Big Lots 2012 Annual Report Download - page 24

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no effect in determining whether the required affirmative majority vote has been obtained. Withheld votes have the
same effect as a vote against a director nominee. Upon its receipt of such resignation, the Nominating / Corporate
Governance Committee will promptly consider the resignation and recommend to the Board whether to accept
the resignation or to take other action. The Board will act on the recommendation of the Nominating / Corporate
Governance Committee no later than 100 days following the certification of the shareholder vote. The
Nominating / Corporate Governance Committee, in making its recommendation, and the Board, in making its
decision, will evaluate such resignation in light of the best interests of Big Lots and our shareholders and may
consider any factors and other information they deem relevant. We will promptly publicly disclose the Board’s
decision in a periodic or current report to the SEC.
Determination of Director Independence
The Board undertook its most recent annual review of director independence in March 2013. During this annual
review, the Board considered all transactions, relationships and arrangements between each director, his or
her affiliates, and any member of his or her immediate family, on one hand, and Big Lots, its subsidiaries and
members of senior management, on the other hand. The purpose of this review was to determine whether any such
transactions or relationships were inconsistent with a determination that the director is independent in accordance
with NYSE rules.
As a result of this review, the Board affirmatively determined that, with the exception of Mr. Fishman, all of the
directors nominated for election at the Annual Meeting and David T. Kollat, who served as a director during
fiscal 2012, are independent of Big Lots, its subsidiaries and its management under the standards set forth in the
NYSE rules, and no director nominee has a material relationship with Big Lots, its subsidiaries or its management
aside from his or her service as a director. Mr. Fishman is not an independent director due to his employment
by Big Lots.
In determining that each of the directors other than Mr. Fishman is independent, the Board considered charitable
contributions to not-for-profit organizations of which these directors or immediate family members are executive
officers or directors and determined that each of the transactions and relationships it considered was immaterial
and did not impair the independence of any of the directors.
Related Person Transactions
The Board and the Nominating / Corporate Governance Committee have the responsibility for monitoring
compliance with our corporate governance policies, practices and guidelines applicable to our directors, nominees
for director, officers and employees. The Board and the Nominating / Corporate Governance Committee
have enlisted the assistance of our General Counsel’s office and human resources management to fulfill this
responsibility. Our written Corporate Governance Guidelines, Code of Business Conduct and Ethics, Code of
Ethics for Financial Professionals, and human resources policies address governance matters and prohibit, without
the consent of the Board or the Nominating / Corporate Governance Committee, directors, officers and employees
from engaging in transactions that conflict with our interests or that otherwise usurp corporate opportunities.
Pursuant to our written related person transaction policy, the Nominating / Corporate Governance Committee also
evaluates “related person transactions.” Consistent with SEC rules, we consider a related person transaction to be
any transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships):
(1) involving more than $120,000 in which we and any of our directors, nominees for director, executive officers,
holders of more than five percent of our common shares, or their respective immediate family members were or are
to be a participant; and (2) in which such related person had, has or will have a direct or indirect material interest.
Under our policy, our directors, executive officers and other members of management are responsible for bringing
all transactions, whether proposed or existing, of which they have knowledge and that they believe may constitute
related person transactions to the attention of our General Counsel. If our General Counsel determines that the
transaction constitutes a related person transaction, our General Counsel will notify the chair of the Nominating /
Corporate Governance Committee. Thereafter, the Nominating / Corporate Governance Committee will review
the related person transaction, considering all factors and information it deems relevant, and either approve or
disapprove the transaction in light of what the Committee believes to be the best interests of Big Lots and our
shareholders. If advance approval is not practicable or if a related person transaction that has not been approved
is discovered, the Nominating / Corporate Governance Committee will promptly consider whether to ratify the