Big Lots 2014 Annual Report Download - page 65

- 53 -
upon its adoption by our shareholders. The Board’s decision to approve and seek shareholder adoption of proxy
access amendments reflects its continuing commitment to respond to the views of the Company’s shareholders and
provide them with a voice in corporate governance matters.
Description of Amendment
The following description of the Amendment is qualified in its entirety by reference to the complete text of the
Amendment which is attached hereto in Appendix A. You are urged to read the Amendment in its entirety.
Eligibility of Shareholders to Nominate Directors
Any shareholder or group of shareholders who have maintained continuous qualifying ownership of at least 3% of
the Company’s outstanding common shares for at least the previous three years would be permitted to include a
specified number of director nominees in the Company’s proxy materials for its annual meeting of shareholders.
Calculation of Qualifying Ownership
To ensure that the interests of shareholders seeking to include director nominees in the Company’s proxy materials
are aligned with those of other shareholders, a nominating shareholder would be deemed to own only those
outstanding common shares of the Company as to which the shareholder possesses both (1) the full voting and
investment rights pertaining to the shares and (2) the full economic interest in (including the opportunity for profit
from and risk of loss on) such shares. The following shares would not count as “owned” shares for purposes of
the amendment:
• shares sold by the shareholder or any of its affiliates in any transaction that has not been settled
or closed;
• shares borrowed by the shareholder or any of its affiliates for any purposes or purchased by the
shareholder or any of its affiliates pursuant to an agreement to resell;
• shares subject to any option, warrant, forward contract, swap, contract of sale, other derivative or
similar agreement entered into by the shareholder or any of its affiliates which has, or is intended to
have, the purpose or effect of (1) reducing in any manner, to any extent or at any time in the future,
the shareholder’s or its affiliates’ full right to vote or direct the voting of any such shares, and/or
(2) hedging, offsetting or altering to any degree any gain or loss realized or realizable from maintaining
the full economic ownership of such shares by the shareholder or affiliate.
Number of Shareholder-Nominated Candidates
The maximum number of shareholder-nominated candidates that the Company would be required to include in its
proxy materials would equal 25% of the directors in office at the time of nomination. If the 25% calculation does
not result in a whole number, the maximum number of shareholder-nominated candidates would be the closest
whole number below 25%. If one or more vacancies occur on the Board, or the Board decides to reduce the size
of the Board in connection therewith, after the nomination deadline, the nominee limit would be calculated based
on the reduced number of directors. Any shareholder-nominated candidate who is either subsequently withdrawn
or included by the Board in the proxy materials as a Board-nominated candidate would be counted against the
nominee limit.
Procedure for Selecting Candidates if Nominee Limit Exceeded
Any nominating shareholder that submits more than one nominee would be required to provide a ranking of its
proposed nominees. If the number of shareholder-nominated candidates exceeds the nominee limit, the highest
ranking qualified individual from the list proposed by each nominating shareholder, beginning with the nominating
shareholder with the largest qualifying ownership and proceeding through the list of nominating shareholders in
descending order of qualifying ownership, would be selected for inclusion in the proxy materials until the nominee
limit is reached.