Big Lots 2010 Annual Report Download - page 25

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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.
Majority Vote Policy and Standard
Our Amended Articles of Incorporation impose a majority vote standard in uncontested elections of directors
and our Corporate Governance Guidelines contain a majority vote policy applicable to uncontested elections of
directors. Article Eighth of our Amended Articles of Incorporation provides that if a quorum is present at the
Annual Meeting, a director nominee in an uncontested election shall be elected to the Board if the number of votes
cast for such nominee’s election exceeds the number of votes cast against and/or withheld from such nominee’s
election. The majority vote policy contained in our Corporate Governance Guidelines requires any nominee for
director who does not receive more votes cast for such nominee’s election than votes case against and/or withheld
as to his or her election to deliver his or her resignation from the Board to the Nominating / Corporate Governance
Committee. See the “About the Annual Meeting - Vote Required to Approve a Proposal - Proposal One” section of
this Proxy Statement for more information about what constitutes an uncontested election. Abstentions and broker
non-votes have no effect in determining whether the required affirmative majority vote has been obtained. 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. 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.
Determination of Director Independence
Pursuant to the Corporate Governance Guidelines, the Board undertook its most recent annual review of director
independence in March 2011. During this annual review, the Board considered all transactions, relationships and
arrangements between each director, his or her affiliates, and any member of his or her immediate family, on one
hand, and Big Lots, its subsidiaries and members of senior management, on the other hand. The purpose of this
review was to determine whether any such transactions or relationships were inconsistent with a determination that
the director is independent in accordance with NYSE rules.
As a result of this review, the Board affirmatively determined that, with the exception of Mr. Fishman, all of
the directors nominated for election at the Annual Meeting are independent of Big Lots, its subsidiaries and its
management under the standards set forth in the NYSE rules, and no director nominee has a material relationship
with Big Lots, its subsidiaries or its management aside from his or her service as a director. Mr. Fishman is not an
independent director due to his employment by Big Lots.
In determining that each of the directors other than Mr. Fishman is independent, the Board considered charitable
contributions to not-for-profit organizations of which our directors or immediate family members are executive
officers or directors, none of which approached the disqualifying thresholds set forth in the NYSE rules.
Accordingly, the Board determined that each of the transactions and relationships it considered was immaterial and
did not impair the independence of any of the directors.
Related Person Transactions
The Board and the Nominating / Corporate Governance Committee have the responsibility for monitoring
compliance with our corporate governance policies, practices and guidelines applicable to our directors, nominees
for director, officers and employees. The Board and the Nominating / Corporate Governance Committee have
enlisted the assistance of our General Counsel and human resources management to fulfill this responsibility. Our
written Corporate Governance Guidelines, Code of Business Conduct and Ethics, Code of Ethics for Financial
Professionals, and human resources policies address governance matters and prohibit, without the consent of the
Board or the Nominating / Corporate Governance Committee, directors, officers and employees from engaging in
transactions that conflict with our interests or that otherwise usurp corporate opportunities.