DOLLAR GENERAL CORP

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

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Dollar General Corporation​

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DEAR FELLOW SHAREHOLDERS,

On behalf of the Board of Directors, we look forward to welcoming you to the 2024 Annual Meeting of Shareholders of Dollar General Corporation, which will be held on Wednesday, May 29, 2024, at 9:00 a.m., Central Time, at Dollar General Corporation, Turner One Building, 100 Mission Ridge, Goodlettsville, Tennessee.

We would like to thank you for your continued investment in Dollar General. It has been my privilege to serve as Chairman of the Board over the last 8 years, and I look forward to the year ahead.

Our objectives and actions are informed by your feedback, and we appreciate the opportunity to speak with many of you over the past year. In 2023, we engaged with shareholders comprising approximately 55% of shares outstanding as part of our focused annual shareholder outreach program. As Chairman, I led the engagement with shareholders representing approximately 38% of shares outstanding. The information we received from shareholders helped to inform decisions regarding the enhanced disclosures in this Proxy Statement and in our Serving Others report for 2023, as well as our recently published report on the findings of the employee safety and well-being audit. Below are several areas of particular importance to the Board that we discussed with our shareholders this past year:

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CEO Succession. CEO succession is a key component of our long-term business strategy and is a top priority for the Board. On October 12, 2023, we announced the re-appointment of Todd Vasos, our former CEO and existing Board member, as our CEO. Todd’s deep expertise and familiarity with Dollar General continues to be an asset to our Company, and the strong relationships and respect he has built with the investment community, vendors, our executive team and the broader employee base over his tenure have supported a seamless transition. We are confident Todd is the right leader to refocus our Company’s strategic direction and priorities to stabilize the business.

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Workplace Safety. Dollar General has a long-standing commitment to addressing matters that can affect our workplace experience, including employee safety and well-being. Our safety program includes standardized policies and procedures, training, and other proactive measures combined with monitoring and use of data analytics to drive preventative strategies and evolve employee safety strategies and initiatives. At the 2023 Annual Meeting of Shareholders, a majority of our shareholders voted in favor of a shareholder proposal requesting an employee safety and well-being audit. At the direction of our General Counsel and with oversight by the Board, we subsequently engaged an independent third party to conduct the audit and published a related report in April 2024. For further details, please refer to our Report on Audit of Dollar General Safety Policies and Practices published at https://www.dollargeneral.com/about-us/corporate-social-responsibility.

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Board Composition. Our Board represents a diversity of experience, backgrounds, viewpoints, tenure, age, gender, and race. We have robust corporate governance measures to foster shareholder participation and Board responsiveness and accountability, including strong director refreshment and evaluation practices. Approximately 38% of our independent directors have joined the Board within the last five years, including most recently the appointment of David Rowland on August 5, 2023. David is the former Executive Chairman of Accenture, where his career spanned nearly four decades. He brings to our Board a deep knowledge of the global marketplace and vast experience in finance, operations, strategy and risk management.

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We would like to thank our shareholders, employees, customers, and business partners for their continued support and contributions to Dollar General’s success. We remain confident in our path forward under Todd’s leadership and in our ability to continue to build momentum with the Board’s active oversight.

We will begin mailing to shareholders printed copies of this document and the form of proxy or the Notice of Internet Availability on or about April 5, 2024.

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

ITEMS OF BUSINESS:

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To elect as directors the nine nominees listed in the Proxy Statement

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To hold an advisory vote to approve our named executive officer compensation as disclosed in the Proxy Statement

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To ratify the appointment of our independent registered public accounting firm for fiscal 2024

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To vote upon a shareholder proposal, as described in the Proxy Statement, if properly presented at the annual meeting

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To transact any other business that may properly come before the annual meeting and any adjournments of that meeting

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WHO MAY VOTE:

Shareholders of record at the close of business on March 20, 2024

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This summary highlights information contained elsewhere in the proxy statement or about Dollar General. This summary does not contain all of the information that you should consider, and you should review all of the information contained in the proxy statement before voting.

WHO WE ARE

We are today’s neighborhood general store, serving the needs of our customers by providing convenience, value and service—Every day!

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As of March 1, 2024.

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BOARD OF DIRECTORS COMPOSITION(pp. 5 - 9, 14 - 15 and 19)​

PROXY STATEMENT SUMMARY​

BOARD OF DIRECTORS GROUP DIVERSITY(pp. 4 - 9)​

BOARD-LEVEL STRATEGY AND RISK OVERSIGHT(pp. 12 - 15)​

Our Board of Directors actively oversees our corporate strategy and related risks and further coordinates risk oversight with its three fully independent committees, each with a different set of responsibilities:

SHAREHOLDER ENGAGEMENT(pp. 11 - 12)​

Our Board of Directors appreciates and proactively seeks the viewpoints of our shareholders. Our focused outreach in the fall of 2023 encompassed a broad base of shareholders and discussion topics and helped inform our approach to the safety and well-being audit and report that shareholders requested at the 2023 Annual Meeting of Shareholders, as well as various other disclosure enhancements in this proxy statement and in our Serving Others report for 2023.

PAY FOR PERFORMANCE(pp. 21 - 31)​

The primary elements of our 2023 annual executive compensation program are summarized in the chart below and reflect significant alignment with our shareholders’ interests.

PROXY STATEMENT SUMMARY​

VOTING MATTERS(pp. 1 - 10, 54, 59 and 60 - 62)​

HOW TO VOTE(p. 2)​