Big Lots 2008 Annual Report Download - page 65

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subsequent shareholder meeting. Conversely, under our existing majority vote policy, a director who receives fewer
“for” votes than “withhold” votes is required to promptly tender his or her resignation. The Board, in turn, will act
on the tendered resignation after considering all relevant factors in a process that will be publicly disclosed.
In addition, a Task Force of the American Bar Association Committee on Corporate Law studied the benefits
and detriments associated with a majority voting standard for director elections and decided not to recommend a
majority voting standard, stating:
“The Committee believes that it is not advisable to alter the existing plurality default rule. Although
the Committee is mindful of the criticisms of plurality voting, the Committee is currently persuaded
that the potential negative consequences of failed elections, combined with the uncertainty of applying
an untested voting standard as the default rule for public corporations, warrants the retention of the
plurality voting rule.”
We remain committed to strong corporate governance and it is our fiduciary duty to act in the best interests of
our shareholders. The proponent makes a generic, one-size-fits-all argument with respect to director elections
that is neither necessary nor appropriate for us. Under the current plurality voting standard, our shareholders have
consistently and overwhelmingly elected highly qualified directors. For the reasons presented above, we do not
believe that our interests, or the interests of our shareholders, would be best served by approving the shareholder
proposal or adopting the majority voting standard.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE AGAINST THE SHAREHOLDER
PROPOSAL REGARDING MAJORITY VOTING IN UNCONTESTED DIRECTOR ELECTIONS.
SHAREHOLDER PROPOSALS
Any proposals of shareholders which are intended to be presented at our 2010 annual meeting of shareholders must
be received by our Corporate Secretary at our corporate offices on or before December 15, 2009 to be eligible
for inclusion in our 2010 proxy statement and form of proxy. Such proposals must be submitted in accordance
with Rule 14a-8 of the Exchange Act. If a shareholder intends to present a proposal at our 2010 annual meeting of
shareholders without inclusion of that proposal in our 2010 proxy materials and written notice of the proposal is
not received by our Corporate Secretary at our corporate offices on or before March 1, 2010, or if we meet other
requirements of the SEC rules, proxies solicited by the Board for our 2010 annual meeting of shareholders will
confer discretionary authority on the proxy holders named therein to vote on the proposal at the meeting.
ANNUAL REPORT ON FORM 10-K
Our Form 10-K is included with this Proxy Statement in our 2008 Annual Report to Shareholders. Shareholders
may also receive a copy of our Form 10-K without charge by writing to: Investor Relations, Big Lots, Inc., 300
Phillipi Road, Columbus, Ohio 43228-5311. Our Form 10-K may also be accessed in the Investor Relations section
of our website (www.biglots.com) under the “SEC Filings” caption.
PROXY SOLICITATION COSTS
This solicitation of proxies is made by and on behalf of the Board. In addition to mailing the Notice of Internet
Availability (or, if applicable, paper copies of this Proxy Statement, the Notice of Annual Meeting of Shareholders
and the proxy card) to shareholders of record on the record date, brokers, banks and other holders of record must,
at our expense, provide our proxy materials to persons for whom they hold our common shares in order that such
common shares may be voted. Solicitation may also be made by our officers and regular employees personally
or by telephone, mail or electronic mail. Officers and employees who assist with solicitation will not receive any
additional compensation. The cost of the solicitation will be borne by us. We have also retained Georgeson Inc. to
aid in the solicitation of proxies for a fee estimated to be $6,500, plus reasonable out-of-pocket expenses.