Big Lots 2009 Annual Report Download - page 16

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Big Lots, Inc.
300 Phillipi Road
Columbus, Ohio 43228
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors
(“Board”) of Big Lots, Inc., an Ohio corporation (“we,” “us,” “our” and “Big Lots”), for use at the 2010 Annual
Meeting of Shareholders to be held on May 27, 2010 (“Annual Meeting”), at our corporate offices located at
300 Phillipi Road, Columbus, Ohio at 9:00 a.m. EDT. On or about April 13, 2010, we began mailing to our
shareholders of record at the close of business on March 29, 2010, a Notice of Internet Availability containing
instructions on how to access the Notice of Annual Meeting of Shareholders, this Proxy Statement and our Annual
Report to Shareholders for the fiscal year ended January 30, 2010 (“fiscal 2009”).
ABOUT THE ANNUAL MEETING
Purpose of the Annual Meeting
At the Annual Meeting, shareholders will act upon the matters outlined in the Notice of Annual Meeting
included with this Proxy Statement. Specifically, the shareholders will be asked to: (i) elect nine directors to the
Board; (ii) approve the amended and restated Big Lots 2005 Long-Term Incentive Plan (“2005 Incentive Plan”);
(iii) approve the amended and restated Big Lots 2006 Bonus Plan (“2006 Bonus Plan”); (iv) approve amendments
to our Amended Articles of Incorporation to institute majority voting in uncontested director elections; (v) approve
amendments to our Code of Regulations to establish procedures for the advance notice of shareholder nominations
of directors at shareholder meetings; (vi) ratify the appointment of Deloitte & Touche LLP as our independent
registered public accounting firm for the fiscal year ending January 29, 2011 (“fiscal 2010”); and (vii) transact such
other business as may properly come before the Annual Meeting.
Shareholder Voting Rights
Only those shareholders of record at the close of business on March 29, 2010, the record date for the Annual
Meeting, are entitled to receive notice of, and to vote at, the Annual Meeting. At the record date, we had
outstanding 81,087,990 common shares, $0.01 par value per share. Each of the outstanding common shares entitles
the holder thereof to one vote on each matter to be voted upon at the Annual Meeting or any postponement or
adjournment thereof. The holders of common shares have no cumulative voting rights in the election of directors.
All voting shall be governed by our Amended Articles of Incorporation, our Code of Regulations and the General
Corporation Law of the State of Ohio.
Registered Shareholders and Beneficial Shareholders
If our common shares are registered in your name directly with our transfer agent, Computershare Investor
Services, LLC, you are considered, with respect to those common shares, a registered shareholder. If our common
shares are held for you in a brokerage account or by a bank or other holder of record, you are considered the
beneficial shareholder of the common shares held in street name.