Big Lots 2015 Annual Report Download - page 24

Selection of Nominees by the Board
The Nominating / Corporate Governance Committee has oversight over a broad range of issues
relating to the composition and operation of the Board. The Nominating / Corporate Governance
Committee is responsible for recommending to the Board the appropriate skills and qualifications
required of Board members, based on our needs from time to time. The Nominating / Corporate
Governance Committee also evaluates prospective director nominees against the standards and
qualifications set forth in the Corporate Governance Guidelines. Although the Nominating / Corporate
Governance Committee has not approved any specific minimum qualifications that must be met by a
nominee for director recommended by the Committee and has not adopted a formal policy with regard
to the consideration of diversity in identifying director nominees, the Committee considers factors such
as the prospective nominee’s relevant experience, character, intelligence, independence, commitment,
judgment, prominence, age, and compatibility with our CEO and other members of the Board. The
Nominating / Corporate Governance Committee also considers other relevant factors that it deems
appropriate, including the current composition of the Board, the alignment of the Board members’ skills
and experiences with our strategic plan, diversity, the balance of management and independent
directors, and the need for committee expertise. Before commencing a search for a new director
nominee, the Nominating / Corporate Governance Committee confers with the Board regarding the
factors it intends to consider in its search.
In identifying potential candidates for Board membership, the Nominating / Corporate Governance
Committee considers recommendations from the Board, shareholders and management, as well as
proxy access candidates. A shareholder who wishes to recommend a prospective director nominee to
the Board must send written notice to: Chair of the Nominating / Corporate Governance Committee,
Big Lots, Inc., 300 Phillipi Road, Columbus, Ohio 43228. The written notice must include the
prospective nominee’s name, age, business address, principal occupation, ownership of our common
shares, information that would be required under the rules of the SEC in a proxy statement soliciting
proxies for the election of such prospective nominee as a director, and any other information that is
deemed relevant by the recommending shareholder. Shareholder recommendations that comply with
these procedures and that meet the factors outlined above will receive the same consideration that the
recommendations of the Board and management receive.
Pursuant to its written charter, the Nominating / Corporate Governance Committee has the authority to
retain consultants and search firms to assist in the process of identifying and evaluating director
candidates and to approve the fees and other retention terms for any such consultant or search firm.
No such firm was retained in connection with the selection of the director nominees proposed for
election at the Annual Meeting.
Majority Vote Policy and Standard
Our Amended Articles of Incorporation impose a majority vote standard in uncontested elections of
directors and our Corporate Governance Guidelines contain a majority vote policy applicable to
uncontested elections of directors. Article Eighth of our Amended Articles of Incorporation provides that
if a quorum is present at the Annual Meeting, a director nominee in an uncontested election shall be
elected to the Board if the number of votes cast for such nominee’s election exceeds the number of
votes cast against and/or withheld from such nominee’s election. The majority vote policy contained in
our Corporate Governance Guidelines requires any nominee for director who does not receive more
votes cast for such nominee’s election than votes cast against and/or withheld as to his or her election
to deliver his or her resignation from the Board to the Nominating / Corporate Governance Committee.
Broker non-votes have no effect in determining whether the required affirmative majority vote has been
obtained. Withheld votes have the same effect as a vote against a director nominee. Upon its receipt of
such resignation, the Nominating / Corporate Governance Committee will promptly consider the
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