Big Lots 2013 Annual Report Download - page 20

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the other compensation for our CEO and the Leadership Team; (5) administering our compensation programs;
and (6) reporting on the entirety of the executive compensation program to the Board. All members of the
Compensation Committee are independent as required by the Committee’s charter and NYSE rules.
The functions of the Compensation Committee are further described in its charter, which is available in the
Investor Relations section of our website (www.biglots.com) under the “Corporate Governance” caption. The
Compensation Committee met eight times during fiscal 2013.
Nominating / Corporate Governance Committee
The responsibilities of the Nominating / Corporate Governance Committee include: (1) recommending individuals
to the Board for nomination as members of the Board and its committees; (2) taking a leadership role in shaping
our corporate governance policies and practices, including recommending to the Board changes to our Corporate
Governance Guidelines and monitoring compliance with such guidelines; (3) monitoring issues associated with
CEO succession and management development; and (4) reviewing the compensation of the members of the
Board and recommending any changes to such compensation to the Board for its approval. All members of the
Nominating / Corporate Governance Committee are independent as required by the Committee’s charter and
NYSE rules.
The functions of the Nominating / Corporate Governance Committee are further described in its charter, which
is available in the Investor Relations section of our website (www.biglots.com) under the “Corporate Governance”
caption. The Nominating / Corporate Governance Committee met five times during fiscal 2013.
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 formal 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.