Big Lots 2014 Annual Report Download - page 16

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3. FOR the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for
fiscal 2015 (see Proposal Three); and
4. FOR the proposal to amend our Code of Regulations to adopt proxy access (see Proposal Four).
If any other matter properly comes before the Annual Meeting, or if a director nominee named in this Proxy
Statement is unable to serve or for good cause will not serve, the proxy holders will vote on such matter or for a
substitute nominee as recommended by the Board.
Quorum
The presence, in person or by proxy, of the holders of a majority of the outstanding common shares entitled to vote
at the Annual Meeting will constitute a quorum and permit us to conduct our business at the Annual Meeting.
Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number
of common shares considered to be present at the Annual Meeting for purposes of establishing a quorum.
Vote Required to Approve a Proposal
Proposal One
Our Corporate Governance Guidelines contain a majority vote policy and our Amended Articles of Incorporation
impose a majority vote standard applicable to the uncontested election of directors. Specifically, Article Eighth
of our Amended Articles of Incorporation provides that if a quorum is present at the Annual Meeting, a director
nominee in an uncontested election will be elected to the Board if the number of votes cast for such nominee’s
election exceeds the number of votes cast against and/or withheld from such nominee’s election. In all director
elections other than uncontested elections, the nine director nominees receiving the greatest number of votes cast
for their election will be elected as directors. An “uncontested election” means an election of directors at a meeting
of shareholders in which the number of director nominees does not exceed the number of directors to be elected.
A properly executed proxy marked as withholding authority with respect to the election of one or more nominees
for director will not be voted with respect to the nominee or nominees for director indicated. Broker non-votes will
not be considered votes cast for or against or withheld from a director nominee’s election at the Annual Meeting.
See the “Governance – Majority Vote Policy and Standard” section of this Proxy Statement for more information
about our majority vote policy and standard.
Other Matters
For purposes of Proposal Two and Proposal Three, the affirmative vote of the holders of a majority of the common
shares represented in person or by proxy and entitled to vote on each such matter will be required for approval.
The votes received with respect to Proposal Two and Proposal Three are advisory and will not bind the Board
or us. For purposes of Proposal Four, the affirmative vote of the holders of our common shares entitling them to
exercise not less than a majority of the voting power of the Company on the proposal will be required for approval.
A properly executed proxy marked “abstain” with respect to Proposal Two, Proposal Three and Proposal Four
will not be voted with respect to such matter, although it will be counted for purposes of determining the number
of common shares necessary for approval of such matter. Accordingly, an abstention will have the effect of a vote
against Proposal Two, Proposal Three and Proposal Four. If no voting instructions are given (excluding broker non-
votes), the persons named as proxy holders on the proxy card will vote the common shares in accordance with the
recommendation of the Board. Broker non-votes will have no effect on Proposal Two or Proposal Three, but will
have the same effect as a vote against Proposal Four.