Big Lots 2012 Annual Report Download - page 23

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Search Committee
In fiscal 2012, the Board formed an ad hoc Search Committee for the purpose of identifying a new CEO to replace
Mr. Fishman. The Search Committee was assisted in its recruitment efforts by an independent executive search
firm that provides research and other pertinent information regarding potential candidates.
Selection of Nominees by the Board
The Nominating / Corporate Governance Committee has oversight over a broad range of issues relating to the
composition and operation of the Board. The Nominating / Corporate Governance Committee is responsible for
recommending to the Board the appropriate skills and qualifications required of Board members, based on our
needs from time to time. The Nominating / Corporate Governance Committee also evaluates prospective director
nominees against the standards and qualifications set forth in the Corporate Governance Guidelines. Although
the Nominating / Corporate Governance Committee has not approved any specific minimum qualifications
that must be met by a nominee for director recommended by the Committee and has not adopted a policy with
regard to the consideration of diversity in identifying director nominees, the Committee considers factors such
as the prospective nominee’s relevant experience, character, intelligence, independence, commitment, judgment,
prominence, age, and compatibility with our CEO and other members of the Board. The Nominating / Corporate
Governance Committee also considers other relevant factors that it deems appropriate, including the current
composition of the Board, diversity, the balance of management and independent directors, and the need for
committee expertise. Before commencing a search for a new director nominee, the Nominating / Corporate
Governance Committee confers with the Board regarding the factors it intends to consider in its search.
In identifying potential candidates for Board membership, the Nominating / Corporate Governance
Committee considers recommendations from the Board, shareholders and management. A shareholder who
wishes to recommend a prospective director nominee to the Board must send written notice to: Chair of the
Nominating / Corporate Governance Committee, Big Lots, Inc., 300 Phillipi Road, Columbus, Ohio 43228.
The written notice must include the prospective nominee’s name, age, business address, principal occupation,
ownership of our common shares, information that would be required under the rules of the SEC in a proxy
statement soliciting proxies for the election of such prospective nominee as a director, and any other information
that is deemed relevant by the recommending shareholder. Shareholder recommendations that comply with these
procedures and that meet the factors outlined above will receive the same consideration that the recommendations
of the Board and management receive.
After completing its evaluation of a prospective nominee, the Nominating / Corporate Governance Committee
may make a recommendation to the Board that the targeted individual be nominated by the Board. The
Board then decides whether to approve the nominee after considering the recommendation and report of the
Nominating / Corporate Governance Committee. Any invitation to join the Board is extended to a prospective
nominee by the chair of the Nominating / Corporate Governance Committee and our CEO, after approval by
the Board.
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 cast 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. Broker non-votes have