Big Lots 2008 Annual Report Download - page 17
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- 4 -
Vote Required to Approve a Proposal
Proposal One
For purposes of Proposal One, the nine director nominees receiving the greatest number of votes cast shall be
elected as directors. A properly executed proxy marked as withholding authority with respect to the election of one
or more nominees for director will not be voted with respect to the nominee or nominees for director indicated,
although it will be counted for purposes of determining whether there is a quorum. If you are a beneficial
shareholder, your broker, bank or other holder of record who is the registered holder of your common shares is
permitted to vote your common shares for the election of directors even if the broker, bank or other holder of record
does not receive voting instructions from you.
Under our Corporate Governance Guidelines, in an uncontested election (i.e., when all nominees are recommended
by the Board and the number of nominees is equal to or less than the number of Board seats), any nominee for
director who receives fewer votes “for” his or her election than votes “withheld” is required to promptly tender
to the chair of the Nominating/Corporate Governance Committee a letter of resignation from the Board. See the
“Governance — Majority Vote Policy” section of this Proxy Statement for more information about this policy.
Other Matters
For purposes of Proposal Two, Proposal Three and any other matters that may properly come before the Annual
Meeting, the affirmative vote of the holders of a majority of the common shares represented in person or by proxy
and entitled to vote on each such matter will be required for approval. A properly executed proxy marked “abstain”
with respect to Proposal Two, Proposal Three or any other matter that may properly come before the Annual
Meeting will not be voted with respect to such matter, although it will be counted for purposes of determining
whether there is a quorum. Accordingly, an abstention will have the effect of a negative vote. If no voting
instructions are given (excluding broker non-votes), the persons named as proxy holders on the proxy card will vote
the common shares in accordance with the recommendation of the Board.
If you are a beneficial shareholder, your broker, bank or other holder of record may not be permitted to exercise
discretionary voting power with respect to some of the matters to be acted upon. Thus, if you do not give your
broker, bank or other holder of record specific voting instructions, your common shares may not be voted on those
matters and may not be counted in determining the number of common shares necessary for approval. Without
your voting instructions on such matters, a broker non-vote may occur. Common shares represented by broker non-
votes will, however, be counted in determining whether there is a quorum.