Big Lots 2014 Annual Report Download - page 62

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We request that our shareholders indicate their support for the compensation of our named executive officers as
disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K by approving the following resolution:
“RESOLVED, that the shareholders of Big Lots approve, on an advisory basis, the compensation
of the named executive officers of Big Lots, as disclosed in Big Lots’ Proxy Statement for the 2015
Annual Meeting of Shareholders pursuant to Item 402 of Regulation S-K, including the Compensation
Discussion and Analysis, compensation tables and the narrative discussion accompanying the tables.”
The vote on the approval of the compensation of our named executive officers is advisory, which means that the
vote is not binding on the Board, the Compensation Committee or us. If a majority of the votes are cast against
the approval of the compensation of our named executive officers, the Board and the Compensation Committee
will evaluate whether to take any actions to address the concerns of the shareholders with respect to our executive
compensation program.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE COMPENSATION
OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT
PURSUANT TO ITEM 402 OF REGULATION S-K, INCLUDING THE CD&A, COMPENSATION
TABLES AND THE NARRATIVE DISCUSSION ACCOMPANYING THE TABLES.
AUDIT COMMITTEE DISCLOSURE
General Information
The Audit Committee consists of five non-employee directors of the Board. The members of the Audit Committee
have been reviewed by the Board and determined to be independent within the meaning of all applicable SEC
regulations and NYSE listing standards.
The charter of the Audit Committee states that the purpose of the Audit Committee is to assist the Board in its
oversight of:
• the integrity of our financial statements and financial reporting process, and our systems of internal
accounting and financial controls;
• our compliance with legal and regulatory requirements, including our disclosure controls
and procedures;
• the annual independent audit of our financial statements, the engagement of our independent registered
public accounting firm, and the evaluation of the firm’s qualifications, independence and performance;
• the performance of our internal audit function;
• the evaluation of enterprise risk issues; and
• the fulfillment of other responsibilities set forth in its charter.
The full text of the Audit Committee’s charter is available in the Investor Relations section of our website
(www.biglots.com) under the “Corporate Governance” caption. The Audit Committee regularly reviews its
responsibilities as outlined in its charter, prepares an annual agenda to include all of its responsibilities and
conducts a self-assessment and review of the charter annually. The Audit Committee believes it fulfilled its
responsibilities under the charter in fiscal 2014.
The Audit Committee schedules its meetings with a view towards ensuring that it devotes appropriate attention to
all of its responsibilities. The Audit Committee’s meetings include, whenever appropriate, executive sessions with
the independent registered public accounting firm, the Company’s Director, Internal Audit and our Chief Financial
Officer, in each case without the presence of management. The Audit Committee also meets in executive session
without the presence of anyone else, whenever appropriate.
During fiscal 2014, management completed the documentation, testing and evaluation of our system of internal
control over financial reporting in accordance with the requirements set forth in Section 404 of the Sarbanes-
Oxley Act of 2002 and related regulations. The Audit Committee was apprised of the progress of the evaluation
and provided oversight and advice to management during the process. In connection with its oversight, the Audit