Big Lots 2012 Annual Report Download - page 19

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company directorships held by each nominee during the past five years. Directors are elected to serve until the next
annual meeting of shareholders and until their respective successors are elected and qualified, or until their earlier
death, resignation or removal.
As previously announced, on December 4, 2012, Steven S. Fishman notified our Board that he intends to retire
as our Chairman, CEO and President upon the appointment of his successor. Our Board has formed an ad hoc
Search Committee for the purpose of identifying a new CEO to replace Mr. Fishman. The Search Committee has
been assisted in its recruitment efforts by an independent executive search firm that provides research and other
pertinent information regarding potential candidates, and the search process is ongoing.
In connection with his retirement, Mr. Fishman intends to resign from his positions as CEO and President once his
successor is appointed. However, if that appointment occurs prior to the Annual Meeting, Mr. Fishman intends to
maintain his position on our Board through the Annual Meeting. In such case, our Board expects Mr. Fishman to
resign from our Board, and our Board expects to appoint his successor to fill the resulting vacancy.
Current Committee Membership
Name Age
Director
Since
Audit
Committee
Compensation
Committee
Nominating /
Corporate
Governance
Committee
Strategic
Planning
Committee
Search
Committee
Jeffrey P. Berger 63 2006 ** ** **
James R. Chambers 55 2012 *
Steven S. Fishman 62 2005
Peter J. Hayes 70 2008 * *
Brenda J. Lauderback 62 1997 * *
Philip E. Mallott 55 2003 ** * *
Russell Solt 65 2003 ** *
James R. Tener 63 2005 * *
Dennis B. Tishkoff 69 1991 *
* Committee Member
** Committee Chair
Jeffrey P. Berger is the former Executive Vice President, Global Foodservice of H.J. Heinz Company (food
manufacturer and marketer), and President and Chief Executive Officer of Heinz North America Foodservice (food
manufacturer and marketer). Mr. Berger is also currently a director of GNC Holdings, Inc. (health and wellness
specialty retailer). The Board would be well served by the perspective provided by Mr. Berger’s 14 years of
experience as a chief executive of a multibillion dollar company, his service on another public company board and
his qualification as an “audit committee financial expert,” as defined by applicable SEC rules.
James R. Chambers is the President and Chief Operating Officer of Weight Watchers International, Inc. (weight
management services provider). He previously served as President of the US Snacks and Confectionery business
unit and General Manager of the Immediate Consumption Channel of Kraft Foods Inc. (food manufacturer).
Mr. Chambers also served as President and CEO of Cadbury Americas (confectionery manufacturer), and as the
President and Chief Executive Officer of Remy Amerique, Inc. (spirits manufacturer). Prior to his employment with
Remy Amerique, Inc., Mr. Chambers served as the Chief Executive Officer of Paxonix, Inc. (online branding and
packaging process solutions business), as the Chief Executive Officer of Netgrocer.com (online grocery retailer),
and as the Group President of Information Resources, Inc. (global market research provider). Mr. Chambers spent
the first 17 years of his career at Nabisco (food manufacturer), where he held leadership roles in sales, distribution,
marketing and information technology, culminating in the role of President, Refrigerated Foods. Mr. Chambers
previously served as a director of B&G Foods (food manufacturer) for seven years where he chaired the