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:
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☐ 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:
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 2.02
| RESULTS OF OPERATIONS AND FINANCIAL CONDITION. |
On August 31, 2023, Dollar General Corporation (the “Company”) issued a news release regarding results of operations and financial condition for the fiscal 2023 second quarter (13 weeks) ended August 4, 2023. The news release is furnished as Exhibit 99 hereto and is incorporated herein by reference.
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 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 Company’s outlook, as well as the Company’s planned conference call to discuss the reported financial results, the Company’s outlook, and certain other matters; and |
| • | announces that on August 30, 2023, the Company’s Board of Directors declared a quarterly cash dividend of $0.59 per share on the Company’s outstanding common stock payable on or before October 24, 2023 to shareholders of record on October 10, 2023. |
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. |
| | |
| Financial statements of businesses or funds acquired. N/A |
| Pro forma financial information. N/A
|
| Shell company transactions. N/A
|
| Exhibits. See Exhibit Index to this report. |
EXHIBIT INDEX
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: August 31, 2023 | DOLLAR GENERAL CORPORATION |
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| | By: | /s/ Rhonda M. Taylor |
| | | Rhonda M. Taylor |
| | | Executive Vice President and General Counsel |
