Big Lots 2012 Annual Report Download - page 18

- 4 -
Quorum
The presence, in person or by proxy, of the holders of a majority of the outstanding common shares entitled to
be voted at the Annual Meeting will constitute a quorum, permitting us to conduct our business at the Annual
Meeting. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of
the number of common shares considered to be represented at the Annual Meeting for purposes of establishing
a quorum.
Vote Required to Approve a Proposal
Proposal One
Our Corporate Governance Guidelines contain a majority vote policy and our Amended Articles of Incorporation
impose a majority vote standard. Specifically, 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 will 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. In all director elections other than uncontested elections, the nine director
nominees receiving the greatest number of votes cast for their election will be elected as directors. An “uncontested
election” generally means an election of directors at a meeting of shareholders in which the number of director
nominees does not exceed the number of directors to be elected and with respect to which no shareholder has
submitted to us notice of an intent to nominate a candidate for election as a director at such meeting in accordance
with our Code of Regulations, or, if such a notice has been submitted with respect to such meeting, prior to the
commencement of the election of directors at such meeting, each such notice with respect to such meeting has been
(1) withdrawn by its respective submitting shareholder in writing to our Corporate Secretary, (2) determined not to
be a valid and effective notice of nomination, or (3) determined not to create a bona fide election contest.
A properly executed proxy marked as withholding authority with respect to the election of one or more nominees
for director will not be voted with respect to the nominee or nominees for director indicated. Broker non-votes will
not be considered votes cast for or against or withheld from a director nominee’s election at the Annual Meeting.
See the “Governance – Majority Vote Policy and Standard” section of this Proxy Statement for more information
about our majority vote policy and standard.
Other Matters
For purposes of Proposal Two and Proposal Three, the affirmative vote of the holders of a majority of the common
shares represented in person or by proxy and entitled to vote on each such matter will be required for approval.
The votes received with respect to Proposal Two and Proposal Three are advisory and will not bind the Board
or us. A properly executed proxy marked “abstain” with respect to Proposal Two and Proposal Three will not be
voted with respect to such matter, although it will be counted for purposes of determining the number of common
shares necessary for approval of such matter. Accordingly, an abstention will have the effect of a negative vote
for purposes of Proposal Two and Proposal Three. If no voting instructions are given (excluding broker non-
votes), the persons named as proxy holders on the proxy card will vote the common shares in accordance with the
recommendation of the Board.
PROPOSAL ONE: ELECTION OF DIRECTORS
At the Annual Meeting, the common shares represented by proxies will be voted, unless otherwise specified, for
the election of the nine director nominees named below. All nine nominees are currently directors on our Board.
Proxies cannot be voted at the Annual Meeting for more than nine persons.
Set forth below is certain information relating to the director nominees, including each nominee’s age (as of the
end of fiscal 2012), tenure as a director on our Board, current Board committee memberships, business experience
and principal occupation for the past five or more years, the specific experience, qualifications, attributes or skills
of each nominee that led to the conclusion that the nominee should serve as a director (which are in addition to
the general qualifications discussed in the “Selection of Nominees by the Board” section below), and other public