Big Lots 2010 Annual Report Download - page 17

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Big Lots, Inc.
300 Phillipi Road
Columbus, Ohio 43228
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors
(“Board”) of Big Lots, Inc., an Ohio corporation (“we,” “us,” “our” and “Big Lots”), for use at the 2011 Annual
Meeting of Shareholders to be held on May 26, 2011 (“Annual Meeting”), at our corporate offices located at 300
Phillipi Road, Columbus, Ohio at 9:00 a.m. EDT. On or about April 12, 2011, we began mailing to our shareholders
of record at the close of business on March 28, 2011, a Notice of Internet Availability containing instructions on
how to access the Notice of Annual Meeting of Shareholders, this Proxy Statement and our Annual Report to
Shareholders for the fiscal year ended January 29, 2011 (“fiscal 2010”).
ABOUT THE ANNUAL MEETING
Purpose of the Annual Meeting
At the Annual Meeting, shareholders will act upon the matters outlined in the Notice of Annual Meeting included
with this Proxy Statement. Specifically, the shareholders will be asked to: (i) elect nine directors to the Board;
(ii) approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this Proxy
Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis,
compensation tables and narrative discussion (“say on pay vote”); (iii) vote, on an advisory basis, on the frequency
of the say on pay vote; (iv) ratify the appointment of Deloitte & Touche LLP as our independent registered
accounting firm for the fiscal year ending January 28, 2012 (“fiscal 2011”); and (v) transact such other business as
may properly come before the Annual Meeting.
Shareholder Voting Rights
Only those shareholders of record at the close of business on March 28, 2011, the record date for the Annual
Meeting, are entitled to receive notice of, and to vote at, the Annual Meeting. At the record date, we had
outstanding 75,203,156 common shares, $0.01 par value per share. Each of the outstanding common shares entitles
the holder thereof to one vote on each matter to be voted upon at the Annual Meeting or any postponement or
adjournment thereof. The holders of common shares have no cumulative voting rights in the election of directors.
All voting at the Annual Meeting will be governed by our Amended Articles of Incorporation, our Code of
Regulations and the General Corporation Law of the State of Ohio.
Registered Shareholders and Beneficial Shareholders
If our common shares are registered in your name directly with our transfer agent, Computershare Investor
Services, LLC, you are considered, with respect to those common shares, a registered shareholder. If our common
shares are held for you in a brokerage account or by a bank or other holder of record, you are considered the
beneficial shareholder of the common shares held in street name.