Big Lots 2013 Annual Report Download - page 15

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Beneficial shareholders should follow the procedures and directions set forth in the materials they receive from
the broker, bank or other holder of record who is the registered holder of their common shares to instruct such
registered holder how to vote those common shares or revoke previously given voting instructions. Please contact
your broker, bank or other holder of record to determine the applicable deadlines. Beneficial shareholders who wish
to vote at the Annual Meeting will need to obtain and provide to the secretary of the meeting a completed form of
proxy from the broker, bank or other holder of record who is the registered holder of their common shares.
Brokers, banks and other holders of record who hold common shares for beneficial owners in street name may
vote such common shares on “routine” matters (as determined under New York Stock Exchange (“NYSE”) rules),
such as Proposal Five, without specific voting instructions from the beneficial owner of such common shares.
Such brokers, banks and other holders of record may not, however, vote such common shares on “non-routine”
matters, such as Proposal One, Proposal Two, Proposal Three, Proposal Four and Proposal Six without specific
voting instructions from the beneficial owner of such common shares. Proxies submitted by such brokers, banks
and other holders of record that have not been voted on “non-routine” matters are referred to as “broker non-votes.”
Broker non-votes will not be counted for purposes of determining the number of common shares necessary for
approval of any matter to which broker non-votes apply (i.e., broker non-votes will have no effect on the outcome of
such matter).
Householding
SEC rules allow multiple shareholders residing at the same address the convenience of receiving a single copy
of the Annual Report to Shareholders, proxy materials and Notice of Internet Availability if they consent to do
so (“householding”). Householding is permitted only in certain circumstances, including when you have the
same last name and address as another shareholder. If the required conditions are met, and SEC rules allow, your
household may receive a single copy of the Annual Report to Shareholders, proxy materials and Notice of Internet
Availability. Upon request, we will promptly deliver a separate copy of the Annual Report to Shareholders, proxy
materials and Notice of Internet Availability, as applicable, to a shareholder at a shared address to which a single
copy of the document(s) was delivered. Such a request should be made in the same manner as a revocation of
consent for householding.
You may either request householding or 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 added to or removed
from the householding program within 30 days of receipt of your instructions. If you revoke your consent for
householding, you will be sent separate copies of the documents sent to our shareholders at such time as you are
removed from the householding program.
Beneficial shareholders can request more information about householding from their brokers, banks or other
holders of record.
Tabulation of Votes
Tabulation of the votes cast at the Annual Meeting will be performed by Broadridge, and such tabulation will be
inspected by our duly appointed inspectors of election.
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 of the amended and restated 2012 LTIP (see Proposal Two);
3. FOR approval of the amended and restated 2006 Bonus Plan (see Proposal Three);