Big Lots 2011 Annual Report Download - page 29

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voting power over the shares. In its Schedule 13G/A, this reporting person indicated that its wholly-owned
subsidiary, Vanguard Fiduciary Trust Company, was the beneficial owner and directs the voting of 90,985
common shares.
(4) In its Schedule 13G filed on February 9, 2012, BlackRock, Inc., 40 East 52nd Street, New York, NY 10022,
stated that it beneficially owned the number of common shares reported in the table as of December 31, 2011,
had sole voting power and sole dispositive power over all of the shares, and had no shared voting power or
shared dispositive power over the shares.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own
more than 10% of our outstanding common shares, to file with the SEC and the NYSE initial reports of ownership
and reports of changes in ownership of our common shares. Executive officers, directors and greater than 10%
shareholders are required by the regulations of the SEC to furnish us with copies of all Section 16(a) reports they
file. Based solely upon a review of the Section 16(a) reports filed on behalf of these persons with the SEC and the
written representations of our directors and executive officers that no other reports were required by them, we
believe that all of our directors and executive officers and greater than 10% shareholders complied during fiscal
2011 with the reporting requirements of Section 16(a) of the Exchange Act.
PROPOSAL TWO: APPROVAL OF THE BIG LOTS 2012 LONG-TERM INCENTIVE PLAN
Based on the recommendation of the Compensation Committee (referred to as the “Committee” for purposes of
this Proposal Two), the Board unanimously adopted, subject to shareholder approval at the Annual Meeting, the
2012 LTIP on March 30, 2012. If our shareholders approve the 2012 LTIP, it will become effective on May 23, 2012,
and will replace the 2005 LTIP which will be frozen and no new awards will be granted thereunder. The Board
recommends that shareholders approve the 2012 LTIP.
The 2012 LTIP is designed to support our long-term business objectives in a manner consistent with our executive
compensation philosophy. The Board believes that by allowing us to continue to offer our employees long-term
equity and qualified performance-based compensation through the 2012 LTIP, we will promote the following
key objectives:
• aligning the interest of salaried employees, outside directors and consultants with those of our
shareholders through increased participant ownership of our common shares; and
• attracting, motivating and retaining experienced and highly qualified salaried employees, outside
directors and consultants who will contribute to our financial success.
As with the 2005 LTIP, the 2012 LTIP is an omnibus plan that provides for a variety of types of Awards to maintain
flexibility. The 2012 LTIP will permit grants of (1) non-qualified stock options (“NQSOs”), (2) incentive stock
options (“ISOs”) as defined in Section 422 of the Internal Revenue Code of 1986, as amended and including
applicable rules, regulations and authoritative interpretations thereunder (“IRC”), (3) stock appreciation rights
(“SARs”), (4) restricted stock, (5) restricted stock units, (6) deferred stock units, (7) performance shares,
(8) performance share units, (9) performance units, (10) cash-based awards, and (11) other stock-based awards
(NQSOs, ISOs, SARs, restricted stock, restricted stock units, deferred stock units, performance shares,
performance share units, performance units, cash-based awards and other stock-based awards are referred to
collectively as “Awards”). All of our and our affiliates’ employees, outside directors and consultants are eligible to
receive Awards under the 2012 LTIP.
The total number of common shares available for Awards under the 2012 LTIP is equal to the sum of (1) 7,750,000
newly issued common shares plus (2) any common shares subject to the 4,702,362 outstanding awards as of
March 15, 2012 under the 2005 LTIP that on or after March 15, 2012 cease for any reason to be subject to such
awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in
vested and nonforfeitable common shares). The Board believes that this number represents a reasonable amount of
potential equity dilution and provides a powerful incentive for employees to increase the value of Big Lots for all of
our shareholders.