Big Lots 2011 Annual Report Download - page 23

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that must be met by a nominee for director recommended by the Committee and has not adopted a policy with
regard to the consideration of diversity in identifying director nominees, the Committee considers factors such
as the prospective nominee’s relevant experience, character, intelligence, independence, commitment, judgment,
prominence, age, and compatibility with our CEO and other members of the Board. The Nominating / Corporate
Governance Committee also considers other relevant factors that it deems appropriate, including the current
composition of the Board, diversity, the balance of management and independent directors, and the need for
committee expertise. Before commencing a search for a new director nominee, the Nominating / Corporate
Governance Committee confers with the Board regarding the factors it intends to consider in its search.
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.
After completing its 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. The Board then
decides whether to approve the 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 by the
chair of the Nominating / Corporate Governance Committee and our CEO, after approval by the Board.
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. The Nominating/Corporate
Governance Committee retained a search firm to assist in identifying a prospective Board member in connection
with Mr. Kollat’s retirement from the Board at the Annual Meeting.
Majority Vote Policy and Standard
Our Amended Articles of Incorporation impose a majority vote standard in uncontested elections of directors
and our Corporate Governance Guidelines contain a majority vote policy applicable to uncontested elections of
directors. Article Eighth of our Amended Articles of Incorporation provides that if a quorum is present at the
Annual Meeting, a director nominee in an uncontested election shall be elected to the Board if the number of votes
cast for such nominee’s election exceeds the number of votes cast against and/or withheld from such nominee’s
election. The majority vote policy contained in our Corporate Governance Guidelines requires any nominee for
director who does not receive more votes cast for such nominee’s election than votes cast against and/or withheld
as to his or her election to deliver his or her resignation from the Board to the Nominating / Corporate Governance
Committee. See the “About the Annual Meeting - Vote Required to Approve a Proposal - Proposal One” section of
this Proxy Statement for more information about what constitutes an uncontested election. Abstentions and broker
non-votes have no effect in determining whether the required affirmative majority vote has been obtained. 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. 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.