Big Lots 2010 Annual Report Download - page 19

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Beneficial shareholders should follow the procedures and directions set forth in the materials they will receive from
the broker, bank or other holder of record who is the registered holder of their common shares (i) to instruct such
registered holder how to vote those common shares or (ii) to revoke previously given voting instructions. Please
contact your broker, bank or other holder of record to determine the applicable deadlines. Beneficial shareholders
who wish to vote at the Annual Meeting will need to obtain a completed form of proxy from the broker, bank or
other holder of record who is the registered holder of their common shares.
Brokers, banks and other holders of record who hold common shares for beneficial owners in “street name” may
vote such common shares on “routine” matters, such as Proposal Four, without specific voting instructions from
the beneficial owner of such common shares. Such brokers, banks and other holders of record may not, however,
vote such common shares on “non-routine” matters, such as Proposal One, Proposal Two and Proposal Three,
without specific voting instructions from the beneficial owner of such common shares. Proxies that are signed
and submitted by such brokers, banks and other holders of record that have not been voted on certain matters as
described in the previous sentence are referred to as “broker non-votes.” Broker non-votes will not be counted for
purposes of determining the number of common shares necessary for approval of any matter to which broker non-
votes apply (i.e., broker non-votes will have no effect on the outcome of such matter).
Householding
SEC rules allow multiple shareholders residing at the same address the convenience of receiving a single copy
of the Annual Report to Shareholders, proxy materials and Notice of Internet Availability if they consent to do
so (“householding”). Householding is permitted only in certain circumstances, including when you have the
same last name and address as another shareholder. If the required conditions are met, and SEC rules allow, your
household may receive a single copy of the Annual Report to Shareholders, proxy materials and Notice of Internet
Availability. Upon request, we will promptly deliver a separate copy of the Annual Report to Shareholders, proxy
materials and Notice of Internet Availability, as applicable, to a shareholder at a shared address to which a single
copy of the document(s) was delivered. Such a request should be made in the same manner as a revocation of
consent for householding.
You may revoke your consent for householding at any time by contacting Broadridge Financial Solutions, Inc.
(“Broadridge”), either by calling 1-800-542-1061, or by writing to: Broadridge, Householding Department, 51
Mercedes Way, Edgewood, New York 11717. You will be removed from the householding program within 30 days
of receipt of your instructions, at which time you will be sent separate copies of these documents.
Beneficial shareholders can request more information about householding from their brokers, banks or other
holders of record.
Tabulation of Votes
Tabulation of the votes cast at the Annual Meeting will be performed by Broadridge, as inspected by our duly
appointed inspectors of election.
Board’s Recommendations
Subject to revocation, all proxies that are properly completed and timely received will be voted in accordance with
the instructions contained therein. If no instructions are given (excluding broker non-votes), the persons named as
proxy holders will vote the common shares in accordance with the recommendations of the Board. The Board’s
recommendations are set forth together with the description of each proposal in this Proxy Statement. In summary,
the Board recommends a vote: (i) FOR the election of its nominated slate of directors (see Proposal One); (ii) FOR
the approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in this
Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Disclosure and Analysis,
compensation tables and narrative discussion (see Proposal Two); (iii) FOR the approval, on an advisory basis, of
a three-year frequency for future say on pay votes (see Proposal Three); and (iv) FOR the ratification of Deloitte
& Touche LLP as our independent registered public accounting firm for fiscal 2011 (see Proposal Four). If any
other matter properly comes before the Annual Meeting, or if a director nominee named in this Proxy Statement
is unable to serve or for good cause will not serve, the proxy holders will vote on such matter or for a substitute
nominee as recommended by the Board.