Big Lots 2014 Annual Report Download - page 24

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Communications with the Board
Shareholders and other parties interested in communicating directly with the Board, with specified individual
directors or with the non-employee directors as a group, may do so by choosing one of the following options:
Call: [phone]
Write: Big Lots Board of Directors, 300 Phillipi Road, Columbus, Ohio 43228-5311
E-mail: http://biglots.safe2say.info
Under a process approved by the Nominating / Corporate Governance Committee for handling correspondence
received by us and addressed to non-employee directors, our General Counsel reviews all such correspondence and
forwards to the Board or appropriate members of the Board a summary and/or copies of any such correspondence
that deals with the functions of the Board, members or committees thereof or otherwise requires their attention.
Directors may at any time review a log of all correspondence received by us and directed to members of the Board
and may request copies of any such correspondence. Concerns relating to our accounting, internal accounting
controls or auditing matters will be referred to the Audit Committee. Concerns relating to the Board or members
of senior management will be referred to the Nominating / Corporate Governance Committee. Parties submitting
communications to the Board may choose to do so anonymously or confidentially.
DIRECTOR COMPENSATION
Under the Big Lots, Inc. Non-Employee Director Compensation Package established by the Board, each non-
employee director is compensated for Board and committee participation in the form of retainers and fees and a
restricted stock award.
Retainers and Fees
We pay our non-employee directors retainers and fees on a quarterly basis. Until May 29, 2014, the retainers and
fees we paid to non-employee directors for consisted of: (1) an annual retainer of $70,000 for each non-employee
director other than the nonexecutive chair; (2) an annual retainer of $160,000 for the nonexecutive chair; (3) an
annual retainer of $30,000 for the Audit Committee chair; (4) an annual retainer of $20,000 for the chairs of the
Compensation Committee and the Nominating / Corporate Governance Committee; (5) an annual retainer of
$15,000 for each Audit Committee member; (6) an annual retainer of $10,000 for each Compensation Committee
member and each Nominating / Corporate Governance Committee member; (7) donations by us in an aggregate
annual amount up to $15,000 to charitable organizations nominated by the non-employee director; (8) matching
charitable donations by us in an aggregate annual amount up to $15,000 to charitable organizations to which the
non-employee director makes contributions; and (9) the payment of $750 for each telephonic Board or committee
meeting attended by the non-employee director in a fiscal quarter after the first telephonic meeting held by the
Board or committee during such quarter. Effective May 29, 2014, the annual retainer for each non-employee
director other than the nonexecutive chair increased to $80,000 and effective August 28, 2014, the annual retainer
for the nonexecutive chair increased to $170,000.
During fiscal 2014, Messrs. Berger, Chambers, Hayes, Mallott, Solt, Tener, Tishkoff, and Ms. Lauderback qualified
as non-employee directors and, as a result, received compensation for their Board service. Due to our employment
of Mr. Campisi as CEO in fiscal 2014, he did not qualify as a non-employee director and he did not receive
compensation for his service as a director. The compensation received by Mr. Campisi as an employee is shown in
the Summary Compensation Table included in this Proxy Statement.
Restricted Stock
In fiscal 2014, the non-employee directors also received a restricted stock award having a grant date fair value
equal to approximately $110,000 (2,550 common shares). The fiscal 2014 restricted stock awards were made in
June 2014 under the Big Lots 2012 Long-Term Incentive Plan (“2012 LTIP”). The restricted stock awarded to the
non-employee directors in fiscal 2014 will vest on the earlier of (1) the trading day immediately preceding the
Annual Meeting or (2) the non-employee director’s death or disability (as that term is defined in the 2012 LTIP).
However, the restricted stock will not vest if the non-employee director ceases to serve on the Board before either
vesting event occurs.