Big Lots 2014 Annual Report Download - page 21

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Selection of Nominees by the Board
The Nominating / Corporate Governance Committee has oversight over a broad range of issues relating to the
composition and operation of the Board. The Nominating / Corporate Governance Committee is responsible for
recommending to the Board the appropriate skills and qualifications required of Board members, based on our
needs from time to time. The Nominating / Corporate Governance Committee also evaluates prospective director
nominees against the standards and qualifications set forth in the Corporate Governance Guidelines. Although
the Nominating / Corporate Governance Committee has not approved any specific minimum qualifications that
must be met by a nominee for director recommended by the Committee and has not adopted a formal policy with
regard to the consideration of diversity in identifying director nominees, the Committee considers factors such
as the prospective nominee’s relevant experience, character, intelligence, independence, commitment, judgment,
prominence, age, and compatibility with our CEO and other members of the Board. The Nominating / Corporate
Governance Committee also considers other relevant factors that it deems appropriate, including the current
composition of the Board and the alignment of the Board members skills and experiences with our strategic plan,
diversity, the balance of management and independent directors, and the need for committee expertise. Before
commencing a search for a new director nominee, the Nominating / Corporate Governance Committee confers
with the Board regarding the factors it intends to consider in its search.
In identifying potential candidates for Board membership, the Nominating / Corporate Governance Committee
considers recommendations from the Board, shareholders and management. A shareholder who wishes to
recommend a prospective director nominee to the Board must send written notice to: Chair of the Nominating /
Corporate Governance Committee, Big Lots, Inc., 300 Phillipi Road, Columbus, Ohio 43228. The written notice
must include the prospective nominee’s name, age, business address, principal occupation, ownership of our
common shares, information that would be required under the rules of the SEC in a proxy statement soliciting
proxies for the election of such prospective nominee as a director, and any other information that is deemed
relevant by the recommending shareholder. Shareholder recommendations that comply with these procedures and
that meet the factors outlined above will receive the same consideration that the recommendations of the Board and
management receive.
Pursuant to its written charter, the Nominating / Corporate Governance Committee has the authority to retain
consultants and search firms to assist in the process of identifying and evaluating director candidates and to
approve the fees and other retention terms for any such consultant or search firm. Spencer Stuart was retained in
connection with the selection of the director nominees proposed for election at the Annual Meeting.
Majority Vote Policy and Standard
Our Amended Articles of Incorporation impose a majority vote standard in uncontested elections of directors
and our Corporate Governance Guidelines contain a majority vote policy applicable to uncontested elections of
directors. 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 shall 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. The majority vote policy contained in our Corporate Governance Guidelines requires any nominee for
director who does not receive more votes cast for such nominee’s election than votes cast against and/or withheld
as to his or her election to deliver his or her resignation from the Board to the Nominating / Corporate Governance
Committee. Broker non-votes have no effect in determining whether the required affirmative majority vote has
been obtained. Withheld votes have the same effect as a vote against a director nominee. Upon its receipt of
such resignation, the Nominating / Corporate Governance Committee will promptly consider the resignation
and recommend to the Board whether to accept the resignation or to take other action. The Board will act on
the recommendation of the Nominating / Corporate Governance Committee no later than 100 days following
the certification of the shareholder vote. The Nominating / Corporate Governance Committee, in making its
recommendation, and the Board, in making its decision, will evaluate such resignation in light of the best interests
of Big Lots and our shareholders and may consider any factors and other information they deem relevant. We will
promptly publicly disclose the Board’s decision in a periodic or current report to the SEC.