Big Lots 2013 Annual Report Download - page 91

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We Have Implemented Numerous Corporate Governance and Executive Compensation Measures
The Board believes that its implementation of the following governance and executive compensation measures
demonstrates its responsiveness to shareholders and provides several mechanisms that protect shareholder rights.
As a result, the adoption of proxy access is unnecessary at this time:
• we significantly reduced the compensation of our current CEO (hired in 2013) compared to the
compensation of our prior CEO – for example:
- the grant date value of the equity awards made to our current CEO in 2013 was approximately
$6,400,000 less than the grant date value of the equity awards made to our prior CEO in 2012,
- the base salary of our current CEO was $900,000 for 2013 compared to our prior CEO’s base
salary of $1,400,000 for 2012, and
- the target and maximum bonus payout percentages for our current CEO were 100% and
200% of base salary, respectively, for 2013 compared to target and maximum bonus payout
percentages for our prior CEO of 120% and 240% of base salary, respectively, for 2012;
• the Board appointed an independent, non-executive chairman in May 2013;
• all of our directors are independent, other than our CEO;
• in 2013, we added a claw-back provision that enables us in certain circumstances to recover
compensation paid to the named executive officers with employment agreements;
• in 2013, we eliminated certain excise tax reimbursements previously provided to those named executive
officers with employment agreements;
• we employ a majority voting standard in uncontested elections (see the “Governance — Majority Vote
Policy and Standard” section of this Proxy Statement); and
• we have not adopted a “poison pill.”
We Regularly Engage in Dialogue with our Shareholders
In addition to regular communication with major shareholders, the Board has responded to the results of our recent
“say-on-pay” votes with extensive shareholder engagement efforts, including extending invitations to discuss
our executive compensation program to shareholders who beneficially owned in the aggregate nearly half of
our outstanding common shares (See the “Overview of Our Executive Compensation Program — 2013 Annual
Meeting Results and Shareholder Engagement” section of this Proxy Statement for a description of our shareholder
engagement efforts).
* * * * *
The Board believes that its current process for identifying, screening and selecting candidates for election
as directors has developed an effective and well-rounded Board that operates openly and collaboratively and
represents the interests of all our shareholders. We believe that replacing our current process with proxy access
could be disruptive and harmful to the operations of the Board and, as a result, our shareholders. In summary,
we believe proxy access is unnecessary, would adversely affect Big Lots and is not in the best interests of
our shareholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE AGAINST THE SHAREHOLDER
PROPOSAL REGARDING PROXY ACCESS.
SHAREHOLDER PROPOSALS
Any proposals of shareholders which are intended to be presented at our 2015 annual meeting of shareholders
must be received by our Corporate Secretary at our corporate offices on or before December 16, 2014 to be eligible
for inclusion in our 2015 proxy statement and form of proxy. Such proposals must be submitted in accordance
with Rule 14a-8 of the Exchange Act. If a shareholder intends to present a proposal at our 2015 annual meeting of
shareholders without inclusion of that proposal in our 2015 proxy materials and written notice of the proposal is