. The shareholder proposal submitted by Mr. Chevedden and listed as item four on the ballot has not been approved. The shareholder proposal submitted by Mercy Investment Services listed as item five on the ballot has not been approved. The shareholder proposal submitted by The Accountability Board listed as item six on the ballot has not been approved.
The shareholder proposal submitted by As You Sow on behalf of Longview Large Cap 500 Index Fund listed as item seven on the ballot has not been approved. The final certified voting results will be reported in a Form 8-K.
Thank you, Christine. That is all the business planned for today. We look forward to providing an update on our business and financial performance during our fiscal 2025 first quarter earnings call on Tuesday, June the 3rd. We appreciate your attendance today and your investment in Dollar General. This meeting is now adjourned.
Ladies and gentlemen, that does conclude this morning's presentation. We do thank you for joining. You may now disconnect your line.