SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 24, 2020
|DOLLAR GENERAL CORPORATION|
|(Exact name of registrant as specified in its charter)|
(State or other jurisdiction
|(Commission File Number)||
100 MISSION RIDGE
|(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))
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||
Name of each exchange on
|Common Stock, par value $0.875 per share||DG||New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
|ITEM 5.02||DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.|
On September 25, 2020, Dollar General Corporation (the “Company”) announced the departure of Jason Reiser from the Company effective September 24, 2020. Mr. Reiser had served as the Company’s Executive Vice President and Chief Merchandising Officer since July 2017. The Company further announced that Emily Taylor will assume the position of Executive Vice President and Chief Merchandising Officer effective September 25, 2020. Ms. Taylor previously served in various roles of increasing responsibility at the Company since 1998, most recently as Senior Vice President, Channel Innovation. The related press release is attached as Exhibit 99.1 hereto.
In addition to the amounts to be paid pursuant to the Employment Agreement between the Company and Mr. Reiser dated April 1, 2018 (the “Employment Agreement”), the Company has agreed, contingent upon the execution and effectiveness of the Release that is attached to and made a part of the Employment Agreement, to provide Mr. Reiser with an additional lump sum cash payment of $1,582,646, less applicable withholdings, in exchange for extending by an additional six months the duration of the business protection provisions set forth in the Employment Agreement pertaining to his non-compete, non-disclosure and non-solicitation obligations. The description of this agreement is a summary only, and the complete terms and conditions of this agreement are set forth in the Amendment to Employment Agreement, effective September 24, 2020, by and between the Company and Mr. Reiser which is attached as Exhibit 99.2 hereto.
|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 to this report.
|99.1||News release issued September 25, 2020|
|99.2||Amendment to Employment Agreement by and between Dollar General Corporation and Jason S. Reiser, effective September 24, 2020|
|104||The cover page from this Current Report on Form 8-K, formatted in Inline XBRL|
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: September 30, 2020||DOLLAR GENERAL CORPORATION|
|By:||/s/ Rhonda M. Taylor|
|Rhonda M. Taylor|
|Executive Vice President and General Counsel|
Dollar General Promotes Emily Taylor to Executive Vice President
and Chief Merchandising Officer
Major Retailer Also Announces Other Organizational Changes
Dollar General names Emily Taylor as executive vice president
merchandising officer. (Photo: Business Wire)
GOODLETTSVILE, Tenn.--(BUSINESS WIRE)--September 25, 2020--Dollar General Corporation (NYSE: DG) announced Emily Taylor has been named executive vice president and chief merchandising officer effective today. Taylor, who formerly served as senior vice president of channel innovation, brings more than two decades of leadership excellence and expertise to the role. Dollar General also announced the departure of Jason Reiser from the Company effective September 24, 2020.
“We are confident that Emily’s strategic vision and longstanding leadership with Dollar General will help to drive our continued efforts to innovate, capture growth opportunities and serve our customers and communities,” said Jeff Owen, Dollar General’s Chief Operating Officer. “I would also like to thank Jason for his contributions to advancing Dollar General’s merchandising strategy and wish him the best in his future endeavors.”
Taylor, who joined Dollar General in 1998, has held roles of increasing responsibility in investor relations, financial planning and analysis, merchandise planning, pricing and merchandising operations. She now will be responsible for the strategy and execution of the Company's merchandising, marketing, global sourcing, merchandise operations and in-store experience efforts. Taylor earned a bachelor of arts degree from the University of North Carolina at Asheville and an MBA from the Owen Graduate School of Management at Vanderbilt University. Taylor has served as Dollar General’s senior vice president of channel innovation since 2019. She has been named as one of Mass Market Retailer’s Most Influential Women in Retail since 2016 and was also named among the magazine’s prestigious “People Who Make A Difference” list in 2018.
The Company also announced additional organizational changes today. Tracey Herrmann will now serve as senior vice president of channel innovation, having previously served as senior vice president of store operations. Kal Patel, formerly a vice president and division manager, will be promoted to senior vice president of store operations.
About Dollar General Corporation
Dollar General Corporation has been delivering value to shoppers for more than 80 years through its mission of Serving Others. Dollar General helps shoppers Save time. Save money. Every day!® by offering products that are frequently used and replenished, such as food, snacks, health and beauty aids, cleaning supplies, basic apparel, housewares and seasonal items at everyday low prices in convenient neighborhood locations. Dollar General operated 16,720 stores in 46 states as of July 31, 2020. In addition to high-quality private brands, Dollar General sells products from America's most-trusted manufacturers such as Clorox, Energizer, Procter & Gamble, Hanes, Coca-Cola, Mars, Unilever, Nestle, Kimberly-Clark, Kellogg's, General Mills, and PepsiCo. Learn more about Dollar General at www.dollargeneral.com.
Donny Lau, (615)855-5591
Kevin Walker, (615)855-4954
AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), effective September 24, 2020 (the “Effective Date”), is made and entered into by and between DOLLAR GENERAL CORPORATION (the “Company”) and JASON S. REISER (the “Employee”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings assigned to them in the Employment Agreement (as defined below).
WHEREAS, the Company and the Employee have previously entered into an Employment Agreement by and between the Company and Employee dated April 1, 2018 (the “Employment Agreement”); and
WHEREAS, the Company and the Employee desire to amend the Employment Agreement solely to extend the Restricted Period by an additional six (6) months in consideration for a lump sum payment in cash of $1,582,646, less applicable withholdings, contingent upon the execution and effectiveness of the Release that is attached to and made a part of the Employment Agreement.
NOW, THEREFORE, for and in consideration of the premises, the mutual promises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend the Employment Agreement as follows:
1. Paragraph 16.b.iv of the Agreement is hereby deleted in its entirety and replaced with the following:
“Restricted Period” shall mean two (2) years and six (6) months following Employee’s termination date.
2. In consideration of the foregoing amendment to Paragraph 16.b.iv, and contingent upon the execution and effectiveness of the Release that is attached to and made a part of the Employment Agreement, the Company agrees to pay to the Employee a lump sum cash payment of $1,582,646, less applicable withholdings (the “Extension Payment”) within thirty (30) days following the Effective Date. The Extension Payment is not being provided to the Employee in lieu of or as substitution for any other payment to which the Employee may be entitled under the Employment Agreement.
3. In all other respects, the Employment Agreement shall remain in full force and effect.
4. This Amendment may be executed by either of the parties hereto in counterparts, each of which shall be deemed to be an original Amendment, but all such counterparts shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed, or caused their duly authorized representative to execute this Amendment.
|Witness:||/s/ Laura Rutledge||DOLLAR GENERAL CORPORATION|
|By:||/s/ Kathleen Reardon|
|/s/ Jason S. Reiser|
|Jason S. Reiser|
|Witnessed By:||/s/ Jeni M. Reiser|
|Date:||9/30/2020||Name:||Jeni M. Reiser|