DOLLAR GENERAL CORP (DG)
Sector: Consumer Staples
2026 Annual Meeting Analysis
DOLLAR GENERAL CORP · Meeting: May 28, 2026
Directors FOR
3
Directors AGAINST
6
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors (Item 1 on the Ballot)
Against Analysis
Mr. Calbert has served on the board since 2007, meaning his tenure fully overlaps the severe underperformance period: Dollar General's stock fell 38.2% over three years while the company's own compensation peer group (including TJX, Ross Stores, and O'Reilly) gained a median of 2.1%, a gap of 40.3 percentage points that exceeds the 20-point trigger for companies with negative absolute returns; the five-year record is equally poor (-58.1pp vs peers), so the longer-term mitigant does not apply.
Ms. Chadwick joined the board in 2022, which is more than 24 months ago and means she is subject to the TSR trigger; Dollar General's stock lost 38.2% over three years against a peer median gain of 2.1%, a 40.3-percentage-point gap that exceeds the 20-point threshold, and the five-year record confirms sustained underperformance rather than a transient dip, so the mitigant does not reduce this to a FOR vote.
Mr. McGuire has served since 2018, giving him full overlap with the three-year underperformance period; Dollar General shareholders lost 38.2% while the company's peers gained a median of 2.1%, a gap of 40.3 percentage points that triggers a AGAINST vote, and the five-year data shows the underperformance is persistent (-58.1pp vs peers), eliminating the mitigant.
Ms. Sandler has served since 2020, providing full overlap with the underperformance period, and the 40.3-percentage-point three-year gap versus peers exceeds the trigger threshold with no five-year mitigant available; additionally, her three outside public company board seats (Keurig Dr Pepper, Archer Daniels Midland, and USA TODAY) are a further negative signal about time available for adequate board engagement, though she does not cross the four-board overboarding threshold.
Mr. Santana joined the board in 2018, meaning his tenure fully encompasses the three-year underperformance period; Dollar General's stock declined 38.2% while its compensation peers gained a median of 2.1%, a 40.3-percentage-point shortfall that exceeds the 20-point trigger, and the five-year record of -58.1pp versus peers confirms this is sustained rather than transient underperformance.
Mr. Vasos has served as a director since 2015 (with full tenure overlap) and as CEO he bears the primary responsibility for the company's performance during the underperformance period; Dollar General's stock lost 38.2% over three years versus a peer median gain of 2.1%, a 40.3-percentage-point gap that exceeds the trigger, and the policy explicitly states that executive directors are subject to the same TSR trigger as all other directors, independent of the Say on Pay vote.
For Analysis
Mr. Hicks is a new nominee joining the board at this annual meeting, placing him well within the 24-month exemption from the TSR trigger; he brings over 25 years of relevant retail leadership experience as President and CEO of Canadian Tire Corporation, and no other disqualifying factors are present.
Mr. Rowland joined the board in 2023, meaning his tenure is just over 24 months but covers less than half of the three-year underperformance window, and the policy calls for proportional flagging rather than an automatic AGAINST vote in this situation; the underperformance was already underway before he joined, which is meaningful mitigating context, so a FOR vote is appropriate while noting the TSR concern.
Ms. Scarlett joined the board in 2024, which is within the 24-month exemption from the TSR underperformance trigger, and no other disqualifying factors are present; she brings relevant retail and human capital experience from her senior leadership role at Best Buy.
Of the nine director nominees, five long-tenured directors (Calbert, Chadwick, McGuire, Sandler, Santana, and Vasos) receive AGAINST votes due to Dollar General's severe stock underperformance: shares fell 38.2% over three years while the company's own compensation peers gained a median of 2.1%, a 40.3-percentage-point gap that exceeds the 20-point trigger for companies with negative absolute returns, with no five-year mitigant available. Rowland, though technically past the 24-month exemption window, receives a FOR because his tenure began after the underperformance was already established and covers less than half the relevant period. New nominee Hicks and recently-appointed Scarlett are exempt from the trigger and receive FOR votes.
Say on Pay
✓ FORCEO
Todd J. Vasos
Total Comp
$8,163,197
Prior Support
93.5%%
CEO total compensation of $8.16 million is composed almost entirely of variable pay — base salary of approximately $1.6 million (about 20% of total) with the remainder being a performance-based cash bonus that paid out at 182.4% of target based on strong adjusted EBIT results, which is well above the 50-60% variable pay threshold required by policy. The prior Say on Pay vote received 93.5% support, well above the 70% threshold, and no structural concerns trigger a No vote; the pay-for-performance alignment concern is partially mitigated by the fact that Mr. Vasos received no equity grants in 2025 (relying on his 2023 stock option, which is deeply underwater given the stock's decline), and the 2023-2025 ROIC performance stock awards paid out zero due to missed targets — demonstrating that the incentive structure does impose real consequences for underperformance.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The filing confirms use of a Big 4 auditor (Ernst & Young LLP), which is appropriate for a company of Dollar General's size and complexity; auditor tenure is not disclosed in the provided filing text so the tenure trigger cannot fire per policy (vote FOR when tenure cannot be confirmed), and fee data was not available in the provided excerpt to assess the non-audit fee ratio — absent confirmed data triggering a No, the default FOR applies.
Overall Assessment
The 2026 Dollar General annual meeting ballot is dominated by the company's severe stock underperformance — shares fell 38.2% over three years while the company's own compensation peers gained a median of 2.1% — triggering AGAINST votes for six of nine director nominees who have meaningful tenure overlap with the underperformance period. The Say on Pay vote receives a FOR given the CEO received no equity grants in 2025, the incentive structure imposed real consequences (zero payout on ROIC performance awards), and prior shareholder support was a strong 93.5%.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing