Big Lots 2014 Annual Report Download - page 13

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PROXY STATEMENT
The Board of Directors (“Board”) of Big Lots, Inc., an Ohio corporation (“we,” “us,” “our” and “Big Lots”), is
furnishing you this Proxy Statement to solicit proxies for use at the 2015 Annual Meeting of Shareholders to be
held on May 28, 2015 (“Annual Meeting”). The Annual Meeting will be held at our corporate offices located at 300
Phillipi Road, Columbus, Ohio at 9:00 a.m. Eastern Time.
On or about April 14, 2015, we began mailing to our shareholders of record at the close of business on March 30,
2015, a Notice of Internet Availability containing instructions on how to access the Notice of Annual Meeting of
Shareholders, this Proxy Statement and our Annual Report to Shareholders for the fiscal year ended January 31,
2015 (“fiscal 2014”).
ABOUT THE ANNUAL MEETING
Purpose of the Annual Meeting
At the Annual Meeting, shareholders will act upon the matters outlined in the Notice of Annual Meeting included
with this Proxy Statement. Specifically, the shareholders will be asked to:
(1) elect nine directors to the Board;
(2) approve, on an advisory basis, the compensation of our named executive officers, as disclosed
in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation
Discussion and Analysis, compensation tables and the narrative discussion accompanying the tables
(“say-on-pay vote”);
(3) ratify the appointment of Deloitte & Touche LLP as our independent registered accounting firm for the
fiscal year ending January 30, 2016 (“fiscal 2015”);
(4) vote upon a proposal to amend our Code of Regulations to adopt proxy access; and
(5) transact such other business as may properly come before the Annual Meeting.
Shareholder Voting Rights
Only those shareholders of record at the close of business on March 30, 2015, the record date for the Annual
Meeting, are entitled to receive notice of, and to vote at, the Annual Meeting. At the record date, we had
outstanding 53,932,361 common shares, $0.01 par value per share. Each of the outstanding common shares entitles
the holder thereof to one vote on each matter to be voted upon at the Annual Meeting or any postponement or
adjournment thereof. The holders of our common shares have no cumulative voting rights in the election of
directors. All voting at the Annual Meeting will be governed by our Amended Articles of Incorporation, our Code
of Regulations and the Ohio General Corporation Law.
Registered Shareholders and Beneficial Shareholders
If your common shares are registered in your name directly with our transfer agent, Computershare Investor
Services, LLC, you are considered a holder of record (which we also refer to as a registered shareholder). If you
hold our common shares in a brokerage account or through a bank or other holder of record, you are considered the
beneficial shareholder of the common shares, which shares are often referred to as held in “street name.”