Big Lots 2011 Annual Report Download - page 18

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Quorum
The presence, in person or by proxy, of the holders of a majority of the outstanding common shares entitled to
be voted at the Annual Meeting will constitute a quorum, permitting us to conduct our business at the Annual
Meeting. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of
the number of common shares considered to be represented at the Annual Meeting for purposes of establishing
a quorum.
Vote Required to Approve a Proposal
Proposal One
Our Corporate Governance Guidelines contain a majority vote policy and our Amended Articles of Incorporation
impose a majority vote standard. Specifically, 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 will 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. In all director elections other than uncontested elections, the nine director
nominees receiving the greatest number of votes cast will be elected as directors. An “uncontested election”
generally means an election of directors at a meeting of shareholders in which the number of director nominees
does not exceed the number of directors to be elected and with respect to which no shareholder has submitted to us
notice of an intent to nominate a candidate for election as a director at such meeting in accordance with our Code
of Regulations, or, if such a notice has been submitted with respect to such meeting, prior to the commencement
of the election of directors at such meeting, each such notice with respect to such meeting has been (1) withdrawn
by its respective submitting shareholder in writing to our corporate secretary, (2) determined not to be a valid and
effective notice of nomination, or (3) determined not to create a bona fide election contest.
A properly executed proxy marked as withholding authority with respect to the election of one or more nominees
for director will not be voted with respect to the nominee or nominees for director indicated. Broker non-votes and
abstentions will not be considered votes cast for or against or withheld from a director nominee’s election at the
Annual Meeting.
See the “Governance – Majority Vote Policy and Standard” section of this Proxy Statement for more information
about our majority vote policy and standard.
Other Matters
For purposes of Proposal Two, Proposal Three and Proposal Four, the affirmative vote of the holders of a majority
of the common shares represented in person or by proxy and entitled to vote on each such matter will be required
for approval. The votes received with respect to Proposal Three and Proposal Four are advisory and will not bind
the Board or us. A properly executed proxy marked “abstain” with respect to Proposal Two, Proposal Three and
Proposal Four will not be voted with respect to such matter, although it will be counted for purposes of determining
the number of common shares necessary for approval of such matter. Accordingly, an abstention will have the
effect of a negative vote for purposes of Proposal Two, Proposal Three and Proposal Four. If no voting instructions
are given (excluding broker non-votes), the persons named as proxy holders on the proxy card will vote the common
shares in accordance with the recommendation of the Board.
PROPOSAL ONE: ELECTION OF DIRECTORS
At the Annual Meeting, the common shares represented by proxies will be voted, unless otherwise specified, for
the election of the nine director nominees named below. All nominees other than Mr. Chambers are currently
directors on the Board. Proxies cannot be voted at the Annual Meeting for more than nine persons.