Big Lots 2007 Annual Report Download - page 21

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In determining that each of the directors other than Mr. Fishman is independent, the Board considered that, in the
ordinary course of business, transactions may occur between Big Lots or its subsidiaries and companies at which
some of our directors are or have been executive officers. In each such case, the amount of any transactions with
these companies in each of the last three years did not approach the disqualifying thresholds set forth in the NYSE
rules. The Board also considered charitable contributions to not-for-profit organizations of which our directors
or immediate family members are executive officers or directors, none of which approached the disqualifying
thresholds set forth in the NYSE rules. The Board determined that each of the transactions and relationships it
considered was immaterial and did not impair the independence of any of the directors.
Selection of Nominees by the Board
The Nominating/Corporate Governance Committee has oversight over a broad range of issues surrounding the
composition and operation of the Board. The Nominating/Corporate Governance Committee is responsible for
recommending to the Board the appropriate skills and qualifications required of Board members, based on our
needs from time to time. The Nominating/Corporate Governance Committee also evaluates prospective director
nominees against the standards and qualifications set forth in the Corporate Governance Guidelines. Although
the Nominating/Corporate Governance Committee has not approved any specific minimum qualifications that
must be met by a nominee for director recommended by the Committee, the Committee does consider factors such
as the prospective nominee’s relevant experience, character, intelligence, independence, commitment, judgment,
prominence, diversity, age, and compatibility with our CEO and other members of the Board. The Nominating/
Corporate Governance Committee also considers such other relevant factors as it deems appropriate, including
the current composition of the Board, the balance of management and independent directors, and the need for
committee expertise. The Nominating/Corporate Governance Committee confers with the Board as to the criteria
it intends to apply before the search for a new director nominee is commenced.
In identifying potential candidates for Board membership, the Nominating/Corporate Governance Committee
considers recommendations from the Board, shareholders and management. A shareholder who wishes to
recommend a prospective director nominee to the Board must send written notice to: Chair of the Nominating/
Corporate Governance Committee, Big Lots, Inc., 300 Phillipi Road, Columbus, Ohio 43228. The written notice
must include the prospective nominee’s name, age, business address, principal occupation, ownership of our
common shares, information that would be required under the rules of the SEC in a proxy statement soliciting
proxies for the election of such prospective nominee as a director, and any other information that is deemed
relevant by the recommending shareholder. Shareholder recommendations that comply with these procedures and
that meet the factors outlined above will receive the same consideration that the recommendations of the Board and
management receive.
Pursuant to its written charter, the Nominating/Corporate Governance Committee has the authority to retain
consultants and search firms to assist in the process of identifying and evaluating director candidates and to
approve the fees and other retention terms for any such consultant or search firm. No such firm was retained in
connection with the selection of the director nominees proposed for election at the Annual Meeting.
After completing the evaluation of a prospective nominee, the Nominating/Corporate Governance Committee
may make a recommendation to the Board that the targeted individual be nominated by the Board, and the Board
then decides whether to approve a nominee after considering the recommendation and report of the Nominating/
Corporate Governance Committee. Any invitation to join the Board is extended to a prospective nominee through
the chair of the Nominating/Corporate Governance Committee and our CEO, after approval by the Board.
Compensation Committee Interlocks and Insider Participation
During fiscal 2007, Mr. Kollat, Ms. Lauderback, Mr. Solt, Mr. Tener and Mr. Tishkoff served on our Compensation
Committee. No member of our Compensation Committee serves or has served at any time as one of our officers or
employees or is a party to any related person transaction, as defined in Item 404 of Regulation S-K. None of our
executive officers serve as a member of the board of directors or compensation committee of any other company
that has an executive officer serving as a member of our Board or Compensation Committee.