Big Lots 2011 Annual Report Download - page 191

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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information contained under the captions “Proposal One: Election of Directors,” “Governance,” and
“Stock Ownership” in the 2012 Proxy Statement, with respect to directors, shareholder nomination procedures,
the code of ethics, the Audit Committee, our audit committee financial experts, and Section 16(a) beneficial
ownership reporting compliance, is incorporated herein by reference in response to this item. The information
contained in Part I under the caption “Supplemental Item. Executive Officers of the Registrant,” with respect to
executive officers, is incorporated herein by reference in response to this item.
ITEM 11. EXECUTIVE COMPENSATION
The information contained under the captions “Governance,” “Director Compensation,” and “Executive
Compensation” in the 2012 Proxy Statement, with respect to corporate Compensation Committee interlocks
and insider participation, director compensation, the Compensation Committee Report, and executive
compensation, is incorporated herein by reference in response to this item.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
Equity Compensation Plan Information
The following table summarizes information as of January 28, 2012, relating to our equity compensation plans
pursuant to which our common shares may be issued.
Plan Category
Number of securities to
be issued upon exercise
of outstanding options,
warrants, and rights (#)
(a)
Weighted-average
exercise price of
outstanding options,
warrants, and rights ($)
(b)
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a)) (#)
(c)
Equity compensation plans approved
by security holders . . . . . . . . . . . . . . . . . 3,676,423(1)(2) 28.36 2,809,146(3)
Equity compensation plans not approved
by security holders . . . . . . . . . . . . . . . . . — — —
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,676,423 28.36 2,809,146
(1) Includes stock options granted under the 2005 LTIP, the Director Stock Option Plan and 1996 LTIP. In
addition, we had 741,289 shares of unvested restricted stock outstanding under the 2005 LTIP.
(2) The common shares issuable upon exercise of outstanding stock options granted under each shareholder-
approved plan are as follows:
2005 LTIP .................................. 3,287,823
Director Stock Option Plan ..................... 158,000
1996 LTIP .................................. 230,600
(3) The common shares available for issuance under each shareholder-approved plan are as follows:
2005 LTIP .................................. 2,809,146
Director Stock Option Plan ..................... —
1996 LTIP .................................. —
The 1996 LTIP terminated on December 31, 2005. The Director Stock Option Plan terminated on May 30, 2008.
The number of common shares available for issuance under the 2005 LTIP is adjusted annually by adding 0.75%
of the total number of issued common shares (including treasury shares) as of the start of each of our fiscal
years that the 2005 LTIP is in effect. See note 7 to the accompanying consolidated financial statements.