Big Lots 2013 Annual Report Download - page 39

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Equity Compensation Plan Information
The following table summarizes information as of February 1, 2014 relating to our equity compensation plans
pursuant to which our common shares may be issued.
Plan Category
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights (#)
(a)
Weighted-average
exercise price of
outstanding options,
warrants and rights ($)
(b)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding securities
reflected in column (a)) (#)
(c)
Equity compensation plans approved
by security holders 3,415,103(1)(2) $ 34.88(3) 6,805,740(4)
Equity compensation plans not approved
by security holders — — —
Total 3,415,103 $ 34.88(3) 6,805,740
(1) Includes stock options granted and performance share units granted under the 2012 LTIP, the 2005 LTIP,
the Director Stock Option Plan, and the Big Lots, Inc. 1996 Performance Incentive Plan (“1996 LTIP”).
In addition, we had 664,101 shares of unvested restricted stock outstanding under the 2012 LTIP and the
20 05 LT I P.
(2) The common shares issuable upon exercise of outstanding stock options granted under each shareholder-
approved plan are as follows:
2012 LTIP 1,022,687
2005 LTIP 2,283,836
Director Stock Option Plan 35,000
1996 LTIP 35,780
(3) The weighted average exercise price does not take into account the performance share units granted under the
2012 LT I P.
(4) The common shares available for issuance under the 2012 LTIP are limited to 6,805,740 common shares. There
are no common shares available for issuance under any of the other shareholder-approved plans.
The 2012 LTIP was initially approved by shareholders on May 23, 2012. The 1996 LTIP terminated on December 31,
2005. The Director Stock Option Plan terminated on May 30, 2008. The 2005 LTIP expired on May 16, 2012.
See the “Stock Ownership” section of this Proxy Statement for additional information with respect to security
ownership of certain beneficial owners and management.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO
APPROVE THE AMENDED AND RESTATED 2012 LTIP.
PROPOSAL THREE: APPROVAL OF THE AMENDED AND RESTATED BIG LOTS 2006 BONUS PLAN
Background
On March 5, 2014, the Board adopted, based on the recommendation of the Compensation Committee (which we
refer to as the “Committee” throughout this discussion of Proposal 3), and proposed that our shareholders approve,
the amended and restated 2006 Bonus Plan. The 2006 Bonus Plan provides for cash incentive awards, which are
intended to qualify as “qualified performance-based compensation” under Section 162(m) of the IRC, to be paid
annually when we meet or exceed pre-established minimum corporate performance amounts under one or more
financial measures approved by the Committee at the start of the fiscal year. Our shareholders first approved the
2006 Bonus Plan on May 25, 2006, and subsequently amended and restated the 2006 Bonus Plan effective May 27,
2010. The amended and restated 2006 Bonus Plan will become effective if and when approved by our shareholders
at the Annual Meeting. The Board recommends that shareholders approve the amended and restated 2006
Bonus Plan.