Big Lots 2009 Annual Report Download - page 111
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D-1
APPENDIX D
Proposed Amendments to the Amended Articles of Incorporation
of Big Lots, Inc. as Discussed under Proposal Four in this Proxy Statement
I. Proposed new Article Eighth would be added to the Amended Articles of Incorporation and would read as
follows:
Eighth: At each meeting of shareholders for the election of directors at which a quorum is present, a nominee
for election as a director in an uncontested election shall be elected to the Board of Directors if the number
of votes cast for such nominee’s election exceeds the number of votes cast against and/or withheld from
such nominee’s election. For purposes of this Article EIGHTH, brokers’ non-votes and abstentions will not
be considered votes cast for or against or withheld from a nominee’s election at the shareholder meeting.
In all director elections other than uncontested elections, the nominees receiving the greatest number of
votes shall be elected. For purposes of this Article, an “uncontested election” means an election of directors
at a meeting of shareholders in which the number of nominees for election does not exceed the number of
directors to be elected and with respect to which no shareholder has submitted to the corporation notice of an
intent to nominate a candidate for election as a director at such meeting in accordance with the corporation’s
Code of Regulations, as it may be amended from time to time (the “Regulations”), or, if such a notice has
been submitted with respect to such meeting, prior to the commencement of the election of directors at such
meeting, each such notice with respect to such meeting has been (A) withdrawn by its respective submitting
shareholder in writing to the secretary of the corporation, (B) determined not to be a valid and effective
notice of nomination (such determination to be made by the Board of Directors (or a designated committee
thereof) pursuant to the Regulations, or, if challenged in court, by final court order) or (C) determined not to
create a bona fide election contest by the Board of Directors (or a designated committee thereof).
II. Article Eighth of the Amended Articles of Incorporation would be renumbered “Article Ninth” and Article
Ninth of the Amended Articles of Incorporation would be renumbered “Article Tenth”.