Big Lots 2011 Annual Report Download - page 76

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For a more detailed discussion of how our executive compensation program reflects these objectives and our
executive compensation philosophy, including information about the 2011 compensation of our named executive
officers, we encourage you to read the CD&A as well as the Summary Compensation Table and other related
compensation tables in this Proxy Statement.
We request that our shareholders indicate their support for the compensation of our named executive officers as
disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K by approving the following resolution:
“RESOLVED, that the shareholders of Big Lots approve, on an advisory basis, the compensation
of the named executive officers of Big Lots, as disclosed in Big Lots’ Proxy Statement for the 2012
Annual Meeting of Shareholders pursuant to Item 402 of Regulation S-K, including the Compensation
Discussion and Analysis, compensation tables and the narrative discussion accompanying the tables.”
The vote on the approval of the compensation of our named executive officers is advisory, which means that the
vote is not binding on the Board, the Compensation Committee or us. If a majority of the votes are cast against
the approval of the compensation of our named executive officers, the Board and the Compensation Committee
will evaluate whether to take any actions to address the concerns of the shareholders with respect to our executive
compensation program.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE COMPENSATION
OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT
PURSUANT TO ITEM 402 OF REGULATION S-K, INCLUDING THE CD&A, COMPENSATION
TABLES AND THE NARRATIVE DISCUSSION ACCOMPANYING THE TABLES.
AUDIT COMMITTEE DISCLOSURE
General Information
The Audit Committee consists of three outside directors of the Board. Our common shares are listed on the NYSE.
The members of the Audit Committee have been reviewed by the Board and determined to be independent within
the meaning of all applicable SEC regulations and the listing standards of the NYSE.
The charter of the Audit Committee states that the purpose of the Audit Committee is to assist the Board in its
oversight of:
• the integrity of our financial statements and financial reporting process, and our systems of internal
accounting and financial controls;
• our compliance with legal and regulatory requirements, including our disclosure controls
and procedures;
• the annual independent audit of our financial statements, the engagement of our independent registered
public accounting firm, and the evaluation of the firm’s qualifications, independence and performance;
• the performance of our internal audit function;
• the evaluation of enterprise risk issues; and
• the fulfillment of other responsibilities set forth in its charter.
The full text of the Audit Committee’s charter is available in the Investor Relations section of our website
(www.biglots.com) under the “Corporate Governance” caption. The Audit Committee regularly reviews its
responsibilities as outlined in its charter, prepares an annual agenda to include all of its responsibilities and
conducts a self-assessment and review of the charter annually. The Audit Committee believes it fulfilled its
responsibilities under the charter in fiscal 2011.
The Audit Committee schedules its meetings with a view towards ensuring that it devotes appropriate attention to
all of its responsibilities. The Audit Committee’s meetings include, whenever appropriate, executive sessions with
the independent registered public accounting firm and the internal audit service provider, in each case without