Big Lots 2009 Annual Report Download - page 21

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James R. Tener is the former President and Chief Operating Officer of Brook Mays Music Company (retail
and wholesale music that filed for bankruptcy on July 11, 2006). Mr. Tener also previously served as the Chief
Operating Officer of The Sports Authority (sporting goods retailer). Mr. Tener’s extensive experience in senior
leadership roles of other publicly-traded retailers and prior service on the board of a privately-held company make
him a solid choice to serve on the Board.
Dennis B. Tishkoff is the Chairman and Chief Executive Officer of Drew Shoe Corporation (footwear
manufacturer, importer, exporter, retailer and wholesaler), and the President of Tishkoff and Associates, Inc. (retail
consultant). Mr. Tishkoff previously served as the President and Chief Executive Officer of Shoe Corporation of
America (footwear retailer). Mr. Tishkoff’s extensive experience in senior management roles of other retailers and
wholesalers, his experience with importing merchandise and his leadership skills led to the conclusion that he will
continue to be a valuable member of the Board.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH NOMINEE
LISTED ABOVE.
GOVERNANCE
Board Leadership and Presiding Director
The Board is currently comprised of the nine individuals named in Proposal One – eight of whom are independent
(as defined by the applicable New York Stock Exchange (“NYSE”) and SEC rules), non-employee directors
(“outside directors”) and one of whom is our chief executive officer (“CEO”). Our CEO serves as Chairman of
the Board. The Board also has a presiding director whose primary responsibility is to lead executive sessions of
the Board in which our CEO and other members of management are not present. The role of presiding director is
rotated quarterly among the outside directors. The presiding director is responsible for establishing an agenda for
the session over which he or she presides and, upon the conclusion of an executive session of the Board, meeting
with our CEO to address the matters discussed during the executive session.
We believe that the current structure of the Board provides both independent leadership and the benefits afforded
by having our CEO also serve as Chairman of the Board. As the individual with primary responsibility for
managing our day-to-day operations, our CEO is best positioned to chair regular Board meetings as we discuss key
business and strategic issues. Coupled with an independent presiding director, this structure provides independent
oversight while avoiding unnecessary confusion regarding the Board’s oversight responsibilities and the day-to-day
management of our business operations. The Board also believes that Mr. Fishman’s leadership, integrity and vision
have been instrumental in our success and that he has the ability to execute both the short-term and long-term
strategies necessary for the competitive marketplace in which we operate. Additionally, we have implemented
mechanisms that we believe will ensure that we continue to maintain high standards of corporate governance and
the continued accountability of our CEO to the Board, including a super-majority of independent outside directors
on the Board, the use of a presiding director, and the appointment of only independent outside directors to chair
and serve on each of the standing Board committees.
Board Meetings in Fiscal 2009
Five meetings of the Board were held during fiscal 2009. During fiscal 2009, each director attended at least 75%
of the aggregate of all meetings of the Board and all meetings held by the committees on which he or she served
(in each case, held during the periods that he or she served). It is our policy that each director nominee standing
for election be present at the annual meeting of shareholders. Each director named in Proposal One attended the
most recent annual meeting of shareholders held in May 2009. Under our Corporate Governance Guidelines, each
director is expected to dedicate sufficient time and attention to ensure the diligent performance of his or her duties,
including attending meetings of the shareholders, the Board and the committees of which he or she is a member.
Role of the Board’s Committees
The Board has standing Audit, Compensation, and Nominating / Corporate Governance Committees. In fiscal 2009,
the Board formed the Strategic Planning Committee. Each committee reports on its activities to the Board.