Big Lots 2014 Annual Report Download - page 27

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(4) In its Schedule 13G/A filed on February 11, 2015, Sasco Capital, Inc., 10 Sasco Hill Road, Fairfield,
CT 06824, stated that it beneficially owned the number of common shares reported in the table as of
December 31, 2014, had sole voting power over 1,521,632 of the shares, had sole dispositive power over
3,560,041 shares, and had no shared voting power or shared dispositive power over any of the shares.
(5) In its Schedule 13G/A filed on January 30, 2015, BlackRock, Inc., 55 East 52nd Street, New York, NY 10022,
stated that it beneficially owned the number of common shares reported in the table as of December 31, 2014,
had sole voting power over 3,060,309 of the shares and sole dispositive power over all the shares, and had no
shared voting power or shared dispositive power over any of the shares.
(6) In its Schedule 13G filed on February 12, 2015, LSV Asset Management, 155 North Wacker Drive, Suite
4600, Chicago, IL 60606, stated that it beneficially owned the number of common shares reported in the table
as of December 31, 2014, had sole voting power over 1,630,319 of the shares and sole dispositive power over
2,932,904 shares, and had no shared voting power or shared dispositive power over any of the shares.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), requires our directors and
executive officers, and persons who beneficially own more than 10% of our outstanding common shares, to file
with the SEC and the NYSE initial reports of ownership and reports of changes in ownership of our common
shares. Executive officers, directors and greater than 10% shareholders are required by the SEC rules to furnish
us with copies of all Section 16(a) reports they file. Based upon a review of filings with the SEC and written
representations that no other reports were required, we believe that all of our directors and executive officers and
greater than 10% shareholders complied during fiscal 2014 with the reporting requirements of Section 16(a) of the
Exchange Act, except Mr. Hayes, a non-employee director, who inadvertently failed to disclose the sale of 411 of
our common shares on March 21, 2014. This transaction was reported on a Form 4 dated March 28, 2014.
EXECUTIVE COMPENSATION
Compensation Committee Report
The Compensation Committee reviewed and discussed the following Compensation Discussion and Analysis
(“CD&A”) with management and, based on such review and discussion, the Compensation Committee
recommended to the Board that the CD&A be included in this Proxy Statement and our Annual Report on
Form 10-K for fiscal 2014 (“Form 10-K”).
Members of the Compensation Committee
Russell E. Solt, Chair
Jeffrey P. Berger
Peter J. Hayes
James R. Tener
Dennis B. Tishkoff
Compensation Discussion and Analysis
This CD&A describes our executive compensation program for fiscal 2014 and certain elements of our executive
compensation program for fiscal 2015 and explains how the Board and the Compensation Committee of the Board
(which we refer to as the “Committee” in this CD&A) made its compensation decisions for our named executive
officers, who, for fiscal 2014, were:
• Mr. Campisi, our CEO and President;
• Mr. Johnson, our Executive Vice President, Chief Financial Officer;
• Ms. Bachmann, our Executive Vice President, Chief Operating Officer;
• Mr. Chene, our Executive Vice President, Chief Merchandising Officer; and
• Mr. Schlonsky, our Senior Vice President, Human Resources and Corporate Secretary.