Big Lots 2007 Annual Report Download - page 23

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Communications with the Board
Shareholders and other parties interested in communicating directly with the Board, with specified individual
directors or with the outside directors as a group, may do so by choosing one of the following options:
Call the Board at: [phone]
Write to the Board at: Big Lots Board of Directors, 300 Phillipi Road, Columbus, Ohio 43228-5311
E-mail the Board at: www.ci-wackenhut.com/getreal.htm
Under a process approved by the Nominating/Corporate Governance Committee for handling correspondence
received by us and addressed to outside directors, our General Counsel reviews all such correspondence and
forwards to the Board or appropriate members of the Board a summary and/or copies of any such correspondence
that deals with the functions of the Board, members or committees thereof or otherwise requires their attention.
Directors may at any time review a log of all correspondence received by us and directed to members of the Board
and may request copies of any such correspondence. Concerns relating to our accounting, internal accounting
controls or auditing matters will be referred to members of the Audit Committee. Concerns relating to the Board
or members of senior management will be referred to the members of the Nominating/Corporate Governance
Committee. Parties submitting communications to the Board may choose to do so anonymously or confidentially.
Except when communications are sent anonymously or confidentially, parties sending written communications to
the Board will receive a written acknowledgement upon our receipt of the communication.
DIRECTOR COMPENSATION
Retainers and Fees
Under the Big Lots, Inc. Non-Employee Director Compensation Package established by the Board, each outside
director is compensated for Board and committee participation. The retainers and fees for outside directors in
fiscal 2007 consisted of: (i) an annual retainer of $45,000; (ii) an additional annual retainer of $10,000 for the chair
of the Audit Committee; (iii) an additional annual retainer of $5,000 for the chairs of the Compensation Committee
and the Nominating/Corporate Governance Committee; (iv) $1,500 for each Board meeting attended in person;
(v) $1,000 for each committee meeting attended in person; (vi) $500 for each Board or committee meeting attended
telephonically; and (vii) the ability to nominate a charity to receive a donation of up to $10,000 from us. During
fiscal 2007, Messrs. Berger, Berman, Kollat, Mallott, Solt, Tener and Tishkoff, and Ms. Lauderback qualified
as outside directors and, thus, received compensation for their Board service. Due to his employment with us,
Mr. Fishman did not qualify as an outside director and did not receive compensation for his service as a director.
The compensation received by Mr. Fishman as an employee is shown in the Summary Compensation Table
included in this Proxy Statement.
Stock Options
In addition to the retainers and fees, outside directors receive an annual stock option grant under the Big Lots,
Inc. Amended and Restated Director Stock Option Plan (“Director Stock Option Plan”). The number of common
shares available under the Director Stock Option Plan initially consisted of the original allocation of 500,000
common shares (781,250 common shares as adjusted to account for the five-for-four stock splits which occurred in
December 1996 and June 1997). The Director Stock Option Plan is administered by the Compensation Committee.
Neither the Board nor the Compensation Committee exercises any discretion in administering the Director Stock
Option Plan, and the administration performed by the Compensation Committee is ministerial in nature. A formula
set forth in the Director Stock Option Plan provides for an automatic annual grant of stock options to each outside
director. The formula which governs the grant of stock options to eligible participants may be amended by the
Board, but not more frequently than once in any six-month period. Under the current formula, each outside director
is granted annually an option to acquire 10,000 of our common shares at an exercise price equal to the closing price
of our common shares on the NYSE on the grant date.