Big Lots 2014 Annual Report Download - page 64

- 52 -
operation, which is expected to occur in 2016. Deloitte Consulting is not acting in any Company Management
capacity. A monthly review of the advisory services activities is occurring with the Deloitte & Touche
LLP audit engagement partner, the Deloitte Consulting Team and the Audit Committee chair to ensure that
independence is maintained.
Audit Committee Report
The Audit Committee has reviewed and discussed the audited financial statements for fiscal 2014 with
management and the independent registered public accounting firm. The Audit Committee has discussed with the
independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 16,
as adopted by the Public Company Accounting Oversight Board. The Audit Committee has received the written
communications from the independent registered public accounting firm required by applicable requirements of
the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s
communications with the Audit Committee concerning independence, and has discussed with the independent
registered public accounting firm its independence. Based on these reviews and discussions, the undersigned
members of the Audit Committee recommended to the Board that the audited consolidated financial statements for
fiscal 2014 be included in our Form 10-K for filing with the SEC.
Members of the Audit Committee
Philip E. Mallott, Chair
James R. Chambers
Peter J. Hayes
Brenda J. Lauderback
Russell E. Solt
PROPOSAL THREE: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015
At its March 3, 2015 meeting, the Audit Committee appointed Deloitte & Touche LLP as our independent
registered public accounting firm for fiscal 2015, subject to our entry into a mutually agreed upon services contract
with Deloitte & Touche LLP. The submission of this matter for approval by shareholders is not legally required;
however, we believe that such submission is consistent with best practices in corporate governance and is another
opportunity for shareholders to provide direct feedback on an important issue of our corporate governance. If the
shareholders do not ratify the appointment of Deloitte & Touche LLP, the selection of such firm as our independent
registered public accounting firm will be reconsidered by the Audit Committee.
A representative of Deloitte & Touche LLP will be present at the Annual Meeting to respond to appropriate
questions and to make a statement if so desired.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO RATIFY
THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL 2015.
PROPOSAL FOUR: ADOPTION OF AN AMENDMENT TO OUR CODE OF REGULATIONS
TO IMPLEMENT PROXY ACCESS
Under this Proposal 4, the Board is recommending that our shareholders adopt an amendment to our Regulations
to implement proxy access. The proposed amendment is contained in a new Section 2.13 to our Regulations,
a copy of which is attached to this Proxy Statement as Appendix A (the “Amendment”). Proxy access allows
eligible shareholders to include their own nominees for director in the Company’s proxy materials along with the
candidates nominated by the Board. At the Company’s 2014 Annual Meeting of Shareholders, our shareholders
approved a nonbinding shareholder proposal requesting that the Company implement proxy access. After
considering the views expressed by our shareholders, the Board approved the Amendment. Pursuant to the Ohio
General Corporation Law and the Company’s organizational documents, the Amendment will not become effective
unless it is adopted by the affirmative vote of holders of our common shares entitling them to exercise not less
than a majority of the voting power of the Company on the Proposal. The Amendment would become effective