Big Lots 2008 Annual Report Download - page 21

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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.
In fiscal 2008, Mr. Hayes was identified by the Board to replace Mr. Berman. After evaluating Mr. Hayes, the
Nominating/Corporate Governance Committee recommended to the Board that he be appointed to fill the vacancy
created upon Mr. Berman’s retirement, and the Board approved Mr. Hayes’ appointment on December 5, 2008.
Majority Vote Policy
The Board adopted a majority vote policy in our Corporate Governance Guidelines. This policy requires any
nominee for director 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) at an annual meeting of shareholders who
receives fewer votes “for” his or her election than votes “withheld” from such election to promptly tender his
or her resignation from the Board. Upon its receipt of such resignation, the Nominating/Corporate Governance
Committee will promptly consider the resignation and recommend to the Board whether to accept the resignation
or to take other action, such as reject the resignation and address the apparent underlying cause of the withheld
votes. The Board will act on the recommendation of the Nominating/Corporate Governance Committee no
later than 100 days following the certification of the shareholder vote. The Nominating/Corporate Governance
Committee, in making its recommendation, and the Board, in making its decision, will evaluate such resignation in
light of the best interests of Big Lots and our shareholders and may consider any factors and other information they
deem relevant. We will promptly publicly disclose the Board’s decision in a periodic or current report to the SEC.
Determination of Director Independence
Pursuant to the Corporate Governance Guidelines, the Board undertook its most recent annual review of director
independence in March 2009. During this annual review, the Board considered all transactions, relationships and
arrangements between each director, his or her affiliates, and any member of his or her immediate family, on one
hand, and Big Lots, its subsidiaries and members of senior management, on the other hand. The purpose of this
review was to determine whether any such transactions or relationships were inconsistent with a determination that
the director is independent in accordance with NYSE rules.
As a result of this review, the Board affirmatively determined that, with the exception of Mr. Fishman, all of
the directors nominated for election at the Annual Meeting are independent of Big Lots, its subsidiaries and its
management under the standards set forth by NYSE rules, and no director nominee has a material relationship
with Big Lots, its subsidiaries or its management aside from his or her service as a director. Mr. Fishman is not an
independent director due to his employment with Big Lots.