Big Lots 2015 Annual Report Download - page 35

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Executive Compensation Policies and Practices
Our executive compensation policies and practices support good governance and mitigate excessive
risk taking and include the following:
Policies and Practices Big Lots Policies and Practices
Pay for Performance In accordance with the Company’s pay-for-performance
philosophy, performance-linked compensation comprised 50% to
61% of the compensation awarded to our named executive
officers in fiscal 2015.
Stock Ownership Requirements All of our outside directors and Leadership Team members are
subject to stock ownership requirements.
Clawback Policy Our employment agreements with Mr. Campisi and Ms.
Bachmann provide that any compensation paid to the executive
pursuant to any agreement or arrangement between the
executive and us will be subject to deduction and clawback to the
extent required by any applicable law or stock exchange listing
requirement or any policy adopted by us with respect to any such
law or listing requirement.
Anti-Hedging and Pledging Policy We do not allow our directors or Leadership Team members to
enter into any hedging, pledging or monetization transactions
relating to our common shares.
Independent Compensation Consultant The Committee’s independent compensation consultant,
Exequity LLP (“Exequity”), is engaged directly by the Committee
and performs services solely for the Committee.
Independent Board Chairman We have separated our CEO and Chairman of the Board
positions.
No Dividends on Unearned Performance
Awards
We do not pay dividends on unearned performance awards.
No Excise Tax Gross-ups for Change-in-
Control Payments in our Employment
Agreements
We have eliminated any reimbursement for any “golden
parachute” excise tax imposed under Section 4999 of the Internal
Revenue Code (“IRC”) in our employment agreements.
2015 Annual Meeting Results and Shareholder Engagement
At our 2015 annual meeting of shareholders, we held an advisory vote of our shareholders regarding
the fiscal 2014 compensation of our named executive officers as disclosed in our 2015 Proxy
Statement (the “2015 say-on-pay vote”). Approximately 88% of votes cast voted in favor of our 2015
say-on-pay vote. The 2015 say-on-pay vote and discussions with shareholders before our 2015 annual
meeting of shareholders suggested to us that the Company’s executive compensation program was
generally supported by our shareholders and effectively responded to the concerns previously
expressed by our shareholders. Since our 2015 annual meeting of shareholders, the Committee has
considered the results of the 2015 say-on-pay vote in its evaluation of our executive compensation
program. Based on the strong support our shareholders expressed at our 2015 annual meeting of
shareholders, after due consideration and consultation with Exequity, the Committee did not make any
changes to our executive compensation program as a result of the 2015 say-on-pay vote. However,
the Company will continue to monitor shareholder concerns with its compensation programs and will
seek shareholder input to help understand any issues shareholders may have with the Company’s
compensation program.
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