Big Lots 2009 Annual Report Download - page 112

E-1
APPENDIX E
Proposed Amendments to the Code of Regulations
of Big Lots, Inc. as Discussed under Proposal Five in this Proxy Statement
I. Proposed new Section 1.07 would be added to the Code of Regulations and would read as follows:
Section 1.07. Notice of Shareholder Director Nominations.
(A) Nomination(s) of persons for election to the board of directors of the corporation may be made at a
meeting of shareholders by any shareholder of the corporation who (i) was a shareholder of record at the time
the shareholder gives notice of such nomination(s) as provided for in this Section 1.07 and at the time of the
meeting, (ii) is entitled to vote at the meeting and (iii) complies with the notice procedures set forth in this
Section 1.07 as to such nomination. In order to assure that shareholders and the corporation have a reasonable
opportunity to consider nominations proposed to be brought before a meeting of shareholders and to allow
for full information to be distributed to shareholders, the procedures referenced in clause (iii) above shall
be the exclusive means for a shareholder to make nominations of candidates for election as directors of the
corporation (other than matters properly brought under Rule 14a-8 under the Securities and Exchange Act of
1934, as amended (the “Exchange Act”), and included in the corporation’s notice of meeting) before a meeting
of shareholders.
(B) Without qualification, for any nominations of persons to be elected as directors of the corporation
to be properly brought before a shareholder meeting by a shareholder pursuant to Section 1.07(A)(iii), the
shareholder must have given timely notice thereof in proper written form to the corporation’s secretary. To
be timely, a shareholder’s notice shall be delivered to the secretary at the principal executive offices of the
corporation not later than the close of business on the 90th day nor earlier than the close of business on the
130th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in
the event that the date of the annual meeting is more than 30 days before or more than 60 days after such
anniversary date, notice by the shareholder to be timely must be so delivered not earlier than the close of
business on the 130th day prior to such annual meeting and not later than the close of business on the later of
the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of
the date of such meeting is first made by the corporation. In no event shall any adjournment of a shareholder
meeting or the announcement thereof commence a new time period for the giving of a shareholder’s notice as
described above. To be in proper written form, a shareholder’s notice to the secretary must:
(i) set forth, as to the shareholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination is made (I) the name and address of such shareholder, as they appear on the
corporation’s books, and the name and address of such beneficial owner, (II) the class and number of
shares of the corporation which are held of record by such shareholder as of the date of the notice, and a
representation that the shareholder will notify the corporation in writing within five business days after
the record date for such meeting of the class and number of shares of the corporation held of record by
such shareholder on such record date, (III) the class and number of shares of the corporation which are
held of record or are beneficially owned (within the meaning of Section 13(d) of the Exchange Act) by
such beneficial owner as of the date of the notice, and a representation that the shareholder will notify
the corporation in writing within five business days after the record date for such meeting of the class
and number of shares of the corporation beneficially owned by such shareholder and such beneficial
owner on such record date, (IV) any other information relating to such shareholder and beneficial
owner, if any, that would be required to be disclosed in a proxy statement or other filings required to
be made in connection with solicitations of proxies for the election of directors in a contested election
pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, and
(V) such shareholder’s and beneficial owner’s written consent to the public disclosure of information
provided to the corporation pursuant to this Section 1.07;
(ii) set forth, as to the shareholder giving the notice or, if given on behalf of a beneficial owner, as
to the beneficial owner on whose behalf the nomination is made (I) any agreements, arrangements or
understandings entered into by the shareholder or beneficial owner, as appropriate, and any affiliate
thereof with respect to equity securities of the corporation, including any put or call arrangements,
derivative securities, short positions, borrowed shares or swap or similar arrangements, specifying in