Big Lots 2009 Annual Report Download - page 18

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Brokers, banks and other holders of record who hold common shares for beneficial owners in “street name” may
vote such common shares on “routine” matters, such as Proposal Two, Proposal Three, Proposal Four, Proposal
Five and Proposal Six, without specific voting instructions from the beneficial owner of such common shares. Such
brokers, banks and other holders of record may not, however, vote such common shares on “non-routine” matters,
such as the election of directors, without specific voting instructions from the beneficial owner of such common
shares. Proxies that are signed and submitted by such brokers, banks and other holders of record that have not been
voted on certain matters as described in the previous sentence are referred to as “broker non-votes.” Broker non-
votes will not be counted for purposes of determining the number of common shares necessary for approval of any
matter to which broker non-votes apply (i.e., broker non-votes will have no effect on the outcome of such matter).
Householding
SEC rules allow multiple shareholders residing at the same address the convenience of receiving a single copy
of the annual report to shareholders, proxy statement and Notice of Internet Availability if they consent to do so
(“householding”). Householding is permitted only in certain circumstances, including when you have the same last
name and address as another shareholder. If the required conditions are met, and SEC rules allow, your household
may receive a single copy of the annual report to shareholders, proxy statement and Notice of Internet Availability.
Upon request, we will promptly deliver a separate copy of the annual report to shareholders, proxy statement
and Notice of Internet Availability, as applicable, to a shareholder at a shared address to which a single copy of
the document(s) was delivered. Such a request should be made in the same manner as a revocation of consent
for householding.
You may revoke your consent for householding at any time by contacting Broadridge Financial Solutions, Inc.
(“Broadridge”), either by calling 1-800-542-1061, or by writing to: Broadridge, Householding Department,
51 Mercedes Way, Edgewood, New York 11717. You will be removed from the householding program within
30 days of receipt of your instructions, at which time you will be sent separate copies of these documents.
Beneficial shareholders can request more information about householding from their brokers, banks or other
holders of record.
Tabulation of Votes
Tabulation of the votes cast at the Annual Meeting will be performed by Broadridge, as inspected by our duly
appointed inspectors of election.
Board’s Recommendations
Subject to revocation, all proxies that are properly completed and timely received will be voted in accordance with
the instructions contained therein. If no instructions are given (excluding broker non-votes), the persons named as
proxy holders will vote the common shares in accordance with the recommendations of the Board. The Board’s
recommendations are set forth together with the description of each proposal in this Proxy Statement. In summary,
the Board recommends a vote: (i) FOR the election of its nominated slate of directors (see Proposal One); (ii) FOR
the approval of the amended and restated 2005 Incentive Plan (see Proposal Two); (iii) FOR the approval of the
amended and restated 2006 Bonus Plan (see Proposal Three); (iv) FOR the amendment to our Amended Articles of
Incorporation (see Proposal Four); (v) FOR the amendment to our Code of Regulations (see Proposal Five); and (vi)
FOR the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2010
(see Proposal Six). If any other matter properly comes before the Annual Meeting, or if a director nominee named
in this Proxy Statement is unable to serve or for good cause will not serve, the proxy holders will vote on such
matter or for a substitute nominee as recommended by the Board.
Quorum
The presence, in person or by proxy, of the holders of a majority of the outstanding common shares entitled to
be voted at the Annual Meeting will constitute a quorum, permitting us to conduct our business at the Annual
Meeting. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of
the number of common shares considered to be represented at the Annual Meeting for purposes of establishing
a quorum.