Big Lots 2013 Annual Report Download - page 16

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4. FOR the approval, on an advisory basis, of the compensation of our named executive officers, as
disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation
Disclosure and Analysis, compensation tables and the narrative discussion accompanying the tables
(see Proposal Four);
5. FOR the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for
fiscal 2014 (see Proposal Five); and
6. AGAINST the shareholder proposal (if the proposal is properly presented at the Annual Meeting)
(see Proposal 6).
If any other matter properly comes before the Annual Meeting, or if a director nominee named in this Proxy
Statement is unable to serve or for good cause will not serve, the proxy holders will vote on such matter or for a
substitute nominee as recommended by the Board.
Quorum
The presence, in person or by proxy, of the holders of a majority of the outstanding common shares entitled to
be voted at the Annual Meeting will constitute a quorum, permitting us to conduct our business at the Annual
Meeting. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of
the number of common shares considered to be represented at the Annual Meeting for purposes of establishing
a quorum.
Vote Required to Approve a Proposal
Proposal One
Our Corporate Governance Guidelines contain a majority vote policy and our Amended Articles of Incorporation
impose a majority vote standard applicable to the uncontested election of directors. Specifically, 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 will 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. In all director
elections other than uncontested elections, the nine director nominees receiving the greatest number of votes cast
for their election will be elected as directors. An “uncontested election” means an election of directors at a meeting
of shareholders in which the number of director nominees does not exceed the number of directors to be elected.
A properly executed proxy marked as withholding authority with respect to the election of one or more nominees
for director will not be voted with respect to the nominee or nominees for director indicated. Broker non-votes will
not be considered votes cast for or against or withheld from a director nominee’s election at the Annual Meeting.
See the “Governance – Majority Vote Policy and Standard” section of this Proxy Statement for more information
about our majority vote policy and standard.
Other Matters
For purposes of Proposal Two, Proposal Three, Proposal Four, Proposal Five and Proposal Six, the affirmative
vote of the holders of a majority of the common shares represented in person or by proxy and entitled to vote on
each such matter will be required for approval. The votes received with respect to Proposal Four, Proposal Five
and Proposal Six are advisory and will not bind the Board or us. A properly executed proxy marked “abstain”
with respect to Proposal Two, Proposal Three, Proposal Four, Proposal Five and Proposal Six will not be voted
with respect to such matter, although it will be counted for purposes of determining the number of common
shares necessary for approval of such matter. Accordingly, an abstention will have the effect of a negative vote for
purposes of Proposal Two, Proposal Three, Proposal Four, Proposal Five and Proposal Six. If no voting instructions
are given (excluding broker non-votes), the persons named as proxy holders on the proxy card will vote the common
shares in accordance with the recommendation of the Board.