Big Lots 2009 Annual Report Download - page 23

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The functions of the Strategic Planning Committee are further described in its charter, which is available in the
Investor Relations section of our website (www.biglots.com) under the “Corporate Governance” caption. The
Strategic Planning Committee meets as it deems necessary.
Selection of Nominees by the Board
The Nominating / Corporate Governance Committee has oversight over a broad range of issues surrounding the
composition and operation of the Board. The Nominating / Corporate Governance Committee is responsible for
recommending to the Board the appropriate skills and qualifications required of Board members, based on our needs
from time to time. The Nominating / Corporate Governance Committee also evaluates prospective director nominees
against the standards and qualifications set forth in the Corporate Governance Guidelines. Although the Nominating /
Corporate Governance Committee has not approved any specific minimum qualifications that must be met by a
nominee for director recommended by the Committee and has not adopted a policy with regard to the consideration of
diversity in identifying director nominees, the Committee considers factors such as the prospective nominee’s relevant
experience, character, intelligence, independence, commitment, judgment, prominence, age, and compatibility with
our CEO and other members of the Board. The Nominating / Corporate Governance Committee also considers such
other relevant factors as it deems appropriate, including the current composition of the Board, diversity, the balance
of management and independent directors, and the need for committee expertise. The Nominating / Corporate
Governance Committee confers with the Board as to the criteria it intends to apply before the search for a new
director nominee is commenced.
In identifying potential candidates for Board membership, the Nominating / Corporate Governance Committee
considers recommendations from the Board, shareholders and management. A shareholder who wishes to
recommend a prospective director nominee to the Board must send written notice to: Chair of the Nominating /
Corporate Governance Committee, Big Lots, Inc., 300 Phillipi Road, Columbus, Ohio 43228. The written notice
must include the prospective nominee’s name, age, business address, principal occupation, ownership of our
common shares, information that would be required under the rules of the SEC in a proxy statement soliciting
proxies for the election of such prospective nominee as a director, and any other information that is deemed
relevant by the recommending shareholder. Shareholder recommendations that comply with these procedures and
that meet the factors outlined above will receive the same consideration that the recommendations of the Board and
management receive.
Pursuant to its written charter, the Nominating / Corporate Governance Committee has the authority to retain
consultants and search firms to assist in the process of identifying and evaluating director candidates and to
approve the fees and other retention terms for any such consultant or search firm. No such firm was retained in
connection with the selection of the director nominees proposed for election at the Annual Meeting.
After completing the evaluation of a prospective nominee, the Nominating / Corporate Governance Committee
may make a recommendation to the Board that the targeted individual be nominated by the Board, and the Board
then decides whether to approve a nominee after considering the recommendation and report of the Nominating /
Corporate Governance Committee. Any invitation to join the Board is extended to a prospective nominee through the
chair of the Nominating / Corporate Governance Committee and our CEO, after approval by the Board.
Majority Vote Policy
Our Corporate Governance Guidelines include a majority vote policy. This policy requires any nominee for
director 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) at an annual meeting of shareholders who receives
fewer votes “for” his or her election than votes “withheld” from such election to promptly tender his or her
resignation from the Board. Upon its receipt of such resignation, the Nominating / Corporate Governance
Committee will promptly consider the resignation and recommend to the Board whether to accept the resignation
or to take other action, such as reject the resignation and address the apparent underlying cause of the withheld
votes. The Board will act on the recommendation of the Nominating / Corporate Governance Committee no
later than 100 days following the certification of the shareholder vote. The Nominating / Corporate Governance
Committee, in making its recommendation, and the Board, in making its decision, will evaluate such resignation in
light of the best interests of Big Lots and our shareholders and may consider any factors and other information they
deem relevant. We will promptly publicly disclose the Board’s decision in a periodic or current report to the SEC.