Big Lots 2009 Annual Report Download - page 29

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(3) In its Schedule 13G/A filed on February 5, 2010, The Vanguard Group, Inc., 100 Vanguard Blvd.,
Malvern, PA 19355, stated that it beneficially owned the number of common shares reported in the table
as of December 31, 2009, had sole voting power over 132,066 of the shares, had sole dispositive power
over 4,994,399 of the shares, had shared dispositive power over 118,066 of the shares, and had no shared
voting power over the shares. In its Schedule 13G/A, this reporting person indicated that its wholly-owned
subsidiary, Vanguard Fiduciary Trust Company, was the beneficial owner and directs the voting of 118,066
common shares.
(4) In its Schedule 13G/A filed on February 9, 2010, Sasco Capital, Inc., 10 Sasco Hill Road, Fairfield, CT 06824,
stated that it beneficially owned the number of common shares reported in the table as of December 31, 2009,
had sole voting power over 1,668,270 of the shares, had sole dispositive power over all of the shares, and had
no shared voting power or shared dispositive power over the shares.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own
more than 10% of our outstanding common shares, to file with the SEC and the NYSE initial reports of ownership
and reports of changes in ownership of our common shares. Executive officers, directors and greater than 10%
shareholders are required by the regulations of the SEC to furnish us with copies of all Section 16(a) reports they
file. Based solely upon a review of the Section 16(a) reports filed on behalf of these persons with the SEC and the
written representations of our directors and executive officers that no other reports were required by them, we
believe that all of our directors and executive officers and greater than 10% shareholders complied during fiscal
2009 with the reporting requirements of Section 16(a) of the Exchange Act.
EXECUTIVE COMPENSATION
Compensation Committee Report
The Compensation Committee reviewed and discussed the following Compensation Discussion and Analysis
(“CD&A”) with management and, based on such review and discussion, the Compensation Committee
recommended to the Board that the CD&A be included in this Proxy Statement and our Annual Report on Form
10-K for fiscal 2009 (“Form 10-K”).
Members of the Compensation Committee
Dennis B. Tishkoff, Chair
Russell Solt
James R. Tener
Compensation Discussion and Analysis
Overview of Our Executive Compensation Program
Philosophy and Objectives
We believe it is important to provide competitive compensation to attract and retain talented executives to lead
our business. We also believe an executive compensation program should encourage high levels of corporate and
individual performance by motivating executives to continually improve our business in order to promote sustained
profitability and enhanced shareholder value. This philosophy drives our executive compensation program.
Consistent with our philosophy, each of the named executive officer’s total compensation varies based on his or her
leadership, performance, experience, responsibilities and the achievement of financial and business goals. To better
ensure that our executive compensation program advances the interests of our shareholders, the value of bonus
opportunities and equity awards under the program depends upon our financial performance and/or the price of our
common shares. As a named executive officer’s level of responsibility and the potential impact that a named executive
officer could have on our operations and financial condition increase, the percentage of the named executive officer’s
compensation that is at risk through bonus and equity incentive compensation also increases.