Dollar General Corporation
DOLLAR GENERAL CORP (Form: 8-K, Received: 10/15/2012 15:12:31)

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):   October 12, 2012



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, Tennessee

 

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))



ITEM 5.02.

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS


On October 12, 2012, the Board of Directors of Dollar General Corporation (the “Company”) voted to increase the size of the Board from 7 to 8 members and to appoint Ms. Patricia Fili-Krushel to serve as a director of the Company until the 2013 annual meeting of shareholders and until her successor is duly elected and qualified, all effective as of October 15, 2012. The Board has found Ms. Fili-Krushel to be independent for purposes of the listing standards of the New York Stock Exchange and as defined in the Company’s Corporate Governance Guidelines.  Ms. Fili-Krushel has been appointed to serve on the Compensation, Nominating & Governance Committee (“CNG Committee”) of the Board, as well as the 162(m) Subcommittee of the CNG Committee.  


Ms. Fili-Krushel will be entitled to the standard compensation provided to non-employee directors, including annual equity awards, as described in the Company’s Annual Proxy Statement filed with the Securities and Exchange Commission on April 5, 2012.


There are no arrangements or understandings between Ms. Fili-Krushel and any other person pursuant to which she was appointed as a director.  Ms. Fili-Krushel has no transactions, relationships or arrangements with the Company that would require disclosure under Item 404(a) of Regulation S-K.


A copy of the news release announcing the appointment of Ms. Fili-Krushel is attached hereto as Exhibit 99.

 

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 immediately following the signature page hereto.



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:   October 15, 2012

DOLLAR GENERAL CORPORATION

 

 

 

 

 

 

 

 

 

 

By:

/s/ Susan S. Lanigan

 

 

Susan S. Lanigan

 

 

Executive Vice President and General Counsel


   



2





EXHIBIT INDEX



Exhibit No.

Description

 

 

99

News release dated October 12, 2012




3





[BODPRESSRELEASEPFK002.GIF]

100 Mission Ridge / Goodlettsville, Tennessee 37072-2170 / Telephone: (615) 855-4000 /http://www.dollargeneral.com



NEWS FOR IMMEDIATE RELEASE


DOLLAR GENERAL EXPANDS ITS BOARD OF DIRECTORS

Company Announces Election of Pat Fili-Krushel to Board


Goodlettsville, Tenn., (Oct. 12, 2012) – Dollar General Corporation (NYSE: DG) today announced the election of Pat Fili-Krushel to its board of directors effective October 15, 2012.


“We are excited to welcome Pat to the Dollar General board of directors,” said Rick Dreiling, Dollar General’s chairman and chief executive officer. “Her expertise and experience in operations and strategic growth make her a great addition to our board.  She has a strong track record as a transformational leader, and we look forward to benefiting from her perspectives as we continue to drive the execution of our business and create shareholder value.”  


The election of Fili-Krushel to Dollar General’s board will bring the total number of directors to eight, and the total number of independent directors to four. Fili-Krushel will serve on the compensation, nominating and governance committee of Dollar General’s board.  Dollar General plans to have a majority of independent directors on its board by April of 2013.


 Fili-Krushel assumed the role of chairman of NBCUniversal News Group, a division of NBCUniversal Media, LLC, composed of NBC News, CNBC, MSNBC and the Weather Channel in July 2012. She served previously as executive vice president of NBCUniversal with a broad portfolio of functions reporting to her, including operations and technical services, business strategy, human resources and legal. Prior to NBCUniversal, Fili-Krushel was executive vice president of administration at Time Warner Inc. from July 2001 to December 2010. Before joining Time Warner, Fili-Krushel had been CEO of WebMD Health since April 2000. From July 1998 to April 2000, Fili-Krushel was president of the ABC Television Network, and from 1993 to 1998 she served as president of ABC Daytime. Before joining ABC, she had been with Lifetime Television since 1988. Prior to Lifetime, Fili-Krushel held several positions with Home Box Office. Before joining HBO, Fili-Krushel worked for ABC Sports in various positions.


About Dollar General Corporation

Dollar General Corporation has been delivering value to shoppers for more than 70 years. Dollar General helps shoppers Save time. Save money. Every day!(R) by offering products that are frequently used and replenished, such as food, snacks, health and beauty aids, cleaning supplies, basic apparel, house wares and seasonal items at low everyday prices in convenient neighborhood locations. With over 10,200 stores in 40 states, Dollar General has more locations than any other discount retailer in America. In addition to high quality private brands, Dollar General sells products from America's most-trusted manufacturers such as Procter & Gamble, Kimberly-Clark, Unilever, Kellogg's, General Mills, Nabisco, Hanes, PepsiCo and Coca-Cola. Learn more about Dollar General at www.dollargeneral.com .


Investor and Financial Media Contacts:

Mary Winn Gordon

(615) 855-5536

Emma Jo Kauffman

(615) 855-5525