Big Lots 2007 Annual Report Download - page 17

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Availability. Upon request, we will promptly deliver a separate copy of the annual report to shareholders, proxy
statement and Notice of Internet Availability, as applicable, to a shareholder at a shared address to which a single
copy of the document(s) was delivered. Such a request should be made in the same manner as a revocation of
consent for householding.
You may revoke your consent for householding at any time by contacting Broadridge Financial Solutions, Inc.
(“Broadridge”), either by calling 1-800-542-1061, or by writing to: Broadridge, Householding Department, 51
Mercedes Way, Edgewood, New York 11717. You will be removed from the householding program within 30 days
of receipt of your instructions, at which time you will receive separate copies of these documents.
Beneficial shareholders can request more information about householding from their brokers, banks or other
holders of record.
Tabulation of Votes
Tabulation of the votes cast at the Annual Meeting will be performed by Broadridge, as inspected by our duly
appointed inspectors of election.
Board’s Recommendations
Subject to revocation, all proxies that are properly completed and timely received will be voted in accordance with
the instructions contained therein. If no instructions are given (excluding broker non-votes), the persons named as
proxy holders will vote the common shares in accordance with the recommendations of the Board. The Board’s
recommendations are set forth together with the description of each proposal in this Proxy Statement. In summary,
the Board recommends a vote (i) FOR the election of the nominated slate of directors (see Proposal One), (ii) FOR
the approval of amendments to the 2005 Incentive Plan (see Proposal Two), and (iii) FOR the ratification of Deloitte
& Touche LLP as our independent registered public accounting firm for fiscal 2008 (see Proposal Three). If any
other matter properly comes before the Annual Meeting, or if a director nominee named in this Proxy Statement
is unable to serve or for good cause will not serve, the proxy holders will vote on such matter or for a substitute
nominee as recommended by the Board.
Vote Required to Approve a Proposal
Proposal One
For purposes of Proposal One, the nine director nominees receiving the greatest number of votes cast shall be
elected as directors. A properly executed proxy marked “withhold 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,
although it will be counted for purposes of determining whether there is a quorum. If you are a beneficial
shareholder, your broker, bank or other holder of record who is the registered holder of your common shares is
permitted to vote your common shares for the election of directors even if the broker, bank or other holder of record
does not receive voting instructions from you.
Other Matters
For purposes of Proposal Two, Proposal Three and any other matters that may properly come before the Annual
Meeting, 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. Under NYSE rules, approval of Proposal
Two also requires that a majority of shareholders entitled to vote actually cast a vote, whether in favor, against or in
abstention. A properly executed proxy marked “abstain” with respect to Proposal Two, Proposal Three or any other
matter that may properly come before the Annual Meeting will not be voted with respect to such matter, although
it will be counted for purposes of determining whether there is a quorum. Accordingly, an abstention will have the
effect of a negative vote. 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.
If you are a beneficial shareholder, your broker, bank or other holder of record may not be permitted to exercise
discretionary voting power with respect to some of the matters to be acted upon. Thus, if you do not give your
broker, bank or other holder of record specific voting instructions, your common shares may not be voted on those
matters and will not be counted in determining the number of common shares necessary for approval. Under