Big Lots 2011 Annual Report Download - page 17

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Beneficial shareholders should follow the procedures and directions set forth in the materials they will receive
from the broker, bank or other holder of record who is the registered holder of their common shares to instruct such
registered holder how to vote those common shares or revoke previously given voting instructions. Please contact
your broker, bank or other holder of record to determine the applicable deadlines. Beneficial shareholders who wish
to vote at the Annual Meeting will need to obtain a completed form of proxy from the broker, bank or other holder
of record who is the registered holder of their common shares.
Brokers, banks and other holders of record who hold common shares for beneficial owners in street name may vote
such common shares on “routine” matters (as determined under New York Stock Exchange (“NYSE”) rules), such
as Proposal Four, without specific voting instructions from the beneficial owner of such common shares. Such
brokers, banks and other holders of record may not, however, vote such common shares on “non-routine” matters,
such as Proposal One, Proposal Two and Proposal Three, without specific voting instructions from the beneficial
owner of such common shares. Proxies that are signed and submitted by such brokers, banks and other holders of
record that have not been voted on “non-routine” matters are referred to as “broker non-votes.” Broker non-votes
will not be counted for purposes of determining the number of common shares necessary for approval of any
matter to which broker non-votes apply (i.e., broker non-votes will have no effect on the outcome of such matter).
Householding
SEC rules allow multiple shareholders residing at the same address the convenience of receiving a single copy
of the Annual Report to Shareholders, proxy materials and Notice of Internet Availability if they consent to do
so (“householding”). Householding is permitted only in certain circumstances, including when you have the
same last name and address as another shareholder. If the required conditions are met, and SEC rules allow, your
household may receive a single copy of the Annual Report to Shareholders, proxy materials and Notice of Internet
Availability. Upon request, we will promptly deliver a separate copy of the Annual Report to Shareholders, proxy
materials and Notice of Internet Availability, as applicable, to a shareholder at a shared address to which a single
copy of the document(s) was delivered. Such a request should be made in the same manner as a revocation of
consent for householding.
You may revoke your consent for householding at any time by contacting Broadridge Financial Solutions, Inc.
(“Broadridge”), either by calling 1-800-542-1061, or by writing to: Broadridge, Householding Department,
51 Mercedes Way, Edgewood, New York 11717. You will be removed from the householding program within
30 days of receipt of your instructions, at which time you will be sent separate copies of these documents.
Beneficial shareholders can request more information about householding from their brokers, banks or other
holders of record.
Tabulation of Votes
Tabulation of the votes cast at the Annual Meeting will be performed by Broadridge, as inspected by our duly
appointed inspectors of election.
Board’s Recommendations
Subject to revocation, all proxies that are properly completed and timely received will be voted in accordance
with the instructions contained therein. If no instructions are given (excluding broker non-votes), the persons
named as proxy holders will vote the common shares in accordance with the recommendations of the Board. The
Board’s recommendations are set forth together with the description of each proposal in this Proxy Statement. In
summary, the Board recommends a vote: (1) FOR the election of its nominated slate of directors (see Proposal
One); (2) FOR the approval of the 2012 LTIP (see Proposal Two); (3) FOR the approval, on an advisory basis, of
the compensation of our named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of
Regulation S-K, including the Compensation Disclosure and Analysis, compensation tables and the narrative
discussion accompanying the tables (see Proposal Three); and (4) FOR the ratification of Deloitte & Touche LLP as
our independent registered public accounting firm for fiscal 2012 (see Proposal Four). If any other matter properly
comes before the Annual Meeting, or if a director nominee named in this Proxy Statement is unable to serve or for
good cause will not serve, the proxy holders will vote on such matter or for a substitute nominee as recommended
by the Board.