Big Lots 2013 Annual Report Download - page 13

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Big Lots, Inc.
300 Phillipi Road
Columbus, Ohio 43228
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors
(“Board”) of Big Lots, Inc., an Ohio corporation (“we,” “us,” “our” and “Big Lots”), for use at the 2014 Annual
Meeting of Shareholders to be held on May 29, 2014 (“Annual Meeting”), at our corporate offices located at
300 Phillipi Road, Columbus, Ohio at 9:00 a.m. EDT. On or about April 15, 2014, we began mailing to our
shareholders of record at the close of business on March 31, 2014, a Notice of Internet Availability containing
instructions on how to access the Notice of Annual Meeting of Shareholders, this Proxy Statement and our Annual
Report to Shareholders for the fiscal year ended February 1, 2014 (“fiscal 2013”).
ABOUT THE ANNUAL MEETING
Purpose of the Annual Meeting
At the Annual Meeting, shareholders will act upon the matters outlined in the Notice of Annual Meeting included
with this Proxy Statement. Specifically, the shareholders will be asked to: (1) elect nine directors to the Board;
(2) approve the amended and restated Big Lots 2012 Long-Term Incentive Plan (“2012 LTIP”); (3) approve the
amended and restated Big Lots 2006 Bonus Plan (“2006 Bonus Plan”); (4) approve, on an advisory basis, the
compensation of our named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of
Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and the narrative
discussion accompanying the tables (“say-on-pay vote”); (5) ratify the appointment of Deloitte & Touche LLP as
our independent registered accounting firm for the fiscal year ending January 31, 2015 (“fiscal 2014”); (6) consider
a shareholder proposal if the proposal is properly presented at the Annual Meeting and (7) transact such other
business as may properly come before the Annual Meeting.
Shareholder Voting Rights
Only those shareholders of record at the close of business on March 31, 2014, the record date for the Annual
Meeting, are entitled to receive notice of, and to vote at, the Annual Meeting. At the record date, we had
outstanding 58,152,531 common shares, $0.01 par value per share. Each of the outstanding common shares entitles
the holder thereof to one vote on each matter to be voted upon at the Annual Meeting or any postponement or
adjournment thereof. The holders of our common shares have no cumulative voting rights in the election of
directors. All voting at the Annual Meeting will be governed by our Amended Articles of Incorporation, our Code
of Regulations and the General Corporation Law of the State of Ohio.
Registered Shareholders and Beneficial Shareholders
If our common shares are registered in your name directly with our transfer agent, Computershare Investor
Services, LLC, you are considered, with respect to those common shares, a holder of record (which we also refer
to as a registered shareholder). If you hold our common shares in a brokerage account or through a bank or other
holder of record, you are considered the beneficial shareholder of the common shares, which are often referred to as
held in “street name.”