Big Lots 2009 Annual Report Download - page 113

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each case the effect of such agreements, arrangements or understandings on any voting or economic
rights of equity securities of the corporation, in each case as of the date of the notice and in each case
describing any changes in voting or economic rights which may arise pursuant to the terms of such
agreements, arrangements or understandings, (II) to the extent not covered in clause (ii)(I) above, any
disclosures that would be required pursuant to Item 5 or Item 6 of Schedule 13D under the Exchange
Act (regardless of whether the requirement to file a Schedule 13D is applicable to the shareholder or
beneficial owner), and (III) a representation that the shareholder will notify the corporation in writing
within five business days after the record date for such meeting of the information set forth in clause
(ii)(I) and (i)(II) above as of such record date;
(iii) set forth, as to each person, if any, whom the shareholder proposes to nominate for election or
reelection to the board of directors of the corporation (I) all information relating to such person that is
required to be disclosed in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder (including such person’s written
consent to being named in the proxy statement as a nominee and to serving as a director if elected)
and (II) a description of all direct and indirect compensation and other material monetary agreements,
arrangements and understandings during the past three years, and any other material relationships,
between or among such shareholder and beneficial owner, if any, and their respective affiliates and
associates, or others acting in concert therewith, on the one hand, and each proposed shareholder
nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the
other hand, including without limitation all information that would be required to be disclosed pursuant
to Rule 404 promulgated under Regulation S-K promulgated by the U. S. Securities and Exchange
Commission if the shareholder making the nomination and any beneficial owner on whose behalf the
nomination is made, if any, or any affiliate or associate therewith or person acting in concert therewith,
were the “registrant” for purposes of such rule and the nominee were a director or executive officer of
such registrant;
(iv) set forth a representation that such shareholder intends to appear at the meeting to bring such
nomination before the meeting;
(v) set forth such other information as may reasonably be required by the board of directors of the
corporation as described in the corporation’s proxy statement for the preceding year’s annual meeting;
(vi) be accompanied by the signed consent of each shareholder nominee to serve as a director of the
corporation if so elected; and
(vii) be followed, within five business days after the record date for such meeting, by the written
notice providing the information described in clauses (B)(i) and (B)(ii) above.
The corporation may require any proposed nominee to furnish such other information as may
reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve
as an independent director of the corporation or that could be material to a reasonable shareholder’s
understanding of the independence, or lack thereof, of such nominee.
(C) Only such persons who are nominated in accordance with the procedures set forth in this Section
1.07 shall be presented as shareholder nominees for election as directors at a meeting of shareholders. Except
as otherwise provided by law, the Articles of Incorporation of the corporation or these Regulations, the
board of directors of the corporation (or a designated committee thereof) shall have the power and duty to
determine whether a shareholder’s nomination was made in accordance with the procedures set forth in this
Section 1.07 and, if any proposed nomination is not in compliance with this Section 1.07, to declare that such
defective nomination shall be disregarded. In addition, at each shareholder meeting, the chairperson of the
meeting may refuse to acknowledge the nomination of any person by a shareholder not made in compliance
with the foregoing procedure.
(D) For purposes of this Section 1.07, “public announcement” shall mean disclosure in a press release
reported by a national news service or in a document publicly filed by the corporation with the U. S.
Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules
and regulations promulgated thereunder.