Big Lots 2009 Annual Report Download - page 19

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Vote Required to Approve a Proposal
Proposal One
For purposes of Proposal One, the nine director nominees receiving the greatest number of votes cast shall be
elected as directors. A properly executed proxy marked as withholding authority with respect to the election of one
or more nominees for director will not be voted with respect to the nominee or nominees for director indicated,
although it will be counted for purposes of determining whether there is a quorum.
Under our Corporate Governance Guidelines, in an uncontested election (i.e., when all nominees are recommended
by the Board and the number of nominees is equal to or less than the number of Board seats), any nominee for
director who receives fewer votes “for” his or her election than votes “withheld” is required to promptly tender
to the chair of the Nominating / Corporate Governance Committee a letter of resignation from the Board. See the
“Governance — Majority Vote Policy” section of this Proxy Statement for more information about this policy.
Other Matters
For purposes of Proposal Two, Proposal Three, Proposal Four, Proposal Five and Proposal Six, the affirmative vote
of the holders of a majority of the common shares represented in person or by proxy and entitled to vote on each
such matter will be required for approval. A properly executed proxy marked “abstain” with respect to Proposal
Two, Proposal Three, Proposal Four, Proposal Five or Proposal Six will not be voted with respect to such matter,
although it will be counted for purposes of determining the number of common shares necessary for approval of
such matter. Accordingly, an abstention will have the effect of a negative vote. If no voting instructions are given
(excluding broker non-votes), the persons named as proxy holders on the proxy card will vote the common shares in
accordance with the recommendation of the Board.
PROPOSAL ONE: ELECTION OF DIRECTORS
At the Annual Meeting, the common shares represented by proxies will be voted, unless otherwise specified, for
the election of the nine director nominees named below. All nine nominees are currently directors on the Board.
Proxies cannot be voted at the Annual Meeting for more than nine persons.
Set forth below is certain information relating to the director nominees, including each nominee’s age (as of the
end of fiscal 2009), tenure as a director on the Board, current Board committee memberships, business experience
and principal occupation for the past five or more years, the specific experience, qualifications, attributes or skills
of each nominee that led to the conclusion that the nominee should serve as a director (which are in addition to
the general qualifications discussed in the “Selection of Nominees by the Board” section below), and other public
company directorships held by each nominee during the past ten years. Directors are elected to serve until the next
annual meeting of shareholders and until their respective successors are elected and qualified, or until their earlier
death, resignation or removal.
Current Committee Membership
Name Age Director Since Audit Committee Compensation Committee
Nominating /
Corporate
Governance
Committee
Strategic
Planning
Committee
Jeffrey P. Berger 60 2006 * *
Steven S. Fishman 58 2005
Peter J. Hayes 67 2008
David T. Kollat 71 1990 ** **
Brenda J. Lauderback 59 1997 *
Philip E. Mallott 52 2003 ** *
Russell Solt 62 2003 * *
James R. Tener 60 2005 *
Dennis B. Tishkoff 66 1991 ** *
* Committee Member
** Committee Chair