Big Lots 2013 Annual Report Download - page 23

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Code of Business Conduct and Ethics & Code of Ethics for Financial Professionals
We have a Code of Business Conduct and Ethics, which is applicable to all of our directors, officers and employees.
We also have a Code of Ethics for Financial Professionals which is applicable to our principal executive officer,
principal financial officer, principal accounting officer, controller and other persons performing similar functions.
Both the Code of Business Conduct and Ethics and the Code of Ethics for Financial Professionals are available
in the Investor Relations section of our website (www.biglots.com) under the “Corporate Governance” caption.
We intend to post amendments to or waivers from any applicable provision (related to elements listed under
Item 406(b) of Regulation S-K) of the Code of Business Conduct and Ethics and the Code of Ethics for Financial
Professionals (in each case, to the extent applicable to our principal executive officer, principal financial officer,
principal accounting officer, controller or persons performing similar functions), if any, in the Investor Relations
section of our website (www.biglots.com) under the “Corporate Governance” caption.
Compensation Committee Interlocks and Insider Participation
During fiscal 2013, Mr. Berger, 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 2013 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 2013, 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 the Audit Committee. Concerns relating to the Board or members
of senior management will be referred to 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
We pay our outside directors certain retainers and fees on a quarterly basis. Until May 30, 2013, the retainers and
fees we paid to outside directors for fiscal 2013 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.