Big Lots 2014 Annual Report Download - page 67

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• complying with applicable laws and stock exchange requirements and the Company’s policies and
guidelines applicable to directors; and
• the accuracy and completeness of all information provided to the Company.
Each shareholder nominee would also be required to submit an irrevocable resignation to the Company in
connection with his or her nomination, which would become effective upon the Board determining that certain
information provided by the shareholder nominee in connection with the nomination is untrue or misleading or that
the nominee or the shareholder that nominated the nominee breached any obligations to the Company under the
Regulations. Shareholder nominees would also be required to submit completed and signed questionnaires required
of Company directors and officers and provide any additional information necessary for the Board’s independence
evaluation and determination.
Exclusion of Shareholder Nominees
The Company would not be required to include a shareholder nominee in the Company’s proxy materials if:
• the nominating shareholder participates in the solicitation of any nominee other than its nominees or
Board nominees;
• the nominee becomes a party to a compensatory arrangement with a person or entity other than the
Company in connection with such nominee’s candidacy for director or service or action as a director;
• the nominee is not independent under any applicable independence standards;
• the election of the nominee would cause the Company to violate its Regulations or Amended Articles of
Incorporation, any stock exchange requirements or any laws, rules or regulations;
• the nominee has been an officer or director of a competitor, as defined in Section 8 of the Clayton
Antitrust Act of 1914, within the past three years;
• the nominee is the subject of a pending criminal proceeding or has been convicted in a criminal
proceeding within the past 10 years; or
• the nominee or the nominating shareholder has provided false or misleading information to the
Company or breached any of their respective obligations under the Amendment.
The Board or the chairman of the annual meeting would declare a director nomination by a shareholder to be
invalid, and such nomination would be disregarded, if (1) the director nominee or the shareholder breaches any of
their respective obligations under the Amendment or (2) the shareholder does not appear at the annual meeting in
person or by proxy to present the nomination.
Future Disqualification of Shareholder Nominees
Any shareholder nominee who is included in the Company’s proxy materials but subsequently withdraws from or
becomes ineligible for election at the meeting or does not receive at least 25% of the vote cast in favor of his or her
election would be ineligible for nomination for the following two annual meetings.
Supporting Statement
Nominating shareholders would be permitted to include in the proxy statement a 500-word statement in support of
their nominee(s). The Company may omit any information or statement that it, in good faith, believes would violate
any applicable law or regulation.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO ADOPT THE
AMENDMENT TO OUR REGULATIONS TO IMPLEMENT PROXY ACCESS.