Big Lots 2008 Annual Report Download - page 62

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- 49 -
Audit Committee Report
The Audit Committee has reviewed and discussed the audited financial statements for fiscal 2008 with
management and the independent registered public accounting firm. The Audit Committee has discussed with the
independent registered public accounting firm the matters required to be discussed by the Statement on Auditing
Standards No. 61 (Communication with Audit Committees), as amended. The Audit Committee has received the
written disclosures and the letter from the independent registered public accounting firm required by applicable
requirements of the Public Company Accounting Oversight Board regarding the independent registered public
accounting firm’s communications with the Audit Committee concerning independence, and has discussed with
the independent registered public accounting firm its independence. Based on these reviews and discussions, the
undersigned members of the Audit Committee recommended to the Board that the audited consolidated financial
statements for fiscal 2008 be included in our Form 10-K for filing with the SEC.
Members of the Audit Committee
Philip E. Mallott, Chair
Jeffrey P. Berger
Russell Solt
PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2009
At its March 3, 2009 meeting, the Audit Committee appointed Deloitte & Touche LLP as our independent
registered public accounting firm for fiscal 2009. The submission of this matter for approval by shareholders is not
legally required; however, we believe that such submission is consistent with best practices in corporate governance
and is another opportunity for shareholders to provide direct feedback on an important issue of our corporate
governance. If the shareholders do not approve the ratification of the appointment of Deloitte & Touche LLP, the
selection of such firm as our independent registered public accounting firm will be reconsidered by the Audit
Committee.
A representative of Deloitte & Touche LLP will be present at the Annual Meeting to respond to appropriate
questions and to make a statement if so desired.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO RATIFY
THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL 2009.
PROPOSAL THREE: SHAREHOLDER PROPOSAL REGARDING MAJORITY VOTING IN
UNCONTESTED DIRECTOR ELECTIONS
We have been notified by the United Brotherhood of Carpenters Pension Fund (“proponent”) that it intends to
present the following shareholder proposal for consideration at the Annual Meeting. The proponent, whose address
is 101 Constitution Avenue, N.W., Washington, D.C. 20001, beneficially owns 1,335 of our common shares. We
are not responsible for the content of the shareholder proposal and the proponent’s supporting statement, which are
presented below as they were submitted to us. The Board recommends a vote AGAINST the shareholder proposal.
Shareholder Proposal and Supporting Statement
“Director Election Majority Vote Standard Proposal
Resolved: That the shareholders of Big Lots, Inc. (“Company”) hereby request that the Board of Directors initiate
the appropriate process to amend the Company’s articles of incorporation to provide that director nominees
shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders, with a
plurality vote standard retained for contested director elections, that is, when the number of director nominees
exceeds the number of board seats.
Supporting Statement: In order to provide shareholders a meaningful role in director elections, the Company’s
director election vote standard should be changed to a majority vote standard. A majority vote standard would
require that a nominee receive a majority of the votes cast in order to be elected. The standard is particularly