Big Lots 2009 Annual Report Download - page 75

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election of directors will be required to deliver his or her resignation to the Nominating / Corporate Governance
Committee under the Policy. The Nominating / Corporate Governance Committee will make a recommendation
to the Board as to whether or not the resignation should be accepted. The Board will consider the recommendation
and decide whether or not to accept the resignation as discussed above under “Governance – Majority Vote Policy.”
The director who tendered his or her resignation will not participate in the recommendation of the Nominating /
Corporate Governance Committee proceedings or the consideration of the tendered resignation by the Board.
The actual text of the proposed amendments to our Articles (marked with deletions indicated by strike-outs and
additions indicated by underlining) is attached to this proxy statement as Appendix D. The foregoing description of
the proposed amendments to our Articles is only a summary of the material terms of the proposed amendments and
is qualified by reference to the actual text of the proposed amendments as set forth in Appendix D. The proposed
amendments to the Articles will become effective upon filing of the same with the Secretary of State of Ohio.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO AMEND OUR ARTICLES
TO INSTITUTE MAJORITY VOTING IN UNCONTESTED DIRECTOR ELECTIONS.
PROPOSAL FIVE: APPROVAL OF AMENDMENTS TO OUR CODE OF REGULATIONS TO ESTABLISH
PROCEDURES FOR ADVANCE NOTICE OF SHAREHOLDER DIRECTOR NOMINATIONS
Under this Proposal Five, the Board is recommending amendments to our Regulations to establish procedures for
advance notice of director nominations by our shareholders. Currently, our Regulations do not expressly include
procedural requirements regarding the nomination of candidates for election to our Board by shareholders.
Under the proposed amendments to our Regulations, a shareholder may nominate a candidate for election as a
director at a meeting of shareholders by delivering a written notice of nomination to our principal executive offices
not later than the 90th day nor earlier than the 130th day prior to the first anniversary of our previous year’s
annual meeting. If the date of the annual meeting is more than 30 days before or more than 60 days after the first
anniversary of our previous year’s annual meeting, shareholders instead would be required to deliver such notice
not earlier than the 130th day prior to the annual meeting and not later than the day that is the later of the 90th day
prior to the annual meeting or the 10th day following the day on which we first publicly announce the date of the
annual meeting. If we call a special meeting to elect one or more directors, a shareholder would be permitted to
nominate a candidate for election at the special meeting by delivering notice of such nomination to our principal
executive offices not earlier than the 130th day prior to such special meeting and not later than the date that is the
later of the 90th day prior to such special meeting or the 10th day following the day on which we first publicly
announce the date of the special meeting and the nominees proposed by the Board to be elected at such meeting.
The proposed amendments also require a nominating shareholder to provide to us in any notice of a director nominee
certain information regarding the shareholder’s ownership of our shares (including economic and voting interests in
our common shares) and relationships or interests that the shareholder has with the shareholder’s nominee(s).
The Board has decided that the adoption of these procedures will facilitate an orderly process for shareholder
nominations of candidates for director elections and the conduct of shareholder meetings by providing shareholders
and us a reasonable opportunity to consider such nominations. Additionally, the Board believes that the proposed
procedures will allow sufficient time for full information regarding all director nominees to be distributed to
our shareholders. The Board has determined that the 90-day notice period provides an appropriate time period
during which the Board, in the exercise of its fiduciary duties, can evaluate shareholder director nominees and, if
a resolution is not reached with the shareholder, can prepare and disseminate proxy materials to all shareholders
that clearly articulate the Board’s position with respect to such nominees. We would expect to disclose to all of our
shareholders the information furnished by the shareholder who intends to nominate a candidate for election as a
director, unless such information is unlikely to be relevant to other shareholders’ voting decisions. The proposed
process also will allow our shareholders who wish to nominate a candidate to be represented at a shareholders’
meeting while ensuring that all other shareholders have sufficient time to consider the candidate prior to casting
their vote in the election of directors.
In addition, the proposed advance notice provision for shareholder director nominations complements the majority
voting standard proposed in Proposal Four by providing a deadline for determining whether an election will be
an “uncontested election” for purposes of applying the majority voting standard. Together, the proposed majority