Big Lots 2013 Annual Report Download - page 85

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lower than the total potential compensation awarded to our named executive officers for fiscal 2013.
For example, we did not achieve the operating profit required for our named executive officers to earn
annual incentive awards for fiscal 2013 under the 2006 Bonus Plan. Accordingly, the named executive
officers did not receive annual incentive awards for fiscal 2013.
• Align the interests of executives and shareholders through incentive-based executive compensation.
The realization and value of annual incentive award opportunities under the 2006 Bonus Plan and
equity awarded under the 2005 LTIP and 2012 LTIP are dependent upon our performance and/or the
appreciation in the value of our common shares. In some years, as was the case in fiscal 2013, our
named executive officers may not realize a significant portion of the at-risk incentive compensation
awarded to them, as our named executive officers did not receive an annual incentive award in fiscal
2013. We believe this shows that our pay practices are designed to effectively incentivize our executives
to dedicate themselves fully to creating value for our shareholders.
• Focus on corporate governance. We seek the approval of the five additional outside directors who do
not serve on the Compensation Committee before finalizing annual executive compensation to provide
an additional check on the appropriateness of the amounts awarded.
For a more detailed discussion of how our executive compensation program reflects these objectives and our
executive compensation philosophy, including information about the 2013 compensation of our named executive
officers, we encourage you to read the CD&A as well as the Summary Compensation Table and other related
compensation tables in this Proxy Statement.
We request that our shareholders indicate their support for the compensation of our named executive officers as
disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K by approving the following resolution:
“RESOLVED, that the shareholders of Big Lots approve, on an advisory basis, the compensation
of the named executive officers of Big Lots, as disclosed in Big Lots’ Proxy Statement for the 2014
Annual Meeting of Shareholders pursuant to Item 402 of Regulation S-K, including the Compensation
Discussion and Analysis, compensation tables and the narrative discussion accompanying the tables.”
The vote on the approval of the compensation of our named executive officers is advisory, which means that the
vote is not binding on the Board, the Compensation Committee or us. If a majority of the votes are cast against
the approval of the compensation of our named executive officers, the Board and the Compensation Committee
will evaluate whether to take any actions to address the concerns of the shareholders with respect to our executive
compensation program.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE COMPENSATION
OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT
PURSUANT TO ITEM 402 OF REGULATION S-K, INCLUDING THE CD&A, COMPENSATION
TABLES AND THE NARRATIVE DISCUSSION ACCOMPANYING THE TABLES.
AUDIT COMMITTEE DISCLOSURE
General Information
The Audit Committee consists of five outside directors of the Board. Our common shares are listed on the NYSE.
The members of the Audit Committee have been reviewed by the Board and determined to be independent within
the meaning of all applicable SEC regulations and the listing standards of the NYSE.
The charter of the Audit Committee states that the purpose of the Audit Committee is to assist the Board in its
oversight of:
• the integrity of our financial statements and financial reporting process, and our systems of internal
accounting and financial controls;
• our compliance with legal and regulatory requirements, including our disclosure controls
and procedures;
• the annual independent audit of our financial statements, the engagement of our independent registered
public accounting firm, and the evaluation of the firm’s qualifications, independence and performance;