Big Lots 2011 Annual Report Download - page 38

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(1) Includes stock options granted under the 2005 LTIP, the Director Stock Option Plan, and the Big Lots, Inc.
1996 Performance Incentive Plan (“1996 LTIP”). In addition, we had 741,289 shares of unvested restricted
stock outstanding under the 2005 LTIP.
(2) The common shares issuable upon exercise of outstanding stock options granted under each shareholder-
approved plan, as of January 28, 2012, were as follows:
2005 LTIP 3,287,823
Director Stock Option Plan 158,000
1996 LTIP 230,600
(3) The common shares available for issuance under each shareholder-approved plan, as of January 28, 2012,
were as follows:
2005 LTIP 2,809,146
Director Stock Option Plan —
1996 LTIP —
The 1996 LTIP terminated on December 31, 2005. The Director Stock Option Plan terminated on May 30, 2008.
If the 2012 LTIP is approved by our shareholders at the Annual Meeting, the 2005 LTIP will terminate on
May 23, 2012. The number of common shares available for issuance under the 2005 LTIP was adjusted annually by
adding 0.75% of the total number of issued common shares (including treasury shares) as of the start of each of our
fiscal years that the 2005 LTIP is in effect.
As of March 15, 2012, there were 2,320,661 common shares available for grant under the 2005 LTIP and 4,702,362
common shares underlying awards outstanding under the 2005 LTIP (3,440,873 of which are underlying stock
options and 1,261,489 of which are underlying restricted stock). As of March 15, 2012: (1) the weighted average
exercise price of the 3,664,123 outstanding stock options under our equity compensation plans (including under
those plans that previously terminated) was $32.89 and the weighted average remaining term was 4.95 years; and
(2) there were 1,261,489 restricted stock awards outstanding under our equity compensation plans (all of which
were issued under the 2005 LTIP). Between March 15, 2012 and May 23, 2012, we do not expect to grant awards
under the 2005 LTIP covering more than 50,000 common shares.
See the “Stock Ownership” section of this Proxy Statement for additional information with respect to security
ownership of certain beneficial owners and management.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO
APPROVE THE 2012 LTIP.
EXECUTIVE COMPENSATION
Compensation Committee Report
The Compensation Committee reviewed and discussed the following Compensation Discussion and Analysis
(“CD&A”) with management and, based on such review and discussion, the Compensation Committee
recommended to the Board that the CD&A be included in this Proxy Statement and our Annual Report on Form
10-K for fiscal 2011 (“Form 10-K”).
Members of the Compensation Committee
Dennis B. Tishkoff, Chair
Russell Solt
James R. Tener