Big Lots 2015 Annual Report Download - page 25

resignation and recommend to the Board whether to accept the resignation or to take other action. The
Board will act on the recommendation of the Nominating / Corporate Governance Committee no later
than 100 days following the certification of the shareholder vote. The Nominating / Corporate
Governance Committee, in making its recommendation, and the Board, in making its decision, will
evaluate such resignation in light of the best interests of Big Lots and our shareholders and may
consider any factors and other information they deem relevant. We will promptly publicly disclose the
Board’s decision in a periodic or current report to the SEC.
Determination of Director Independence
The Board affirmatively determined that, with the exception of Mr. Campisi, all of the directors
nominated for election at the Annual Meeting are independent of Big Lots, its subsidiaries and its
management under the standards set forth in the NYSE rules, and no director nominee has a material
relationship with Big Lots, its subsidiaries or its management aside from his or her service as a
director. Mr. Campisi is not an independent director due to his employment by Big Lots.
In determining that each of the director nominees other than Mr. Campisi is independent, the Board
considered charitable contributions to not-for-profit organizations of which these director nominees or
their immediate family members are executive officers or directors and determined that each of the
transactions and relationships it considered was immaterial and did not impair the independence of any
of the directors.
Related Person Transactions
Our Corporate Governance Guidelines, Code of Business Conduct and Ethics, Code of Ethics for
Financial Professionals, and human resources policies prohibit (without the consent of the Board or the
Nominating / Corporate Governance Committee) directors, officers and employees from engaging in
transactions that conflict with our interests or that otherwise usurp corporate opportunities.
Pursuant to our written related person transaction policy, the Nominating / Corporate Governance
Committee evaluates “related person transactions.” Consistent with SEC rules, we consider a related
person transaction to be any transaction, arrangement or relationship (or any series of similar
transactions, arrangements or relationships):
(1) involving more than $120,000 in which we and any of our directors, nominees for director,
executive officers, holders of more than five percent of our common shares, or their
respective immediate family members were or are to be a participant; and
(2) in which such related person had, has or will have a direct or indirect material interest.
Under our policy, our directors, executive officers and other members of management are responsible
for bringing all transactions, whether proposed or existing, of which they have knowledge and which
they believe may constitute related person transactions to the attention of our General Counsel. If our
General Counsel determines that the transaction constitutes a related person transaction, our General
Counsel will notify the chair of the Nominating / Corporate Governance Committee. Thereafter, the
Nominating / Corporate Governance Committee will review the related person transaction, considering
all factors and information it deems relevant, and either approve or disapprove the transaction in light
of what the Committee believes to be the best interests of Big Lots and our shareholders. If advance
approval is not practicable or if a related person transaction that has not been approved is discovered,
the Nominating / Corporate Governance Committee will promptly consider whether to ratify the related
person transaction. Where advance approval is not practicable or we discover a related person
transaction that has not been approved and the Committee disapproves the transaction, the
Committee will, taking into account all of the factors and information it deems relevant (including the
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