Big Lots 2008 Annual Report Download - page 14

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- 1 -
Big Lots, Inc.
300 Phillipi Road
Columbus, Ohio 43228
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors
(“Board”) of Big Lots, Inc., an Ohio corporation (“we,” “us,” “our” and “Big Lots”), for use at the 2009 Annual
Meeting of Shareholders to be held on May 28, 2009 (“Annual Meeting”), at our corporate offices located at 300
Phillipi Road, Columbus, Ohio at 9:00 a.m. EDT. On or about April 14, 2009, we began mailing to our shareholders
of record at the close of business on March 30, 2009, a Notice of Internet Availability containing instructions on
how to access the Notice of Annual Meeting of Shareholders, this Proxy Statement and our Annual Report to
Shareholders for the fiscal year ended January 31, 2009 (“fiscal 2008”).
ABOUT THE ANNUAL MEETING
Purpose of the Annual Meeting
At the Annual Meeting, shareholders will act upon the matters outlined in the Notice of Annual Meeting included
with this Proxy Statement. Specifically, the shareholders will be asked to (i) elect nine directors to the Board,
(ii) ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the
fiscal year ending January 30, 2010 (“fiscal 2009”), (iii) consider a shareholder proposal, if properly presented at
the Annual Meeting, and (iv) transact such other business as may properly come before the Annual Meeting.
Shareholder Voting Rights
Only those shareholders of record at the close of business on March 30, 2009, the record date for the Annual
Meeting, are entitled to receive notice of and to vote at the Annual Meeting. At the record date, we had outstanding
82,570,748 common shares, $0.01 par value per share. Each of the outstanding common shares entitles the holder
thereof to one vote on each matter to be voted upon at the Annual Meeting or any postponement or adjournment
thereof. The holders of common shares have no cumulative voting rights in the election of directors. All voting
shall be governed by our Code of Regulations and the General Corporation Law of the State of Ohio.
Registered Shareholders and Beneficial Shareholders
If our common shares are registered in your name directly with our transfer agent, National City Bank (a subsidiary
of The PNC Financial Services Group, Inc.), you are considered, with respect to those common shares, a registered
shareholder. If our common shares are held for you in a brokerage account or by a bank or other holder of record,
you are considered the beneficial shareholder of the common shares held in street name.