Big Lots 2008 Annual Report Download - page 143

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75
Management assessed the effectiveness of our internal control system as of January 31, 2009. In making its
assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control ― Integrated Framework. Based on this assessment, management,
including the Chief Executive Officer and Chief Financial Officer, concluded that we maintained effective
internal control over financial reporting as of January 31, 2009.
Our independent registered public accounting firm, Deloitte & Touche LLP, has issued an attestation report on
our internal control over financial reporting. The report appears in the Financial Statements and Supplementary
Data section of this Form 10-K.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f)
and 15d-15(f) of the Exchange Act) that occurred during our most recent fiscal quarter that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information contained under the captions “Proposal One: Election of Directors,” “Governance,” and
“Stock Ownership” in the 2009 Proxy Statement, with respect to directors, shareholder nomination procedures,
the code of ethics, the Audit Committee, our audit committee financial experts, and Section 16(a) beneficial
ownership reporting compliance, is incorporated herein by reference in response to this item. The information
contained in Part I under the caption “Supplemental Item. Executive Officers of the Registrant,” with respect to
executive officers, is incorporated herein by reference with response to this item.
ITEM 11. EXECUTIVE COMPENSATION
The information contained under the captions “Governance,” “Director Compensation,” and “Executive Compensation”
in the 2009 Proxy Statement, with respect to corporate Compensation Committee interlocks and insider participation,
director compensation, the Compensation Committee Report, and executive compensation, is incorporated herein by
reference in response to this item.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
Equity Compensation Plan Information
The following table summarizes information as of January 31, 2009, relating to our equity compensation plans
pursuant to which our common shares may be issued.
Plan Category
Number of securities to
be issued upon exercise
of outstanding options,
warrants, and rights (#)
(a)
Weighted-average
exercise price of
outstanding options,
warrants, and rights ($)
(b)
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a)) (#)
(c)
Equity compensation plans approved by
security holders ................ 3,960,568(1)(2) 19.42 4,039,862(3)
Equity compensation plans not approved
by security holders.............. — — —
Total 3,960,568 19.42 4,039,862