Big Lots 2011 Annual Report Download - page 26

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Communications with the Board
Shareholders and other parties interested in communicating directly with the Board, with specified individual
directors or with the outside directors as a group, may do so by choosing one of the following options:
Call: [phone]
Write: Big Lots Board of Directors, 300 Phillipi Road, Columbus, Ohio 43228-5311
E-mail: http://biglots.safe2say.info
Under a process approved by the Nominating / Corporate Governance Committee for handling correspondence
received by us and addressed to outside directors, our General Counsel reviews all such correspondence and
forwards to the Board or appropriate members of the Board a summary and/or copies of any such correspondence
that deals with the functions of the Board, members or committees thereof or otherwise requires their attention.
Directors may at any time review a log of all correspondence received by us and directed to members of the Board
and may request copies of any such correspondence. Concerns relating to our accounting, internal accounting
controls or auditing matters will be referred to members of the Audit Committee. Concerns relating to the Board
or members of senior management will be referred to the members of the Nominating / Corporate Governance
Committee. Parties submitting communications to the Board may choose to do so anonymously or confidentially.
DIRECTOR COMPENSATION
Under the Big Lots, Inc. Non-Employee Director Compensation Package established by the Board, each outside director
is compensated for Board and committee participation in the form of retainers and fees and a restricted stock award.
Retainers and Fees
The retainers and fees we paid to outside directors for fiscal 2011 consisted of: (1) an annual retainer of $45,000;
(2) an additional annual retainer of $15,000 for the chair of the Audit Committee; (3) an additional annual
retainer of $10,000 for the chairs of the Compensation Committee and the Nominating / Corporate Governance
Committee; (4) $1,500 for each Board meeting attended in person; (5) $1,250 for each committee meeting attended
in person; (6) $500 for each Board or committee meeting attended telephonically; and (7) the ability to nominate
one or more charities to receive from us donations in the aggregate amount of up to $10,000 per outside director.
In addition, during fiscal 2011, the Board determined that the outside directors’ duties were requiring a greater
time commitment than contemplated by our Non-Employee Director Compensation Package, and accordingly
each outside director was paid additional fees commensurate with such service. No retainers or fees are paid in
connection with a director’s service to the Strategic Planning Committee. During fiscal 2011, Messrs. Berger,
Hayes, Kollat, Mallott, Solt, Tener and Tishkoff and Ms. Lauderback qualified as outside directors and, thus,
received compensation for their Board service. Due to our employment of Mr. Fishman, he did not qualify as an
outside director and did not receive compensation for his service as a director. The compensation received by
Mr. Fishman as an employee is shown in the Summary Compensation Table included in this Proxy Statement.
Restricted Stock
In fiscal 2011, the outside directors also received a restricted stock award having a grant date fair value equal to
approximately $95,000 (2,858 common shares). The fiscal 2011 restricted stock awards were made in May 2011
under the Big Lots 2005 Long-Term Incentive Plan (“2005 LTIP”). The restricted stock awarded to the outside
directors in fiscal 2011 will vest on the earlier of (1) the trading day immediately preceding the Annual Meeting or
(2) the outside director’s death or disability (as that term is defined in the 2005 LTIP). However, the restricted stock
will not vest if the outside director ceases to serve on the Board before either vesting event occurs.