Big Lots 2011 Annual Report Download - page 78

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(2) For fiscal 2010, the tax fees principally related to tax compliance services. For fiscal 2011, the tax fees
principally related to tax compliance services and work orders related to our foreign acquisition.
(3) For fiscal 2010 and fiscal 2011, the other fees principally related to online subscription fees for technical
accounting support.
Audit Committee Report
The Audit Committee has reviewed and discussed the audited financial statements for fiscal 2011 with
management and the independent registered public accounting firm. The Audit Committee has discussed
with the independent registered public accounting firm the matters required to be discussed by the Statement
on Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board
Rule 3200T. The Audit Committee has received the written disclosures and the letter from the independent
registered public accounting firm required by applicable requirements of the Public Company Accounting
Oversight Board regarding the independent registered public accounting firm’s communications with the Audit
Committee concerning independence, and has discussed with the independent registered public accounting firm
its independence. Based on these reviews and discussions, the undersigned members of the Audit Committee
recommended to the Board that the audited consolidated financial statements for fiscal 2011 be included in our
Form 10-K for filing with the SEC.
Members of the Audit Committee
Philip E. Mallott, Chair
Peter J. Hayes
Russell Solt
PROPOSAL FOUR: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2012
At its February 29, 2012 meeting, the Audit Committee appointed Deloitte & Touche LLP as our independent
registered public accounting firm for fiscal 2012, subject to our entry into a mutually agreed upon services contract
with Deloitte & Touche LLP. The submission of this matter for approval by shareholders is not legally required;
however, we believe that such submission is consistent with best practices in corporate governance and is another
opportunity for shareholders to provide direct feedback on an important issue of our corporate governance. If the
shareholders do not ratify the appointment of Deloitte & Touche LLP, the selection of such firm as our independent
registered public accounting firm will be reconsidered by the Audit Committee.
A representative of Deloitte & Touche LLP will be present at the Annual Meeting to respond to appropriate
questions and to make a statement if so desired.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO RATIFY
THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL 2012.
SHAREHOLDER PROPOSALS
Any proposals of shareholders which are intended to be presented at our 2013 annual meeting of shareholders
must be received by our Corporate Secretary at our corporate offices on or before December 11, 2012 to be eligible
for inclusion in our 2013 proxy statement and form of proxy. Such proposals must be submitted in accordance
with Rule 14a-8 of the Exchange Act. If a shareholder intends to present a proposal at our 2013 annual meeting of
shareholders without inclusion of that proposal in our 2013 proxy materials and written notice of the proposal is not
received by our Corporate Secretary at our corporate offices on or before February 24, 2013, or if we meet other
requirements of the SEC rules, proxies solicited by the Board for our 2013 annual meeting of shareholders will
confer discretionary authority on the proxy holders named therein to vote on the proposal at the meeting.