Big Lots 2014 Annual Report Download - page 74
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A-6
(iv) whose election as a member of the board of directors would cause the corporation to be in violation of
these Regulations, the corporation’s articles of incorporation, as amended, the rules and listing standards of the
principal U.S. exchange upon which the common shares of the corporation are listed, or any applicable state or
federal law, rule or regulation;
(v) who is or has been, within the past three years, an officer or director of a competitor, as defined in
Section 8 of the Clayton Antitrust Act of 1914;
(vi) who is a named subject of a pending criminal proceeding (excluding traffic violations and other minor
offenses) or has been convicted in such a criminal proceeding within the past 10 years;
(vii) if such Shareholder Nominee or the applicable Eligible Shareholder (or any member of any group of
shareholders that together is such Eligible Shareholder) provides information to the corporation in respect of
such nomination that was untrue in any material respect or omitted to state a material fact necessary in order
to make the statement made, in light of the circumstances under which they were made, not misleading, as
determined by the board of directors or any committee thereof; or
(viii) the Eligible Shareholder (or any member of any group of shareholders that together is such Eligible
Shareholder) or applicable Shareholder Nominee fails to comply with its obligations pursuant to this
Section 2.13.
(L) Invalid and Disregarded Nominations. Notwithstanding anything to the contrary set forth herein, the
board of directors or the chairman of the annual meeting of shareholders shall declare a nomination by an Eligible
Shareholder to be invalid, and such nomination shall be disregarded notwithstanding that proxies in respect of such
vote may have been received by the corporation, if (i) the Shareholder Nominee(s) and/or the applicable Eligible
Shareholder (or any member of any group of shareholders that together is such Eligible Shareholder) breaches its
or their obligations under this Section 2.13, as determined by the board of directors or the chairman of the annual
meeting, or (ii) the Eligible Shareholder (or a qualified representative thereof) does not appear at the meeting of
shareholders to present any nomination pursuant to this Section 2.13.
(M) Ineligible Shareholder Nominees. Any Shareholder Nominee who is included in the corporation’s proxy
materials for a particular annual meeting of shareholders but either (i) withdraws from or becomes ineligible or
unavailable for election at the annual meeting, or (ii) does not receive at least 25% of the votes cast in favor of such
Shareholder Nominee’s election, shall be ineligible to be a Shareholder Nominee pursuant to this Section 2.13 for
the following two annual meetings.