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Dollar General Corporation (NYSE:DG) Files An 8-K Results of Operations and Financial Condition

Dollar General Corporation (NYSE:DG) Files An 8-K Results of Operations and Financial Condition

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On June 1, 2017, Dollar General Corporation (the Company) issued
a news release regarding results of operations and financial
condition for the fiscal 2017 first quarter (13 weeks) ended May
5, 2017. The news release is furnished as Exhibit 99 hereto.

The information contained within this Item 2.02, including the
information in Exhibit 99, shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended,
and shall not be deemed incorporated by reference into any filing
under the Securities Act of 1933, as amended. ITEM 5.07
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Annual Meeting of the Companys Shareholders (the Annual
Meeting) was held on May 31, 2017. The following are the final
voting results on proposals considered and voted upon by
shareholders, each of which is described in more detail in the
Companys definitive proxy statement for the Annual Meeting filed
with the Securities and Exchange Commission on April 12, 2017.

The following individuals were elected to serve as directors of
the Company, each of whom will hold office until the Annual
Meeting of the Companys Shareholders to be held in 2018 and until
his or her successor is duly elected and qualified. Votes were
cast as follows:

Name Votes For Votes Against

Votes Abstaining

Broker Non-Votes

Warren F. Bryant 226,780,695 7,449,246 85,992 13,729,582
Michael M. Calbert 232,631,974 1,597,974 85,985 13,729,582
Sandra B. Cochran 211,940,685 21,846,790 528,458 13,729,582
Patricia D. Fili-Krushel 227,797,451 6,434,853 83,629 13,729,582
Paula A. Price 231,788,633 2,443,173 84,127 13,729,582
William C. Rhodes, III 227,080,580 7,149,772 85,581 13,729,582
David B. Rickard 231,050,822 3,177,795 87,316 13,729,582
Todd J. Vasos 233,689,605 540,175 86,153 13,729,582

The material terms of the performance goals under the Companys
Amended and Restated 2007 Stock Incentive Plan for purposes of
compensation deductibility under Internal Revenue Code Section
162(m) and the limit on non-employee director compensation set
forth in such Plan were approved. Votes were cast as follows:

Votes For Votes Against Votes Abstaining

Broker Non-Votes

227,314,281 6,876,352 125,300 13,729,582

The material terms of the performance goals under the Companys
Amended and Restated Annual Incentive Plan for purposes of
compensation deductibility under Internal Revenue Code Section
162(m) were approved. Votes cast were as follows:

Votes For

Votes Against

Votes Abstaining

Broker Non-Votes

230,700,313 3,484,388 131,232 13,729,582

The compensation of the Companys named executive officers was
approved on an advisory (non-binding) basis. Votes were cast as
follows:

Votes For Votes Against Votes Abstaining

Broker Non-Votes

221,309,430 12,398,430 608,073 13,729,582

The Companys shareholders selected, on an advisory (non-binding)
basis, 1 year as the frequency at which future advisory votes
shall be held on the compensation of the Companys named executive
officers. Votes were cast as follows:

1 Year

2 Years

3 Years

Votes Abstaining

Broker Non-Votes

192,308,757 144,857 41,716,953 145,366 13,729,582

In light of this recommendation from the Companys shareholders,
the Company has determined that it will include an advisory
(non-binding) shareholder vote on the compensation of the
Companys named executive officers in the Companys proxy materials
every year until the next required advisory vote on the frequency
of future advisory votes on named executive officer compensation,
which will occur no later than the Companys Annual Meeting of
Shareholders in 2023.

The appointment of Ernst Young LLP to serve as the Companys
independent registered public accounting firm for fiscal year
2017 was ratified. Votes were cast as follows:

Votes For Votes Against Votes Abstaining
241,473,292 6,444,944 127,279

ITEM 7.01 REGULATION FD DISCLOSURE.

The information set forth in Item 2.02 above is incorporated
herein by reference. The news release also sets forth statements
regarding, among other things, the Companys outlook, as well as
the Companys planned conference call to discuss the reported
financial results, the Companys outlook, and certain other
matters, and announces that on May 31, 2017, the Companys Board
of Directors declared a quarterly cash dividend of $0.26 per
share on the Companys outstanding common stock. The dividend will
be payable on or before July 25, 2017 to shareholders of record
at the close of business on July 11, 2017. The payment of future
cash dividends is subject to the Boards discretion and will
depend upon, among other things, the Companys results of
operations, cash requirements, financial condition, contractual
restrictions and other factors that the Board may deem relevant
in its sole discretion.

2

The information contained within this Item 7.01, including the
information in Exhibit 99, shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended,
and shall not be deemed incorporated by reference into any filing
under the Securities Act of 1933, as amended.

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
page hereto.

3

About Dollar General Corporation (NYSE:DG)
Dollar General Corporation is a discount retailer. The Company offers a selection of merchandise, including consumables, seasonal, home products and apparel. The Company’s consumables category includes paper and cleaning products (such as paper towels, bath tissue, and other home cleaning supplies); packaged food (such as cereals, spices, sugar and flour); perishables (such as milk, beer and wine); snacks (such as candy, cookies, and carbonated beverages); health and beauty (such as over-the-counter medicines and personal care products); pet (pet supplies and pet food), and tobacco products. Its seasonal products include decorations, toys, batteries, stationery, prepaid phones and accessories, and home office supplies. Its home products include cookware, craft supplies and kitchen, and bed and bath soft goods. Its apparel products include casual everyday apparel for infants, toddlers, girls, boys, women and men, as well as socks, underwear, disposable diapers, shoes and accessories. Dollar General Corporation (NYSE:DG) Recent Trading Information
Dollar General Corporation (NYSE:DG) closed its last trading session up +0.36 at 73.39 with 4,117,851 shares trading hands.

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