Good morning, and welcome to Dollar General Corporation's 2026 annual meeting of shareholders. I'm Todd Vasos, CEO of Dollar General, and the board of directors has appointed me to serve as 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 me begin with introductions. My fellow board nominees and executive officers are participating in today's meeting. Our board nominees are David Rowland, our Chairman of the board, Mike Calbert, Ana Chadwick, Greg Hicks, Tim McGuire, Debra Sandler, Ralph Santana, and Kamy Scarlett.
Our executive officers are Emily Taylor, our Chief Operating Officer, Donny Lau, our Executive Vice President and Chief Financial Officer, Tracey Herrmann, Executive Vice President of Store Operations, Kathy Reardon, Executive Vice President and Chief People Officer, Rhonda Taylor, our Executive Vice President and General Counsel, Carman Wenkoff, Executive Vice President and Chief Information Officer, Rod West, Executive Vice President of Global Supply Chain, Brian Wheeler, our Executive Vice President and Chief Merchandising Officer, 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 continued dedication, teamwork, and leadership at Dollar General. I'd also like to thank Warren Bryant for his many years of dedicated service to our company. His board term concluded at this meeting, and we wish him well in his retirement.
Finally, Mindy Dragisich is participating today on behalf of Ernst & Young, our independent registered accounting firm, and Victor Latessa is attending on behalf of Broadridge, our inspector of elections. 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 7th, 2026. 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 2025 annual report and the 2026 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 19, 2026, 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 will take up to 20 minutes following the presentation of the voting items to answer eligible questions that comply with the rules of conduct and that have been received by the conclusion of the presentation of the items of business.
I'll now turn the meeting back to Todd to introduce the items of business.
Thank you, Christine. There are three management proposals and three 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 three representatives of each shareholder proposal to take up to three minutes to present their shareholder proposal. The first item of business is the election of the nine director nominees 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 2026. Our board recommends that you vote for this proposal. I will now ask the operator to please open the line for Mr. John Chevedden or his representative to present the fourth item of business.
Hello, this is John Chevedden. Proposal four, regarding directors who fail to obtain majority vote. Charles requested the board of directors take the necessary steps to ensure that directors who fail to obtain a majority vote in a future uncontested election shall leave the board as soon as possible, but in no case shall such directors serve more than nine months on the board after such failed election. A vote of rejection by Dollar General shareholders needs to be respected. Dollar General shareholders often only vote on three company items in a year. The least that Dollar General can do is to respect all shareholder votes. If Dollar General accepts shareholder approval of its executive pay, then Dollar General should be prepared to accept shareholder rejection of a director. Nine months is adequate time for Dollar General to find highly qualified replacement director.
This proposal will give Dollar General directors more of an incentive to perform. Now is a good time to improve shareholder oversight of Dollar General. Dollar General stock was at $262 in 2022 and was at only $104 now in spite of a robust stock market. This proposal is necessary because, in practice, too many companies that had directors who received failed votes simply allowed the failed directors to continue serving as though they were actually elected and as though the company had no policy for a majority vote in order for a director to be elected. At least this proposal informs shareholders that the directors of so many companies have found a way to make it moot that directors are supposedly required to obtain a majority vote for election. It is sad that directors of so many companies look for ways to escape accountability to shareholders.
Please vote for proposal four.
Thank you. Our board recommends that shareholders vote against this shareholder proposal, which is item four on the ballot. Operator, can you please open the line for a representative of Mercy Investment Services to present the fifth item of business?
Thank you for the opportunity to join you today. My name is David Williams, and I've worked as a stocker at Dollar General for six years. In 2023 and 2025, I joined the same meeting to share my story with you so you would understand why we need new safety policies in our stores. Three 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, blocked 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. In the past year, even with the OSHA settlement, nothing has changed.
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. One time, my manager instructed me 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 shocked I was when the store caught on fire soon after that. Thank God there were no employees inside the store during that fire. To this day, I still see our fire exits 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 report on the feasibility of adopting 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. All we ask is for Dollar General to look at the potential benefits of strengthening policies protection for workers. I'm here today on behalf of shareholders, Mercy Investment Services, and three co-filers who are asking the board to report on the feasibility of adopting a comprehensive human rights policy that states that 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, and protection 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 the 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 a representative of The Accountability Board to present the sixth item of business?
Good morning, everybody. Matt Prescott here with The Accountability Board. Just want to say thanks to the board for considering our proposal, which asks the company to amend its governing documents to give shareholders with 10% or more of outstanding stock the power to call special meetings. This proposal already passed once before. The company did not implement it. We note that the company's board members sit on other boards that have touted a 10% threshold. For example, Debra Sandler on the governance committee, when she was on the board of ADM, they called their 10% threshold one of their governance highlights. When David Rowland was executive chair, Accenture called its 10% threshold one of its governance highlights, too, and included it in the company's discussion about its strong governance practices.
This is a widely accepted threshold. Shareholders already passed the proposal before, and we're just asking that the Board give stockholders a chance to actually vote on it. Thanks.
Thank you. Our board recommends that shareholders vote against this shareholder proposal, which is item six on the ballot. No other business was submitted pursuant to our bylaws for consideration at this meeting. At this time, we'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 have been submitted. Please remain in the meeting. We'll be back with you shortly. Christine. Oh, excuse me. Sorry, that's next.
Okay, Todd, we have received two questions that meet the requirements of the rules of conduct. The first question is, will Dollar General ensure that all of its receipts are bisphenol-free in order to protect workers from bisphenols and protect workers from exposure to other dangerous chemicals in the workplace?
Thank you, Christine. We've begun deploying phenol-free receipt paper in certain jurisdictions and moving toward phenol-free receipts across our store base over time as we deplete existing inventory. More broadly, we're committed to providing a safe work environment for our employees and to maintaining programs focused on product safety and chemical management. We continue to innovate on ways to further enhance our checkout experience, including possibilities like, excuse me, contactless options, which provide customers with digital receipts.
Okay, the second and final question we've received, will Dollar General provide a living wage for employees?
We believe our employees are our greatest asset, and we're committed to supporting their success and well-being. We offer market-competitive compensation and benefits, along with career development programs designed to support employees at all stages of their careers. We also believe in providing exceptional wage growth through career growth, where you can move from a part-time hourly associate to a store manager in just three years. Our approach focuses on a holistic view of employee support, including physical, mental, and financial well-being through healthcare benefits, financial consulting, and our employee assistance program. We also provide access to education and advancement opportunities, including tuition assistance and employer-paid college programs for eligible employees, helping team members build long-term careers. More broadly, we're committed to creating an environment that provides respect, opportunity, and pathways for growth as part of our mission of serving others.
We continually evaluate our pay, benefits, and programs to remain competitive and support our workforce. Since there are no more questions, we'll move to the next agenda item. The polls are now closed. Christine, do we have any preliminary voting results?
Yes. Based on the preliminary report of the Inspector of Election, each of the nine nominees standing for election has received a majority of 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 2026 has been ratified. The shareholder proposal submitted by Mr. Chevedden, listed as item four on the ballot, has not been approved. The shareholder proposal submitted by lead filer 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 final certified voting results will be reported on Form 8-K within four business days.
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 2026 first quarter earnings call on Tuesday, June 2nd. We appreciate your attendance today and your investment in Dollar General. The meeting is adjourned.
The meeting has now concluded. Thank you for attending today's presentation. You may now disconnect.