Big Lots 2015 Annual Report Download - page 16

You may revoke your consent for householding at any time by contacting Broadridge Financial
Solutions, Inc. (“Broadridge”), either by calling 1-800-542-1061, or by writing to: Broadridge,
Householding Department, 51 Mercedes Way, Edgewood, New York 11717. You will be removed from
the householding program within 30 days of receipt of your instructions at which time you will be sent
separate copies of the documents.
Beneficial shareholders can request more information about householding from their brokers, banks or
other holders of record.
Board’s Recommendations
Subject to revocation, all proxies that are properly completed and timely received will be voted in
accordance with the instructions contained therein. If no instructions are given (excluding broker non-
votes), the persons named as proxy holders will vote the common shares in accordance with the
recommendations of the Board. The Board’s recommendations are set forth together with the
description of each proposal in this Proxy Statement. In summary, the Board recommends a vote:
1. FOR the election of its nominated slate of directors (see Proposal One);
2. FOR the approval, on an advisory basis, of the compensation of our named executive officers,
as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the
Compensation Disclosure and Analysis, compensation tables and the narrative discussion
accompanying the tables (see Proposal Two); and
3. FOR the ratification of Deloitte & Touche LLP as our independent registered public accounting
firm for fiscal 2016 (see Proposal Three).
If any other matter properly comes before the Annual Meeting, or if a director nominee named in this
Proxy Statement is unable to serve or for good cause will not serve, the proxy holders will vote on such
matter or for a substitute nominee as recommended by the Board.
Quorum
The presence, in person or by proxy, of the holders of a majority of the outstanding common shares
entitled to vote at the Annual Meeting will constitute a quorum and permit us to conduct our business at
the Annual Meeting. Proxies received but marked as abstentions and broker non-votes will be included
in the calculation of the number of common shares considered to be present at the Annual Meeting for
purposes of establishing a quorum.
Vote Required to Approve a Proposal
Proposal One
Our Corporate Governance Guidelines contain a majority vote policy and our Amended Articles of
Incorporation impose a majority vote standard applicable to the uncontested election of directors.
Specifically, 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 will 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. In all director elections other than uncontested elections, the
nine director nominees receiving the greatest number of votes cast for their election will be elected as
directors. An “uncontested election” means an election of directors at a meeting of shareholders in
which the number of director nominees does not exceed the number of directors to be elected.
4