Big Lots 2012 Annual Report Download - page 26

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Compensation Committee Interlocks and Insider Participation
During fiscal 2012, Mr. Hayes, Mr. Solt, Mr. Tener and Mr. Tishkoff served on our Compensation Committee.
No member of our Compensation Committee serves or has served at any time as one of our officers or employees
or has or, during fiscal 2012, had a material interest in any related person transaction, as defined in Item 404 of
Regulation S-K. None of our executive officers serve or, during fiscal 2012, served as a member of the board
of directors or compensation committee of any other company that has or had an executive officer serving as a
member of the Board or our Compensation Committee.
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 2012 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
fiscal 2012, the members of the Search Committee each received a fee of $15,000 for their service, and the chair
of the Search Committee received an additional fee of $10,000. No retainers or fees are paid in connection with
a director’s service on the Strategic Planning Committee. During fiscal 2012, Messrs. Berger, Chambers, Hayes,
Kollat, Mallott, Solt, Tener and Tishkoff and Ms. Lauderback qualified as outside directors and, thus, received
compensation for their Board service. Mr. Chambers was elected to our Board on May 23, 2012, and Mr. Kollat
retired from our Board on the same day. 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.