Big Lots Inc. (BIG) 2020年年度報告「NYSE」.pdf

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1、Big Lots,Inc.4900 E.Dublin-Granville RoadColumbus,Ohio 43081April 13,2021Dear Big Lots Shareholder:We cordially invite you to attend the 2021 Annual Meeting of Shareholders of Big Lots,Inc.TheAnnual Meeting will be held virtually on Wednesday,May 26,2021,beginning at 11:00 a.m.,Eastern Time.Duetopub

2、lichealthconcernsrelatedtothecoronavirus(COVID-19)pandemicandtosupportthehealthandwelfare of our shareholders and associates,the Annual Meeting will be held in a completely virtual formatthrough a live webcast.You will not be able to attend the Annual Meeting physically in person.At our virtualAnnua

3、l Meeting,shareholders will be able to attend,vote and submit questions by believe that the virtual format will provide a consistentexperience to our shareholders and allow all shareholders to participate in the Annual Meeting regardless oflocation.The following pages contain the Notice of Annual Me

4、eting of Shareholders and the Proxy Statement.You should review this material for information concerning the business to be conducted at the AnnualMeeting.Your vote is important and we encourage you to attend and participate in the virtual Annual Meeting.For additional information regarding how to a

5、ttend and participate in the virtual meeting format,please see“Attendance and Participation at the Virtual Annual Meeting”on page 2 of the Proxy Statement.WhetherornotyouplantoattendthevirtualAnnualMeeting,weurgeyoutovoteassoonaspossible.If youattendthevirtual Annual Meeting and wish to participate

6、by voting electronically during the virtual Annual Meeting,you may revoke your previously submitted proxy as described in the Proxy Statement.Thank you for your ongoing support of,and continued interest in,Big Lots,Inc.Respectfully submitted,JAMES R.CHAMBERSChairmanBRUCE K.THORNPresident and Chief E

7、xecutive OfficerNOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERSWednesday,May 26,202111:00 a.m.Eastern TimeVirtual Meeting Site: is hereby given that the 2021 Annual Meeting of Shareholders of Big Lots,Inc.will be heldvirtually on Wednesday,May 26,2021,beginning at 11:00 a.m.,Eastern Time.At our virtua

8、l AnnualMeeting,shareholders will be able to attend,vote and submit questions by will not be able to attend the Annual Meeting physicallyin person.The Annual Meeting is being held for the following purposes:1.To elect as directors the eleven nominees named in our accompanying Proxy Statement;2.To ap

9、prove,on an advisory basis,the compensation of our named executive officers;3.To ratify the appointment of Deloitte&Touche LLP as our independent registered publicaccounting firm for fiscal 2021;and4.To transact such other business as may properly come before the Annual Meeting.Only shareholders of

10、record at the close of business on the record date,March 31,2021,are entitled tonotice of and to vote at the Annual Meeting and any postponement or adjournment thereof.Furtherinformation regarding voting rights and matters to be voted upon is presented in the accompanying ProxyStatement.On or about

11、April 13,2021,we began mailing to our shareholders of record at the close of business onMarch 31,2021 a Notice of Internet Availability of Proxy Materials containing instructions on how to accessthis Notice of Annual Meeting of Shareholders,the Proxy Statement and our Annual Report toShareholders fo

12、r our fiscal year ended January 30,2021(“fiscal 2020”),as well as instructions on how torequest a paper copy of the proxy materials.By Order of the Board of Directors,Ronald A.Robins,Jr.Executive Vice President,Chief Legal and Governance Officer,General Counsel and Corporate SecretaryApril 13,2021Co

13、lumbus,OhioYour vote is important.Shareholders are urged to vote online.If you attend the virtual Annual Meetingand wish to participate by voting electronically during the virtual Annual Meeting,you may revoke yourpreviously submitted proxy as described in the Proxy Statement.To attend and participa

14、te in the virtual AnnualMeeting,you will need the control number included on your Notice of Internet Availability of Proxy Materials(or proxy card,if you received printed copies of the proxy materials).For additional information regardinghow to participate in the virtual meeting format,please see“At

15、tendance and Participation at the Virtual AnnualMeeting”on page 2 of the Proxy Statement.BIG LOTS,INC.PROXY STATEMENTTABLE OF CONTENTSABOUT THE ANNUAL MEETING.1PROPOSAL ONE.5GOVERNANCE.15DIRECTOR COMPENSATION.23STOCK OWNERSHIP.25EXECUTIVE COMPENSATION.27PROPOSAL TWO.62AUDIT COMMITTEE DISCLOSURE.64PR

16、OPOSAL THREE.67SHAREHOLDER PROPOSALS.67PROXY SOLICITATION COSTS.67OTHER MATTERS.68iPROXY STATEMENTThe Board of Directors(“Board”)of Big Lots,Inc.,an Ohio corporation(“we,”“us,”“our,”the“Company”or“Big Lots”),is furnishing you this proxy statement(this“Proxy Statement”)to solicitproxies for use at th

17、e 2021 Annual Meeting of Shareholders of Big Lots to be held virtually on Wednesday,May 26,2021 beginning at 11:00 a.m.,Eastern Time(including any adjournments,postponements orcontinuations thereof,the“Annual Meeting”).Due to public health concerns related to the coronavirus(COVID-19)pandemic and to

18、 support the health and welfare of our shareholders and associates,the AnnualMeeting will be held in a completely virtual format through a live webcast.You will not be able to attendthe Annual Meeting physically in person.We believe that the virtual format will provide a consistent experienceto our

19、shareholders and allow all shareholders to participate in the Annual Meeting regardless of location.At our virtual Annual Meeting,shareholders will be able to attend,vote and submit questions byvisiting participate(e.g.,submit questions and/or vote)in the virtual Annual Meeting,you will need the con

20、trol number included on your Notice of InternetAvailability of Proxy Materials(or proxy card,if you received printed copies of the proxy materials).This Proxy Statement is dated April 13,2021,and on or about April 13,2021,we began mailing to ourshareholders of record at the close of business on Marc

21、h 31,2021 a Notice of Internet Availability of ProxyMaterials containing instructions on how to access the Notice of Annual Meeting of Shareholders,thisProxy Statement and our Annual Report to Shareholders for our fiscal year ended January 30,2021(“fiscal2020”).ABOUT THE ANNUAL MEETINGPurpose of the

22、 Annual MeetingAt the Annual Meeting,shareholders will act upon the matters outlined in the Notice of AnnualMeeting included with this Proxy Statement.Specifically,our shareholders will be asked to:(1)elect eleven directors to serve until the 2022 Annual Meeting of the Shareholders of the Company;(2

23、)approve,on an advisory basis,the compensation of our named executive officers,as disclosed inthis Proxy Statement pursuant to Item 402 of Regulation S-K,including the CompensationDiscussion and Analysis,compensation tables and the narrative discussion accompanying thetables(“say-on-pay resolution”)

24、;(3)ratify the appointment of Deloitte&Touche LLP as our independent registered public accountingfirm for our fiscal year ending January 29,2022(“fiscal 2021”);and(4)transact such other business as may properly come before the Annual Meeting.Under our governing documents,no other business may be rai

25、sed by shareholders at the AnnualMeeting unless proper and timely notice has been given to us by the shareholders seeking to bring suchbusiness before the meeting.Virtual-Only Meeting FormatDue to the ongoing public health considerations associated with the COVID-19 pandemic,andbecause the health,sa

26、fety and well-being of our associates and shareholders is of utmost importance to us,we will be holding our 2021 Annual Meeting of Shareholders in a virtual-only meeting format.Shareholder Voting RightsOnly those shareholders of record at the close of business on March 31,2021,the record date for th

27、eAnnual Meeting(“Record Date”),are entitled to receive notice of,and to vote at,the Annual Meeting.At1the Record Date,the Company had 35,101,482 common shares,$0.01 par value per share(“CommonShares”)outstanding.Each of the outstanding Common Shares entitles the holder thereof to one vote oneach mat

28、ter to be voted upon at the Annual Meeting or any postponement or adjournment thereof.Theholders of our Common Shares have no cumulative voting rights in the election of directors.All voting atthe Annual Meeting will be governed by our Amended Articles of Incorporation,our Amended Code ofRegulations

29、 and the Ohio General Corporation Law.Registered Shareholders and Beneficial ShareholdersIf your Common Shares are registered in your name directly with our transfer agent,ComputershareInvestor Services,LLC,you are considered a holder of record(which we also refer to as a registeredshareholder).If y

30、ou hold our Common Shares in a brokerage account or through a bank or other holder ofrecord,you are considered the beneficial shareholder of the Common Shares,which shares are oftenreferred to as being held in“street name.”Internet Availability of Proxy MaterialsIn accordance with rules adopted by t

31、he Securities and Exchange Commission(“SEC”),instead ofmailing a printed copy of our proxy materials to each shareholder of record,we are permitted to furnishour proxy materials,including the Notice of Annual Meeting of Shareholders,this Proxy Statement and ourAnnual Report to Shareholders,by provid

32、ing access to such documents on the Internet.Generally,shareholders will not receive printed copies of the proxy materials unless they request them.We believefurnishing proxy materials to our shareholders on the Internet will allow us to provide our shareholders withthe information they need,while r

33、educing the costs of delivery of our proxy materials and the environmentalimpact of the Annual Meeting.A Notice of Internet Availability of Proxy Materials that provides instructions for accessing our proxymaterials on the Internet was mailed directly to registered shareholders.The Notice of Interne

34、t Availabilityof Proxy Materials also provides instructions regarding how registered shareholders may vote their CommonShares on the Internet.Registered shareholders who prefer to receive a paper or email copy of our proxymaterials should follow the instructions provided in the Notice of Internet Av

35、ailability of Proxy Materials forrequesting such paper or email copies.A notice that directs our beneficial shareholders to the website where they can access our proxymaterials should be forwarded to each beneficial shareholder by the broker,bank or other holder of recordthatisconsideredtheregistere

36、dshareholderwithrespecttotheCommonSharesof thebeneficialshareholder.Such broker,bank or other holder of record should also provide to the beneficial shareholders instructionson how the beneficial shareholders may request a paper or email copy of our proxy materials.Beneficialshareholders have the ri

37、ght to direct their broker,bank or other holder of record on how to vote theirCommon Shares by following the voting instructions they receive from their broker,bank or other holder ofrecord.To enroll in the electronic delivery service for future shareholder meetings,use your Notice of InternetAvaila

38、bility of Proxy Materials(or proxy card,if you received printed copies of the proxy materials)toregister online at and,when prompted,indicate that you agree to receive or accessshareholder communications electronically in future years.Attendance and Participation at the Virtual Annual MeetingAnnual

39、Meeting Access InstructionsBecause the Annual Meeting will be held in a completely virtual format through a live webcast,there isno physical meeting location.To attend and participate(e.g.,submit questions and/or vote)in the virtualAnnual Meeting,holders of Common Shares as of the Record Date,or the

40、ir duly appointed proxies,shouldaccess the live webcast of the Annual Meeting at information regarding how to vote at the virtual Annual Meeting,see“Vote by Internet at theAnnual Meeting”below.2To attend and participate in the virtual Annual Meeting,you will need the control number included onyour N

41、otice of Internet Availability of Proxy Materials(or proxy card,if you received printed copies of theproxy materials).Access to the webcast of the Annual Meeting will open approximately 15 minutes beforethe scheduled start time of the Annual Meeting.We recommend that you log in to the Annual Meeting

42、 severalminutes before its scheduled start time.An audio recording of the entire virtual Annual Meeting will beavailable in the Investor Relations section of our website()after the meeting.We will have technicians available to assist you with any difficulties you may have accessing the virtualAnnual

43、 Meeting.If you encounter any difficulties accessing the virtual Annual Meeting or during the AnnualMeeting,a phone number will be available for you to call at the registration start time of Questions to Annual MeetingShareholders as of the Record Date for the Annual Meeting who attend and participa

44、te in the virtualAnnual Meeting may submit questions at for the questionand answer session that will immediately follow the adjournment of the Annual Meeting.Shareholders musthave the control number included on their Notice of Internet Availability of Proxy Materials(or proxycard,if they received pr

45、inted copies of the proxy materials)to submit questions.As with the annual meetingsof shareholders we have held in the past,we will use reasonable efforts to answer all questions relevant tomeeting matters during the virtual Annual Meeting,subject to time constraints and the rules of conduct forthe

46、Annual Meeting.How to Vote and Revoke Your VoteRegistered ShareholdersAfter receiving your Notice of Internet Availability of Proxy Materials(or proxy card,if you receivedprinted copies of the proxy materials),registered shareholders are urged to visit toaccess our proxy materials.If you are a regis

47、tered shareholder,there are several ways for you to vote your Common Shares:Vote By Internet Before the Date of the Annual Meeting.You will have the opportunity to voteyour Common Shares online at until May 25,2021 at 11:59 p.m.,Eastern Time.When voting online before the date of the Annual Meeting,y

48、ou must have the control numberincluded on your Notice of Internet Availability of Proxy Materials(or proxy card,if you receivedprinted copies of the proxy materials)and follow the instructions.Vote By Internet at the Annual Meeting.You may also vote your Common Shares online during the virtual Annu

49、al Meeting.When votingonline at the virtual meeting,you must have the control number included on your Notice of InternetAvailability of Proxy Materials(or proxy card,if you received printed copies of the proxy materials)and follow the instructions.Vote By Telephone.You may vote your Common Shares by

50、 telephone by calling 1-800-690-6903from any touch-tone telephone until May 25,2021 at 11:59 p.m.,Eastern Time.When voting bytelephone,youmusthavethecontrolnumberincludedonyourNoticeof InternetAvailabilityof ProxyMaterials(or proxy card,if you received printed copies of the proxy materials)and follo

51、w theinstructions.Vote By Mail.If you received a printed copy of the proxy materials,you may submit your vote bycompleting,signing and dating your proxy card and returning it in the prepaid envelope provided withthe proxy materials to Vote Processing,c/o Broadridge,51 Mercedes Way,Edgewood,New York

52、11717.Proxy cards submitted by mail must be received no later than May 25,2021 to bevoted at the Annual Meeting.If you vote via the Internet or by telephone,your electronic vote authorizes the named proxy holders inthe same manner as if you signed,dated and returned your proxy card.If you vote via t

53、he Internet or bytelephone,do not return your proxy card.3Beneficial ShareholdersBeneficial shareholders have the right to direct the broker,bank or other holder of record that is theregistered holder of their Common Shares on how to vote their Common Shares by following the votinginstructions inclu

54、ded in the materials they receive from their registered holder.Beneficial shareholders shouldfollow the procedures and directions set forth in such voting instructions to instruct their registered holderhow to vote those Common Shares or revoke or change previously given voting instructions(includin

55、g howto vote at the Annual Meeting).Beneficial shareholders should contact their broker,bank or other holderof record to determine the applicable deadlines.Brokers,banks and other holders of record who hold Common Shares for beneficial shareholders instreet name may vote such Common Shares on“routin

56、e”matters(as determined under New York StockExchange(“NYSE”)rules),such as Proposal Three,without specific voting instructions from the beneficialowner of such Common Shares.Such brokers,banks and other holders of record may not,however,votesuch Common Shares on“non-routine”matters,such as Proposal

57、One,and Proposal Two,without specificvoting 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 p

58、urposes of determining the number ofCommon 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).How to Revoke or Change Your VoteIf you are a registered shareholder,you may revoke or change your vote at a

59、ny time before the finalvote at the Annual Meeting by:signing and returning a new proxy card with a later date(only your latest completed,signed anddated proxy card received by May 25,2021 will be counted);submitting a later-dated vote by telephone or via the Internet(only your latest telephone or I

60、nternetvoting instructions received by 11:59 p.m.,Eastern Time,on May 25,2021,will be counted);attending and participating in the virtual Annual Meeting and voting again online(attending thevirtual Annual Meeting will not by itself revoke a previously submitted proxy);or delivering a written revocat

61、ion to our Corporate Secretary at 4900 E.Dublin-Granville Road,Columbus,Ohio 43081,received no later than May 25,2021.Beneficial shareholders should follow the procedures and directions set forth in the voting instructionsthey receive from their registered holder to instruct their registered holder

62、how to revoke or change previouslygiven voting instructions.What is a“proxy”?A proxy is your legal designation of another person to vote the stock you own.That other person iscalled a proxy.If you designate someone as your proxy in a written document,that document is also calleda proxy or a proxy ca

63、rd.HouseholdingSEC rules allow multiple shareholders residing at the same address the convenience of receiving asingle copy of the Notice of Internet Availability of Proxy Materials(or the Annual Report to Shareholdersand Proxy Statement,if requested)if they consent to do so(we refer to this process

64、 as“householding”).Householding is permitted only in certain circumstances,including when you have the same last name andaddress as another shareholder.If the required conditions are met,and SEC rules allow,your household mayreceive a single copy of the Notice of Internet Availability of Proxy Mater

65、ials or,if requested,the AnnualReport to Shareholders and Proxy Statement.Upon request,we will promptly deliver a separate copy of theAnnual Report to Shareholders and Proxy Statement or Notice of Internet Availability of Proxy Materials,as applicable,to a shareholder at a shared address to which a

66、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.4You may revoke your consent for householding at any time by contacting Broadridge FinancialSolutions,Inc.(“Broadridge”),either by calling 1-866-540-7095,or by wri

67、ting to:Broadridge,HouseholdingDepartment,51 Mercedes Way,Edgewood,New York 11717.You will be removed from the householdingprogram within 30 days of receipt of your instructions at which time you will be sent separate copies of theAnnual Report to Shareholders and Proxy Statement or Notice of Intern

68、et Availability of Proxy Materials,as applicable.Beneficial shareholders can request more information about householding from their brokers,banks orother holders of record.Board s RecommendationsSubject to revocation,all proxies that are properly completed and timely received will be voted inaccorda

69、nce 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 therecommendations of the Board.The Board s recommendations are set forth together with the description ofeach propos

70、al in this Proxy Statement.In summary,the Board recommends a vote:(1)FOR the election of the director nominees identified in Proposal One;(2)FOR the approval,on an advisory basis,of the compensation of our named executive officers,asdisclosed in this Proxy Statement pursuant to Item 402 of Regulatio

71、n S-K,including theCompensation Disclosure and Analysis,compensation tables and the narrative discussionaccompanying the tables(see Proposal Two);and(3)FOR the ratification of Deloitte&Touche LLP as our independent registered public accountingfirm for fiscal 2021(see Proposal Three).If any other mat

72、ter properly comes before the Annual Meeting,or if a director nominee named in thisProxy Statement is unable to serve or for good cause will not serve,the proxy holders will vote on such matteror for a substitute nominee as recommended by the Board.QuorumThe presence,in person or by proxy,of the hol

73、ders of a majority of the outstanding Common Sharesentitled to vote at the Annual Meeting will constitute a quorum and permit us to conduct our business atthe Annual Meeting.Virtual attendance of a shareholder at the Annual Meeting constitutes presence inperson for purposes of determining whether a

74、quorum is present at the Annual Meeting.Proxies received butmarked as abstentions and broker non-votes will be included in the calculation of the number of CommonShares considered to be present at the Annual Meeting for purposes of establishing a quorum.Vote Required to Approve a ProposalProposal On

75、eOur Amended Articles of Incorporation impose a majority vote standard in uncontested elections ofdirectors and our Corporate Governance Guidelines contain a majority vote policy applicable to uncontestedelections of directors.Specifically,Article Eighth of our Amended Articles of Incorporation prov

76、ides thatif a quorum is present at the Annual Meeting,a director nominee in an uncontested election will be elected tothe Board if the number of votes cast for such nominee s election exceeds the number of votes cast againstand/or withheld from such nominee s election.In all director elections other

77、 than uncontested elections,plurality voting will apply and the director nominees receiving the greatest number of votes cast for theirelection will be elected as directors.An“uncontested election”generally means an election of directors at ameetingof shareholdersinwhichthenumberof nomineesforelecti

78、ondoesnotexceedthenumberof directorsto be elected.A properly executed proxy marked as withholding authority with respect to the election of one or morenominees for director will not be voted with respect to the nominee or nominees for director indicated and5will have the same effect as a vote agains

79、t the nominee or nominees.Broker non-votes will not be consideredvotes cast for or against or withheld from a director nominee s election at the Annual Meeting.See the“Governance Majority Vote Standard and Policy”section of this Proxy Statement for moreinformation about our majority vote policy and

80、standard.Other MattersFor purposes of Proposal Two and Proposal Three,the affirmative vote of the holders of a majority ofthe outstanding Common Shares will be required for approval.The votes received with respect to ProposalTwoandProposalThreeareadvisoryandwillnotbindtheBoardortheCompany.Aproperlye

81、xecutedproxymarked“abstain”with respect to Proposal Two and Proposal Three will not be voted with respect to suchmatter,although it will be counted for purposes of determining the number of Common Shares necessary forapproval of Proposal Two and Proposal Three.Accordingly,an abstention will have the

82、 same effect as avote against Proposal Two and Proposal Three.If no voting instructions are given(excluding broker non-votes),the persons named as proxy holders on the proxy card will vote the Common Shares in accordancewith the recommendation of the Board.TabulationVotes will be counted by an indep

83、endent inspector of election appointed for the Annual Meeting by theBoard.Appraisal or DissentersRightsShareholders of the Company will not have rights of appraisal or similar dissentersrights with respectto any of the matters identified in this Proxy Statement to be acted upon at the Annual Meeting

84、.ResultsWe will announce preliminary results promptly once they are available and will report final results in afiling with the SEC on a Current Report on Form 8-K.You can access both Form 8-Ks and our other reportswe file with the SEC at our website at https:/ or at theSEC s website at www.sec.gov.

85、The information provided on these websites is for informational purposesonly and is not incorporated by reference into this Proxy Statement.6PROPOSAL ONE:ELECTION OF DIRECTORSIn accordance with the Company s Amended Code of Regulations,the current size of the Board is setat eleven directors.Jeffrey

86、P.Berger retired from the Board on June 10,2020 after serving on the Board for14 years.On October 1,2020,Aaron Goldstein tendered his resignation as a director of the Company,whichresignation was subsequently accepted by the Board.In addition,the Board has decided not to renominateAndrew C.Clarke,a

87、current director,for election as a director at the Annual Meeting.The Board hasnominated the eleven persons identified in the biographies set forth below for election as directors at theAnnual Meeting,who include the incumbent directors other than Mr.Clarke and two new nominees,SandraCampos and Kimb

88、erley A.Newton.At the Annual Meeting,the Common Shares represented by proxieswillbevoted,unlessotherwisespecified,fortheelectionof theelevendirectornomineesnamedbelow.Proxiescannot be voted at the Annual Meeting for more than eleven persons.Directors are elected to serve untilthenextannualmeetingof

89、shareholdersanduntiltheirrespectivesuccessorsareelectedandqualified,oruntiltheir earlier death,resignation or removal.All of the nominees set forth below have consented to being named in this Proxy Statement and toserve as directors of the Company if elected.It is expected that all nominees proposed

90、 by the Board will beable to serve on the Board if elected.However,if before the Annual Meeting one or more of the Board snominees are unable to serve or for good cause will not serve(a situation that we do not anticipate),theproxy holders will vote the proxies for the remaining nominees and for sub

91、stitute nominees chosen by theBoard.If any substitute nominees are designated,we will file an amended proxy statement that,as applicable,identifies the substitute nominees,discloses that such nominees have consented to being named in therevised proxy statement and to serve as directors if elected,an

92、d includes certain biographical and otherinformation about such nominees required by the rules of the SEC,but,should any of them decline or beunable to serve,proxies may be voted for another person nominated as a substitute by the Board.There areno family relationships,of first cousins or closer,amo

93、ng the Company s directors and executive officers,by blood,marriage or adoption.Set forth below is certain information related to the nominees.Director IndependenceIndependent DirectorsExecutive Officer10555119132661 3 yearsMenWomenWhiteBlackHispanic3-9 years 5555-60 years old61-65 years old65-70 ye

94、ars oldGender DiversityRacial DiversityTenureAge7Summary of Director Nominee Core Experiences and SkillsOur Board possesses a deep and broad set of experiences and skills that facilitate strong oversight and strategic direction for aleading retailer.The following chart summarizes the competencies of

95、 each director nominee to be represented on our Board.EXPERIENCE/SKILLSCamposChambers DiGrandeGottschalkJamisonKingsburyMcCormickNewtonReardonSchoppertThornRetail IndustryOperating or managerial experiencewith retailers.XXXXXXXXXXXCustomer Experience/Omnichanneland Digital StrategiesExperience devel

96、oping anddeploying retail(or adjacent sector)customer experience programsacross physical and digital mediums.XXXXXXXXXXPublic Company CEO/COO/CFO/CHROPrior public company C-suiteexperience.XXXXXXXXXFinance/Accounting/AuditUnderstanding of finance,accounting,financial reportingand/or audit processes.

97、XXXXXXXXXXLegal/Risk ManagementGovernmental/public policy,legal/regulatory and riskmanagement experience.XXXXXXXXXXStrategy,Innovation and BusinessTransformationExperience successfully ideating andexecuting transformative businessstrategies.XXXXXXXXXHuman Capital/Talent ManagementExperience in human

98、 resources,talent and leadership developmentand/or executive compensation.XXXXXOther Public Company BoardPrior public company boardexperience to assist in enhancingboard form and function.XXXXXXXEnvironmental,Social andGovernanceSignificant experience with ESGstrategies and programs.XXXXXXXXXXThe la

99、ck of an“X”for a particular item does not mean that the director does not possess that qualification,characteristic,skill or experience.Each of our board members have experience and/or skills in the enumerated areas.However,the“X”indicatesthat a director has a particular strength in that area.8The f

100、ollowing information is furnished with respect to each of the nominees of the Company,includinginformation regarding their business experience,director positions held currently or at any time during thelast five years,involvement in certain legal or administrative proceedings,if applicable,and the e

101、xperiences,qualifications,attributes or skills that caused the Nominating/Corporate Governance Committee and theBoard to determine that the nominees should serve as our directors.Other than as set forth in this ProxyStatement,no principal occupation of any of the Board s nominees has been at any cor

102、poration ororganization that is a parent,subsidiary or other affiliate of the Company.Age:54Director since:Nominated in April 2021Committees:Not applicableSANDRA CAMPOSMs.Campos is the Chief Executive Officer of Project Verte Inc.(a cloud-based supply chain platform).Ms.Campos served as the Chief Ex

103、ecutiveOfficer of DVF(Diane von Frstenberg)(an apparel retailer)from 2018 to2020.Prior to joining DVF,she was the Co-President,Women s Apparel ofGlobal Brands Group Holding Limited(a branded apparel,footwear andbrand management company)from 2015 to 2018,which included the JuicyCouture,Bebe,Buffalo,T

104、retorn,BCBG and Herve Leger brands.Ms.Campos also held leadership roles with apparel companies Oscar de laRenta,Ralph Lauren,Nautica International and Polo Jeans Company.Ms.Campos also founded Fashion Launchpad(a digital educationalplatform for the fashion,beauty and retail community),Mobi,Inc.(acon

105、sumer products company)and Cynosure Holdings(a celebrity brandmanagement company).She is also a member of the advisory board ofAthena Technology Acquisition Corp.(a special purpose acquisitioncompany).Qualifications:Ms.Camposqualifications to serve on the Board include herextensive executive experie

106、nce in the retail,technology and consumerproducts industries,global brand building,and omnichannel development.Age:63Director since:2012Committees:NoneJAMES R.CHAMBERSChairman of the Board of Big Lots,Inc.Mr.Chambers served as President and Chief Executive Officer and directorof Weight Watchers Inte

107、rnational,Inc.(weight management servicesprovider)from 2013 to late 2016.Since his retirement from Weight WatchersInternational,Inc.in 2016,he has been serving as a professional director.Mr.Chambers previously served as President of the US Snacks andConfectionery business unit and General Manager of

108、 the ImmediateConsumption Channel of Kraft Foods Inc.(food manufacturer)until 2011.Mr.Chambers also served as President and CEO of Cadbury Americas(confectionery manufacturer)until 2010 and as the President and ChiefExecutive Officer of Remy Amerique,Inc.(spirits manufacturer).Prior tohis employment

109、 with Remy Amerique,Inc.,Mr.Chambers served as theChief Executive Officer of Paxonix,Inc.(online branding and packagingprocess solutions business),the Chief Executive Officer of N(online grocery retailer)and the Group President of Information Resources,Inc.(global market research provider).Mr.Chambe

110、rs spent the first17 years of his career at Nabisco(food manufacturer),where he heldleadership roles in sales,distribution,marketing and informationtechnology,culminating in the role of President,Refrigerated Foods.Mr.Chambers previously served as a director of B&G Foods(foodmanufacturer)for seven y

111、ears where he served on the nominating andgovernance committee and the compensation committee and as a director ofWeight Watchers International,Inc.9Qualifications:Mr.Chambersqualifications to serve on the Board includehis extensive cross-functional packaged goods industry experience,hisextensive le

112、adership experience as a chief executive officer,his 20-year trackrecord in general management and his experience serving on the boards ofother public companies.Other Directorships:TIAA Board of Trustees since 2015,where he ischair-elect and serves on the human resources committee,the nominatingand

113、governance committee and the risk and compliance committee.Age:54Director since:2018Committees:Audit Nominating/CorporateGovernanceSEBASTIAN J.DIGRANDEMr.DiGrande is the former Executive Vice President of Strategy and ChiefCustomer Officer for Gap Inc.(apparel retailer)from May 2016 until 2019,where

114、 he led the company s E-Commerce/Digital business,which focused onstrategy,consumer and market insights,customer data and analytics,digitaland customer marketing,payments,loyalty,and franchise teams.Prior tojoining Gap,Inc.,Mr.DiGrande was a Senior Partner and ManagingDirector for The Boston Consult

115、ing Group from 1996 to April 2016.He wasalso a leader in BCG s Technology,Marketing and Digital Innovationefforts.Since 2019,he has been serving as a professional director.Qualifications:Mr.DiGrande s qualifications to serve on the Board includehis extensive experience in senior management roles inc

116、luding leading one ofthe largest E-Commerce/Digital business operations,his extensive consultingbackground and his qualification as an“audit committee financial expert,”as defined by applicable SEC rules.Age:60Director since:2015Committees:Audit(Chair)CompensationMARLA C.GOTTSCHALKMs.Gottschalk is t

117、he former Chief Executive Officer of The PamperedChef,Ltd.(marketer of kitchen tools,food products and cookbooks),whereshe also previously served as President and Chief Operating Officer.Sinceher retirement from The Pampered Chef,Ltd.in 2013,she has been servingas a professional director.Ms.Gottscha

118、lk served as Senior Vice President of Financial Planning andInvestor Relations for Kraft Foods,Inc.(food manufacturer),where she alsopreviously served as Executive Vice President and General Manager of thePost Cereal division and Vice President of Marketing and Strategy of theKraft Cheese division.Q

119、ualifications:Ms.Gottschalk s qualifications to serve on the Board includeher extensive experience in operations and strategic management,herqualification as an“audit committee financial expert,”as defined byapplicable SEC rules,her extensive leadership experience as a chief executiveofficer,her exp

120、ertise in the food industry and her experience serving on theboards of other public companies.Other Directorships:Potbelly Corporation(food retailer)since 2009,whereshe is chair of the audit committee and a member of the compensationcommittee;Reynolds Consumer Products Inc.(consumer products)since20

121、20,where she is chair of the audit committee;Underwriter Laboratoriessince 2009,where she is chair of the compensation committee and serves onthe nominating and governance committee;and Ocean Spray Cranberries,Inc.since 2014,where she serves on the nominating and governancecommittee and the audit co

122、mmittee.10Age:61Director since:2015Committees:Compensation Nominating/CorporateGovernance(Chair)Capital AllocationPlanningCYNTHIA T.JAMISONMs.Jamison served as Chief Financial Officer or Chief Operating Officer ofseveral companies during her tenure from 1999 to 2009 at Tatum,LLC(executive services f

123、irm).From 2005 to 2009,she led the CFO servicespractice and was a member of the firm s operating committee.After retiringfrom Tatum,Ms.Jamison subsequently served as Chief Financial Officer ofAquaSpy,Inc.from 2009 to 2012(provider of soil moisture sensors tomonitor soil moisture levels).Since her re

124、tirement from AquaSpy Inc.in2012,she has been serving as a professional director.Ms.Jamison has also served as Chief Financial Officer of Chart HouseEnterprises(food retailer)and held various financial positions at AlliedDomecq Retailing USA,Kraft General Foods and Arthur Anderson LLP.Ms.Jamison pre

125、viously served as a director of B&G Foods,Inc.(foodmanufacturer and distributor)from 2004 to 2015,where she served as chairof the audit committee.She previously held board seats at Horizon OrganicHoldings from 2001 to 2003 and Cellu Tissue,Inc.Qualifications:Ms.Jamison s qualifications to serve on t

126、he Board includeher extensive experience in financial and accounting matters,includingpublic company reporting,as well as strategy and capitalization expertise,her qualification as an“audit committee financial expert,”as defined byapplicable SEC rules,and her key management,leadership,financial ands

127、trategic planning,corporate governance and public company executive andboard experience.Other Directorships:Tractor Supply Company(farm and ranch retailer)since 2002,where she has served as chairman since 2014;Darden,Inc.(foodretailer)since 2014,where she serves as chair of the audit committee and a

128、member of the compensation committee;and The ODP Corporation(officesupply retailer)since 2013,where she is chair of the compensationcommittee.Age:68Director since:Nominated in April 2020Committees:Audit CompensationTHOMAS A.KINGSBURYMr.Kingsbury served as President,Chief Executive Officer and a memb

129、erof the Board of Directors of Burlington Stores,Inc.(discount clothingretailer)from 2008 to 2019.He also served as Executive Chairman of theBoard of Directors of Burlington Stores,Inc.from September 2014 toJanuary 2020.Mr.Kingsbury previously served as Senior Executive Vice President ofInformation

130、Services,E-Commerce,Marketing and Business Developmentof Kohl s Corporation(department store retailer)from August 2006 toDecember 2008.Mr.Kingsbury also held various management positionswith The May Department Stores Company(department store retailer)commencing in 1976,including President and Chief

131、Executive Officer of theFilene s division from 2000 to 2006.Qualifications:Mr.Kingsbury s qualifications to serve on the board includehis valuable perspectives and unique insights developed from more than40 years of experience in the retail industry,providing him with acomprehensive understanding of

132、 customer dynamics and shifting consumerpreferences,his broad-based retail experience and extensive experience insenior leadership positions,including his service as a former president andchief executive officer and as a current director of a publicly traded retailcompany and his qualification as an

133、“audit committee financial expert,”asdefined by applicable SEC rules.11Other Directorships:Tractor Supply Company(farm and ranch retailer)since 2017,where he serves on the Corporate Governance and NominatingCommittee and the Compensation Committee and B.J.s Wholesale Club,Inc.(mass merchant club ret

134、ailer)since 2020,where he serves on theCompensation Committee.Age:65Director since:2018Committees:Audit CompensationCHRISTOPHER J.MCCORMICKMr.McCormick is the former President and Chief Executive Officer ofL.L.Bean,Inc.(clothing and outdoor recreation equipment retailer).Hejoined L.L.Bean,Inc.in 198

135、3 and held a number of leadership positions inAdvertising and Marketing prior to his tenure as President and ChiefExecutive Officer from 2001 until March 2016.Since his retirement fromL.L.Bean,Inc.in 2016,he has been serving as a professional director.Mr.McCormick previously served as a director of

136、Sun Life Financial,Inc.(financial services company)from 2017 to 2019,where he served as amember of the compensation committee and nominating corporategovernance committee.Qualifications:Mr.McCormick s qualifications to serve on the Boardinclude his extensive leadership experience as a chief executiv

137、e officer of aretail company,his service on the boards of other public companies and hisqualification as an“audit committee financial expert,”as defined byapplicable SEC Rules.Other Directorships:Levi Strauss&Co.(clothing retailer)since 2016,wherehe is a member of the audit committee and the finance

138、 committee.Age:48Director since:Nominated in April 2021Committees:Not applicableKIMBERLEY A.NEWTONMs.Newton is the former Senior Vice President Consumer Experience ofHallmark Cards,Inc.(a greeting card and gift products retailer and mediacompany)from 2017 to 2019.Ms.Newton joined Hallmark Cards,Inc.

139、in1997 and held a number of leadership positions in marketing and strategybefore serving as Vice President North America Strategy and Planning from2011 to 2015 and Vice President Corporate Strategy and BusinessDevelopment from 2015 to 2017.Qualifications:Ms.Newton s qualifications to serve on the Bo

140、ard includeher extensive experience in consumer marketing,corporate strategy,businessdevelopment,omnichannel consumer experience,P&L management anddigital transformation.12Age:68Director since:2015Committees:Compensation(Chair)Nominating/CorporateGovernanceNANCY A.REARDONMs.Reardon is the former Sen

141、ior Vice President and Chief HumanResources and Communications Officer of Campbell Soup Company(foodmanufacturer).Since her retirement from Campbell Soup Company in 2012,she has been serving as a professional director.Additionally,Ms.Reardon served as Executive Vice President of HumanResources for C

142、omcast Cable Communications,Inc.(telecommunicationsprovider)from 2002 to 2004.Prior to that,Ms.Reardon served as Partnerand Executive Vice President,Human Resources and Corporate Affairs forBorden Capital Management Partners(consumer products retailer)from1997 to 2002,where she developed financial a

143、nd merger and acquisitionskills through her involvement in multiple transactions for a portfolio ofoperating companies.Ms.Reardon previously served as a director ofWarnaco Group,Inc.(apparel retailer)where she served as a member of theaudit committee and the compensation committee.Qualifications:Ms.

144、Reardon s qualifications to serve on the Board includeher extensive experience in senior management roles,her experience on theboards of other public companies and private and charitable organizations,her experience leading human resources departments and incommunications and public affairs,her lead

145、ership skills and her skills inhuman capital management,talent development and succession planning.Other Directorships:Signet Jewelers Limited(jewelry retailer)since 2018,where she chairs the compensation committee and serves on the nominatingand corporate governance committee and corporate citizens

146、hip andsustainability committee.Age:54Director since:2015Committees:Audit Nominating/CorporateGovernance Capital AllocationPlanning(Chair)WENDY L.SCHOPPERTMs.Schoppert is the former Executive Vice President and Chief FinancialOfficer of Sleep Number Corporation(bedding retailer and manufacturer)from

147、 June 2011 to February 2014,where she also served as ChiefInformation Officer and led Marketing,Digital,International,and NewChannel Development.Since her retirement from Sleep NumberCorporation in 2014,she has been serving as a professional director.Prior to joining Sleep Number,Ms.Schoppert led US

148、 Bank s Private AssetManagement(financial services company)team from 2004 to 2005 andserved as Head of Product,Marketing&Corporate Development for U.S.Bank s Asset Management division from 2002 to 2004.Ms.Schoppert beganher career in the airline industry,serving in various financial,strategic andgen

149、eral management leadership positions at American Airlines,NorthwestAirlines and America West Airlines.Ms.Schoppert also previously served asa director of Gaia,Inc.(formerly Gaiam,Inc.)(an alternative media videostreaming service)from 2013 to 2018.Qualifications:Ms.Schoppert s qualifications to serve

150、 on the Board includeher qualification as an“audit committee financial expert,”as defined byapplicable SEC Rules,her extensive retail experience across finance,information technology,digital and marketing,and her significant financialleadership and expertise with respect to the oversight of financia

151、l reportingand disclosure for public companies.Other Directorships:The Hershey Company(a global confectionerycompany)since 2017,where she serves on the audit committee and the13finance&risk management committee,The ODP Corporation(officesupply retailer),where she serves on the audit committee,and Br

152、emerFinancial Corporation(a financial services firm)since 2017,where shechairs the audit committee and serves on the compensation committee.Age:54Director since:2018Committees:Capital AllocationPlanning(nonvotingmember)BRUCE K.THORNMr.Thorn is our President and Chief Executive Officer.Before joining

153、 BigLots in September 2018,he served as President(since 2017)and ChiefOperating Officer(since 2015)of Tailored Brands,Inc.(a leading specialtyretailer of men s tailored clothing and formalwear)until 2018.Mr.Thornalso previously held various enterprise-level roles with PetSmart,Inc.(a petsupply retai

154、ler),most recently as Executive Vice President,Store Operations,Services and Supply Chain,as well as leadership positions with The Gap,Inc.,Cintas Corp,LESCO,Inc.and The United States Army.Qualifications:Mr.Thorn s qualifications to serve on the Board include hisday-to-day leadership as President an

155、d Chief Executive Officer of Big Lots,strong leadership skills,proven management capabilities and more than25 years of diverse retail and services experience.THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH NOMINEELISTED ABOVE.14GOVERNANCEThe following table sets forth some of our key gov

156、ernance policies and practices we have implementedto advance the objectives and long term interests of our shareholders:Governance Highlights Nine of our ten current directors are independent Six of our ten independent director nominees arewomen Annual election of all directors and MajorityVoting St

157、andard Annual board and committee self-evaluations Proxy Access for our shareholders We have a non-executive chairman Executive session of non-employee directors at allregularly scheduled board meetings Director orientation and continuing education All committees composed of independent directors Li

158、mit of 4 public company directorships Boardmembers may hold Annual shareholder engagement Mandatory Board retirement at age 72Board Leadership and Independent Chairman of the BoardThe Board is currently composed of the individuals identified in Proposal One,except for Mr.Clarkewho is not standing fo

159、r reelection at the Annual Meeting.Mr.Clarke and each of the director nominees(other than Mr.Thorn,our Chief Executive Officer(“CEO”)and President),qualify as an independent(asdefined by the applicable NYSE rules)non-employee director(“non-employee directors”).Mr.Chambers,anon-employee director,serv

160、es as non-executive Chairman of the Board(“Chairman”).The Board believesit should have the flexibility to establish a leadership structure that works best for us at a particular time,andit reviews that structure from time to time,including in the context of a change in leadership.The Chairmanworks w

161、ith management to plan the agendas for meetings of the Board,chairs the Board meetings,and isresponsible for briefing our CEO,as needed,concerning executive sessions of the independent members ofthe Board.The Chairman also determines when additional meetings of the Board are needed.Additionally,the

162、Chairman communicates informally with other directors between meetings of the Board to foster freeand open dialogue among directors.Board Meetings in Fiscal 2020The Board held 44 meetings during fiscal 2020.During fiscal 2020,each director attended at least 75%of the aggregate of the total number of

163、 meetings of the Board and the committees on which he or she served(in each case,held during the periods that he or she served).All of our directors attended our 2020 annualmeeting of shareholders,which was held virtually,as required by our Corporate Governance Guidelines.Inaddition,the non-employee

164、 directors met in executive session at each of the Board s regularly scheduledmeetings.Role of the Board s CommitteesThe Board has standing Audit,Compensation,Nominating/Corporate Governance and CapitalAllocation Planning Committees.The Board established the Capital Allocation Planning Committee inA

165、pril 2020.Each of these committees reports its activities to the Board.Audit CommitteeThe primary function of the Audit Committee is to assist the Board in fulfilling its oversightresponsibility with respect to:(1)the integrity of the financial reports and other financial information provided by us

166、to ourshareholders and others;15(2)our compliance with legal and regulatory requirements;(3)the engagement of our independent registered public accounting firm and the evaluation of thefirm s qualifications,independence and performance;(4)the performance of our system of internal controls;(5)the ove

167、rsight of the performance of the internal audit function;(6)our audit,accounting and financial reporting processes generally;and(7)the evaluation of enterprise risk issues.All members of the Audit Committee are independent as required by the Audit Committee s charterand by the applicable NYSE and SE

168、C rules.The Board has determined that each member of the AuditCommittee is“financially literate,”as required by NYSE rules,and each of Messrs.DiGrande,Kingsburyand McCormick and Mses.Gottschalk and Schoppert is an“audit committee financial expert,”as defined byapplicable SEC rules.The functions of t

169、he Audit Committee are further described in its charter,which is available in theInvestor Relations section of our website()under the“Corporate Governance”caption.The Audit Committee met eight times during fiscal 2020.Compensation CommitteeThe Compensation Committee discharges the responsibilities o

170、f the Board relating to the administrationof our compensation programs,including the compensation program for our executive leadership team(“Leadership Team”).Our Leadership Team is composed of the current executives named in the SummaryCompensation Table(“named executive officers”)and other executi

171、ves reporting to our CEO.The responsibilities of the Compensation Committee include:(1)establishing our general compensation philosophy;(2)overseeing the development of our compensation programs;(3)approving goals and objectives for the incentive compensation awarded to the Leadership Team;(4)review

172、ingandrecommendingtotheBoardtheothercompensationforourCEOandtheLeadershipTeam;(5)in coordination with the Nominating/Corporate Governance Committee,monitoring issuesassociated with CEO succession planning and management development;(6)administering our compensation programs;and(7)reporting on the en

173、tirety of the executive compensation program to the Board.The Compensation Committee annually conducts a compensation risk assessment.The purpose of theassessment is to identify risks arising from the Company s compensation policies,practices and programsand the controls in place to mitigate any suc

174、h risks.The Compensation Committee determined that ourcompensation policies are consistent with our overall risk structure.Because a significant portion of theincentive compensation we award is subject to performance goals based on operating profit,we believeour associates are encouraged to take a b

175、alanced approach that focuses on corporate profitability andperformance.If the Company is not profitable at a reasonable level,there are limited payouts under the bonusprograms and restricted stock units may not vest.The Company has internal controls over the measurement and calculation of the perfo

176、rmancemeasures,including operating profit,earnings per share,return on invested capital,sales and net income.These controls,and the auditing of the Company s financial statements by an independent registered publicaccounting firm,are designed to keep the Company,including its compensation programs,f

177、rom being16susceptible to manipulation by associates.In addition,our associates are subject to the Company s Code ofBusiness Conduct and Ethics which covers,among other things,accuracy of books and records.During fiscal 2020,Mses.Gottschalk,Jamison and Reardon and Messrs.Berger,Kingsbury andMcCormic

178、k served on our Compensation Committee.All members of the Compensation Committee areindependent as required by the Compensation Committee s charter and NYSE rules.The functions of the Compensation Committee are further described in its charter,which is available inthe Investor Relations section of o

179、ur website()under the“Corporate Governance”caption.The Compensation Committee met seven times during fiscal 2020.Nominating/Corporate Governance CommitteeThe responsibilities of the Nominating/Corporate Governance Committee include:(1)recommending individuals to the Board for nomination as members o

180、f the Board and itscommittees;(2)taking a leadership role in shaping our corporate governance policies and practices,includingrecommending to the Board changes to our Corporate Governance Guidelines and monitoringcompliance with such guidelines;(3)developing and recommending to the Board appropriate

181、 criteria for determining directorindependence;(4)in coordination with the Compensation Committee,monitoring issues associated with CEOsuccession planning and management development;(5)overseeing the evaluation of the Board and CEO;and(6)reviewing the compensation of the members of the Board and rec

182、ommending any changes to suchcompensation to the Board for its approval.During fiscal 2020,Mses.Jamison,Reardon and Schoppert and Messrs.Berger,Clarke and DiGrandeserved on our Nominating/Corporate Governance Committee.All members of the Nominating/CorporateGovernance Committee are independent as re

183、quired by the Committee s charter and NYSE rules.Thefunctionsof theNominating/CorporateGovernanceCommitteearefurtherdescribedinitscharter,which is available in the Investor Relations section of our website()under the“CorporateGovernance”caption.The Nominating/Corporate Governance Committee met seven

184、 times during fiscal2020.Capital Allocation Planning CommitteeThe responsibilities of the Capital Allocation Planning Committee include:(1)reviewing,at least annually,the Company s three-year capital expenditure outlook and expectedreturns,current year capital expenditure plan and associated returns

185、 and three-year liquidityoutlook;(2)periodically reviewing the Company s current year actual capital expenditures versus the currentyear capital expenditure plan,the Company s rolling twelve-month liquidity outlook,debt ratio andother ratios required for compliance with the Company s credit faciliti

186、es and management sestimate of the Company s weighted-average cost of capital;(3)reviewing management recommendations on the Company s declaration and payment of quarterlyor special dividends on our Common Shares;(4)reviewing management recommendations on the establishment and,upon establishment,exe

187、cutionof a share repurchase program;17(5)periodically reviewing the Company s capital allocation strategy in comparison to peers andindustry benchmarks;and(6)reviewing the Company s short-term investment policy.During fiscal 2020,Mses.Jamison and Schoppert and Messrs.Clarke,Goldstein and Thorn(as a

188、non-voting member)served on our Capital Allocation Planning Committee.All voting members of the CapitalAllocation Planning Committee meet the NYSE independence requirements.The functions of the Capital Allocation Planning Committee are further described in its charter,whichis available in the Invest

189、or Relations section of our website()under the“CorporateGovernance”caption.The Capital Allocation Planning Committee met three times during fiscal 2020.Selection of Nominees by the BoardThe Nominating/Corporate Governance Committee has oversight over a broad range of issuesrelatingtothecompositionan

190、doperationof theBoard.TheNominating/CorporateGovernanceCommitteeis responsible for recommending to the Board the appropriate skills and qualifications required of Boardmembers,based on our needs from time to time.The Nominating/Corporate Governance Committee alsoevaluates prospective director nomine

191、es against the standards and qualifications set forth in the CorporateGovernance Guidelines.Although the Nominating/Corporate Governance Committee has not approvedany specific minimum qualifications that must be met by a nominee for director recommended by theNominating/Corporate Governance Committe

192、e and has not adopted a formal policy with regard to theconsideration of diversity in identifying director nominees,the Nominating/Corporate GovernanceCommittee considers factors such as the prospective nominee s relevant experience,character,intelligence,independence,commitment,judgment,prominence,

193、age,andcompatibilitywithourCEO,seniormanagementand other members of the Board.The Nominating/Corporate Governance Committee also considersother relevant factors that it deems appropriate,including the current composition of the Board,thealignment of the Board membersskills and experiences with our s

194、trategic plan,diversity,experience withsuccession planning,crisis management,the balance of management and independent directors,publiccompany experience and the need for committee expertise.Before commencing a search for a new directornominee,the Nominating/Corporate Governance Committee confers wi

195、th the Board regarding the factorsit intends to consider in its search.In identifying potential candidates for Board membership,the Nominating/Corporate GovernanceCommittee considers recommendations from the Board,shareholders and management,as well as proxyaccess candidates.Any shareholder who wish

196、es to recommend a prospective director nominee to the Boardmust send written notice to:Chair of the Nominating/Corporate Governance Committee,Big Lots,Inc.,4900 E.Dublin-Granville Road,Columbus,Ohio 43081.The written notice must include the prospectivenominee s name,age,business address,principal oc

197、cupation,ownership of our Common Shares,informationthat would be required under the rules of the SEC in a proxy statement soliciting proxies for the election ofsuch prospective nominee as a director,and any other information that is deemed relevant by therecommending shareholder.Shareholder recommen

198、dations that comply with these procedures and thatmeet the factors outlined above will receive the same consideration that the recommendations of the Boardand management receive.Pursuant to its written charter,the Nominating/Corporate Governance Committee has the authoritytoretainconsultantsandsearc

199、hfirmstoassistintheprocessof identifyingandevaluatingdirectorcandidatesand to approve the fees and other retention terms for any such consultant or search firm.The Nominating/Corporate Governance Committee retained Ellig Group to assist it in connection with the search processthat identified Ms.Camp

200、os and Ms.Newton,whom the Nominating/Corporate Governance Committeerecommended as nominees for election as directors at the Annual Meeting.Director Vote Standard and PolicyOur Amended Articles of Incorporation impose a majority vote standard in uncontested elections ofdirectors and our Corporate Gov

201、ernance Guidelines contain a majority vote policy applicable to uncontestedelections of directors.Article Eighth of our Amended Articles of Incorporation provides that if a quorum18is present at the Annual Meeting,a director nominee in an uncontested election will be elected to the Boardif the numbe

202、r of votes cast for such nominee s election exceeds the number of votes cast against and/orwithheld from such nominee s election.The majority vote policy contained in our Corporate GovernanceGuidelines requires any nominee for director who does not receive more votes cast for such nominee s election

203、than votes cast against and/or withheld as to his or her election to deliver his or her resignation from theBoardtotheNominating/CorporateGovernanceCommittee.Brokernon-voteshavenoeffectindeterminingwhether the required affirmative majority vote has been obtained.Withheld votes have the same effect a

204、s avoteagainstadirectornominee.Uponitsreceiptof suchresignation,theNominating/CorporateGovernanceCommittee will promptly consider the resignation and recommend to the Board whether to accept theresignationortotakeotheraction.TheBoardwillactontherecommendationof theNominating/CorporateGovernance Comm

205、ittee no later than 100 days following the certification of the shareholder vote.TheNominating/Corporate Governance Committee,in making its recommendation,and the Board,in makingits decision,will evaluate such resignation in light of the best interests of Big Lots and our shareholdersand may conside

206、r any factors and other information they deem relevant.We will promptly publicly disclosethe Board s decision in a periodic or current report to the SEC.Determination of Director IndependenceThe Board affirmatively determined that Mr.Clarke and all of the directors nominated for election atthe Annua

207、l Meeting other than Mr.Thorn are independent of Big Lots,its subsidiaries and its managementunder the standards set forth in the NYSE rules,and no director nominee other than Mr.Thorn has amaterial relationship with Big Lots,its subsidiaries or its management aside from his or her service as adirec

208、tor.In determining that Mr.Clarke and each of the director nominees other than Mr.Thorn is independent,theBoardconsideredcharitablecontributionstonot-for-profitorganizationsof whichthesedirectornomineesor their immediate family members are executive officers or directors and determined that each of

209、thetransactions and relationships it considered was immaterial and did not impair the independence of any ofthe directors.In addition,all members of the Board s standing Audit Committee meet the independence standardsrequired by the Audit Committee s charter and by the applicable NYSE and SEC rules.

210、All members of theCompensation Committee meet the independence standards required by the Compensation Committee scharter and NYSE rules.Related Person TransactionsOur Corporate Governance Guidelines,Code of Business Conduct and Ethics,Code of Ethics forFinancial Professionals,and human resources pol

211、icies prohibit(without the consent of the Board or theNominating/Corporate Governance Committee)directors,officers and employees from engaging intransactions that conflict with our interests or that otherwise usurp corporate opportunities.Pursuant to our written related person transaction policy,the

212、 Nominating/Corporate GovernanceCommittee evaluates“related person transactions.”Consistent with SEC rules,we consider a related persontransaction to be any transaction,arrangement or relationship(or any series of similar transactions,arrangements or relationships)in which Big Lots or a subsidiary t

213、hereof is,was or will be a participant:(1)involving more than$120,000;and(2)in which any of our directors,nominees for director,executive officers,holders of more thanfive percent of our Common Shares or their respective immediate family members had,has or willhave a direct or indirect material inte

214、rest.Under our policy,our directors,executive officers and other members of management are responsiblefor bringing all transactions,whether proposed or existing,of which they have knowledge and which theybelieve may constitute related person transactions to the attention of our General Counsel.If ou

215、r GeneralCounsel determines that the transaction constitutes a related person transaction,our General Counsel willnotify the chair of the Nominating/Corporate Governance Committee.Thereafter,the Nominating/Corporate Governance Committee will review the related person transaction,considering all fact

216、ors and19information it deems relevant,and either approve or disapprove the transaction in light of what theCommittee believes to be the best interests of Big Lots and our shareholders.If advance approval is notpracticable or if a related person transaction that has not been approved is discovered,t

217、he 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 beenapproved and the Committee disapproves the transaction,the Committee will,taking

218、 into account all ofthe factors and information it deems relevant(including the rights available to us or other parties under thetransaction),determine whether we should amend,rescind or terminate the transaction in light of what itbelieves to be the best interests of Big Lots and its shareholders.E

219、xamples of factors and information that the Nominating/Corporate Governance Committee mayconsider in its evaluation of a related person transaction include:(1)our reasons for entering into the transaction;(2)the terms of the transaction;(3)the benefits of the transaction to us;(4)the comparability o

220、f the transaction to similar transactions with unrelated third parties;(5)the materiality of the transaction to each party;(6)the nature of the related person s interest in the transaction;(7)the potential impact of the transaction on the status of an independent director;and(8)the alternatives to t

221、he transaction.Additionally,each director,nominee for director and executive officer must complete an annualquestionnaire that requires written disclosure of any related person transaction.The responses to thesequestionnairesarereviewedbytheNominating/CorporateGovernanceCommitteeandourGeneralCounsel

222、to identify any potential conflicts of interest or potential related person transactions.The son-in-law ofLisa Bachmann,our former Executive Vice President,Chief Merchandising and Operating Officer,isemployed by Big Lots as a senior buyer and in fiscal 2020 received compensation greater than$150,000

223、 butless than$200,000.Oversight of Corporate StrategyThe Board actively oversees management s establishment and execution of corporate strategy,includingmajor business and organizational initiatives,annual budget and long-term strategic plans,capital allocationpriorities and potential corporate deve

224、lopment opportunities.At the Board and committee meetings andthroughout the year,the Board regularly receives information and formal updates from our management andactively engages with the Leadership Team with respect to our corporate strategy,oversight of corporateculture and human capital managem

225、ent.The Board s independent directors also hold regularly scheduledexecutive sessions at which strategy is discussed.Board s Role in Risk OversightThe Board and its committees play an important role in overseeing the identification,assessment andmitigation of risks that are material to us.In fulfill

226、ing this responsibility,the Board and its committeesregularly consult with management to evaluate and,when appropriate,modify our risk managementstrategies.While each committee is responsible for evaluating certain risks and overseeing the managementof such risks,the entire Board is regularly inform

227、ed about such risks through committee reports.The Boardoversees the conduct of our business and the assessment of our business and other enterprise risks toevaluate whether the business is being properly managed.The Board also oversees the processes formaintainingourintegritywithregardtoourfinancial

228、statementsandotherpublicdisclosures,andcompliancewith law and ethics.The Audit Committee assists the Board in fulfilling its oversight responsibility relating to theperformance of our system of internal controls,legal and regulatory compliance,cybersecurity matters,our20audit,accounting and financia

229、l reporting processes,and the evaluation of enterprise risk issues,particularlythose risk issues not overseen by other committees.The Compensation Committee is responsible foroverseeing the management of risks relating to our compensation programs and succession planning.TheNominating/CorporateGover

230、nanceCommitteemanagesrisksassociatedwithcorporategovernance,relatedperson transactions,succession planning,and business conduct and ethics.The Capital Allocation PlanningCommittee is responsible for overseeing risks related to our liquidity and allocation of capital.The PublicPolicy and Environmenta

231、l Affairs Committee,a management committee that reports to the Nominating/CorporateGovernanceCommittee,overseesmanagementof risksassociatedwithpublicpolicy,environmentalaffairs and social matters that may affect our operations,performance or public image.Environmental,Social and Governance Practices

232、Our Public Policy and Environmental Affairs Committee takes a leadership role in shaping the policiesand practices of the Company relating to current and emerging public policy,environmental and social trendsand issues that may affect the operations,performance or public image of the Company,includi

233、ng,without limitation,corporate social responsibility,climate change and related environmental matters,diversity and philanthropic activities.The Public Policy and Environmental Affairs Committee is comprisedof our Chief Legal and Governance Officer,Chief Financial Officer and a senior investor rela

234、tionsrepresentative and reports its activities,findings and recommendations to the Board and management atleast annually.The functions of the Public Policy and Environmental Affairs Committee are further describedin its charter,which is available in the Investor Relations section of our website()und

235、erthe“Corporate Governance”caption.In addition,the Company recently formed a Diversity,Equity and Inclusion(DEI)Executive AdvisoryCommittee comprised of six senior leaders of the Company to provide guidance and direction for ourdiversity,equityandinclusioneffortsonaCompany-widebasisandhelpremovebarr

236、iersforunderrepresentedassociates.The Committee solicits ideas from our newly-formed DEI Council,a group of close to 20associates from all levels and areas of the Company from diverse backgrounds that serve as the voice of allour associates.In 2021,the Company intends to focus on formalizing its DEI

237、 strategy to drive our aim ofincreasing associate diversity through best practices such as proactive recruiting at historically blackcolleges and universities and establishing more internal business resource groups to help further promote adiverse and inclusive workplace.In 2021,we also published ou

238、r inaugural corporate social responsibility report,titled“BIG Cares,”which addresses our environmental,social and governance policies,initiatives and achievements.A copy ofthe corporate social responsibility report is available on our website().Information on ourwebsite,including the corporate and s

239、ocial responsibility report,is not incorporated by reference in orotherwise considered a part of this Proxy Statement.Corporate Governance GuidelinesOur Corporate Governance Guidelines comply with applicable NYSE rules and can be found in theInvestor Relations section of our website()under the“Corpo

240、rate Governance”caption.Code of Business Conduct and Ethics&Code of Ethics for Financial ProfessionalsWe have a Code of Business Conduct and Ethics,which applies to all of our directors,officers andemployees.We also have a Code of Ethics for Financial Professionals which applies to our principal exe

241、cutiveofficer,principal financial officer,principal accounting officer,controller and other persons performingsimilar functions.Both the Code of Business Conduct and Ethics and the Code of Ethics for FinancialProfessionals are available in the Investor Relations section of our website()under the“Cor

242、porate Governance”caption.We intend to post amendments to or waivers from any applicable provision(related to elements listed under Item 406(b)of Regulation S-K)of the Code of Business Conduct andEthics and the Code of Ethics for Financial Professionals(in each case,to the extent applicable to ourpr

243、incipal executive officer,principal financial officer,principal accounting officer,controller or personsperforming similar functions),if any,in the Investor Relations section of our website()under the“Corporate Governance”caption.21Compensation Committee Interlocks and Insider ParticipationDuring fi

244、scal 2020,Mses.Gottschalk,Jamison and Reardon and Messrs.Berger,Kingsbury andMcCormick served on our Compensation Committee.No member of our Compensation Committee serves,or at any time has served,as one of our officers or employees or has,or during fiscal 2020,had a materialinterest in any related

245、person transaction,as defined in Item 404 of Regulation S-K.None of our executiveofficers serves or,during fiscal 2020,served as a member of the board of directors or compensationcommittee of any other company that has or had an executive officer serving as a member of the Board orour Compensation C

246、ommittee.Communications with the BoardShareholders and other parties interested in communicating directly with the Board,with specifiedindividual directors or with the non-employee directors as a group,may do so by choosing one of thefollowing options:Call:(866)834-7325Write:Big Lots Board of Direct

247、ors,4900 E.Dublin-Granville Road,Columbus,Ohio 43081Online Message:http:/Under a process approved by the Nominating/Corporate Governance Committee for handlingcorrespondence received by us and addressed to non-employee directors,our General Counsel reviews allsuch correspondence and forwards to the

248、Board or appropriate members of the Board a summary and/orcopiesof anysuchcorrespondencethatdealswiththefunctionsof theBoard,membersorcommitteesthereofor otherwise requires their attention.Directors may at any time review a log of all correspondence receivedby us and directed to members of the Board

249、 and may request copies of any such correspondence.Concernsrelating to our accounting,internal accounting controls or auditing matters will be referred to the AuditCommittee.Concerns relating to the Board or members of senior management will be referred to theNominating/Corporate Governance Committe

250、e.Parties submitting communications to the Board maychoose to do so anonymously or confidentially.22DIRECTOR COMPENSATIONUnder the Big Lots,Inc.Non-Employee Director Compensation Package established by the Board,each non-employee director is compensated for Board and committee participation in the f

251、orm of retainersand fees and a restricted stock unit award.Retainers and Charitable ContributionsDuring fiscal 2020,Messrs.Berger,Chambers,Clarke,DiGrande,Goldstein,Kingsbury andMcCormick and Mses.Gottschalk,Jamison,Reardon and Schoppert qualified as non-employee directorsand,as a result,received co

252、mpensation for their Board service.Due to our employment of Mr.Thorn in fiscal2020,he did not qualify as a non-employee director and did not receive compensation for his services as adirector.The compensation received by Mr.Thorn as an employee is shown in the Summary CompensationTable included in t

253、his Proxy Statement.We pay our non-employee directors retainers and fees on a quarterly basis.For fiscal 2020,the annualretainers we paid to non-employee directors consisted of:(1)an annual retainer of$85,000 for each non-employee director other than the nonexecutive chair;(2)an annual retainer of$1

254、70,000 for the nonexecutivechair;(3)an additional annual retainer of$35,000 for the chair of the Audit Committee;(4)an additionalannual retainer of$25,000 for the chair of the Compensation Committee;(5)an additional annual retainerof$20,000 for the chair of the Nominating/Corporate Governance Commit

255、tee and the chair of the CapitalAllocation Planning Committee;(6)an additional annual retainer of$17,500 for each other member oftheAuditCommittee;(7)anadditionalannualretainerof$12,500foreachothermemberof theCompensationCommittee;and(8)an additional annual retainer of$10,000 for each other member o

256、f the Nominating/Corporate Governance Committee and each other member of the Capital Allocation Planning Committee.Each term during which our non-employee directors serve on the Board,we donate an aggregate annualamount of up to$15,000 to charitable organizations nominated by the non-employee direct

257、or and makematching charitable donations in an aggregate annual amount of up to$15,000 to charitable organizationsto which the non-employee director makes contributions.Restricted Stock UnitsIn June 2020,our nonexecutive chair received a restricted stock unit award having a grant date fairvalue equa

258、l to approximately$210,000(6,074 Common Shares)and our other non-employee directorsreceived a restricted stock unit award having a grant date fair value equal to approximately$145,000(4,194Common Shares).The restricted stock unit awards were made under the terms of the Big Lots 2020Long-Term Incenti

259、ve Plan(“2020 LTIP”)and will be settled in our Common Shares on the earlier to occurof(1)the trading day immediately preceding the Annual Meeting or(2)the non-employee director sdeath or disability(as defined in the 2020 LTIP).The non-employee director will forfeit the restrictedstock units if the n

260、on-employee director ceases to serve on the Board before either settlement event occurs.Our non-employee directors may defer all or any portion of their restricted stock unit award until the earlierto occur of(1)the date specified by the non-employee director,(2)the non-employee director s death ord

261、isability or(3)the date the non-employee director ceases to serve as a member of the Board.The non-employee directors must make any deferral election on or before December 31 of the year preceding the grantof the restricted stock unit award(e.g.,December 31,2019 for awards granted in 2020)or,in the

262、case of anewly elected director,within thirty days of the date they become eligible to participate in the 2020 LTIP.23Director Compensation Table for Fiscal 2020The following table summarizes the total compensation for fiscal 2020 for each of our non-employeedirectors.Name(a)FeesEarned orPaid inCash

263、($)(b)StockAwards($)(1)(2)(c)OptionAwards($)(d)Non-EquityIncentive PlanCompensation($)(e)Change inPensionValue andNonqualifiedDeferredCompensationEarnings($)(f)AllOtherCompensation($)(3)(g)Total($)(h)Mr.Berger(4).53,750053,750Mr.Chambers.170,000209,978379,978Mr.Clarke.88,830144,98718,500252,317Mr.Di

264、Grande.112,500144,98730,000287,487Mr.Goldstein(5).67,050144,987212,037Ms.Gottschalk.132,500144,98717,000294,487Ms.Jamison.127,210144,987272,197Mr.Kingsbury.97,290144,98730,000272,277Mr.McCormick.115,000144,987259,987Ms.Reardon.120,000144,98710,000274,987Ms.Schoppert.129,420144,98715,825290,232(1)Amo

265、unts in this column reflect the aggregate grant date fair value of the restricted stock unit awardsgranted to the non-employee directors in fiscal 2020 as computed in accordance with FinancialAccounting Standards Board Accounting Standards Codification Topic 718(“ASC 718”).The fullgrant date fair va

266、lue of the fiscal 2020 restricted stock unit award granted to our nonexecutive chair andeach non-employee director was based on individual awards of 6,074 and 4,194 Common Shares,respectively,at a per Common Share value of$34.57 on the grant date.In accordance with ASC 718and the 2020 LTIP,the per C

267、ommon Share grant date value is the closing price of our Common Shareson the NYSE on the grant date.(2)As of January 30,2021,Mr.Chambers held 6,074 restricted stock units and Mses.Gottschalk,Jamison,Reardon and Schoppert and Messrs.Clarke,DiGrande,Kingsbury and McCormick held4,194 restricted stock u

268、nits.(3)Amounts in this column reflect both matching contributions and payments made by us during fiscal2020 to charitable organizations nominated by the specified directors.(4)Mr.Berger retired as a member of the Board on June 10,2020 and,as a result,did not receive arestricted stock unit award in

269、fiscal 2020.(5)Mr.Goldstein resigned from the Board on October 1,2020 and,as a result,forfeited his restrictedstock unit award for fiscal 2020.24STOCK OWNERSHIPOwnership of Our Common Shares by Certain Beneficial Owners and ManagementThe following table sets forth certain information with regard to

270、the beneficial ownership of ourCommon Shares by each holder of more than five percent of our Common Shares,each director,eachdirector nominee,each of the current and former executive officers named in the Summary CompensationTable,and all executive officers,directors and director nominees as a group

271、.The assessment of holders ofmore than five percent of our Common Shares is based on a review of and reliance upon their respectivefilings with the SEC.Except as otherwise indicated,all information is as of March 31,2021.Name and Address of BeneficialOwner or Identity of Group(1)Amount and Nature of

272、Beneficial Ownership(2)Percent of OutstandingCommon SharesSandra Campos.0*Lisa M.Bachmann.12,175*James R.Chambers.35,345*Andrew C.Clarke.4,194*Sebastian J.DiGrande.12,678*Marla C.Gottschalk.21,898*Cynthia T.Jamison.20,048*Thomas A.Kingsbury.4,194*Christopher J.McCormick.12,678*Kimberley A.Newton.0*J

273、ack Pestello.0*Jonathan E.Ramsden.59,879*Nancy A.Reardon.20,048*Ronald A.Robins,Jr.66,716*Michael A.Schlonsky.93,639*Wendy L.Schoppert.12,794*Bruce K.Thorn.208,256*BlackRock,Inc.(3).5,856,85716.7%The Vanguard Group,Inc.(4).5,049,50214.4%FMR LLC(5).2,515,2477.2%Dimensional Fund Advisors LP(6).2,194,9

274、466.3%LSV Asset Management(7).2,128,2986.1%All directors,nominees and executive officers as a group(20 persons).691,9321.9%*Represents less than 1.0%of the outstanding Common Shares.(1)Unless otherwise indicated,the address for each director and officer is c/o Big Lots,Inc.,4900 E.Dublin-Granville R

275、oad,Columbus,Ohio,43081.(2)Each person named in the table has sole voting power and sole dispositive power with respect to allCommon Shares shown as beneficially owned by such person,except as otherwise stated in the footnotesto this table.The amounts set forth in the table include Common Shares tha

276、t may be acquired within60 days of March 31,2021 through the vesting of restricted stock unit awards as follows:Ms.Bachmann:12,175;Mr.Chambers:6,074;Mr.Clarke:4,194,Mr.DiGrande:4,194;Ms.Gottschalk,4,194;Ms.Jamison:4,194;Mr.Kingsbury:4,194;Mr.McCormick:4,194;Mr.Ramsden:55,183;Ms.Reardon:4,194;Mr.Robi

277、ns:39,415;Mr.Schlonsky:40,487;Ms.Schoppert:4,194;and Mr.Thorn:154,161.25(3)In its Schedule 13G filed on January 25,2021,BlackRock,Inc.,55 East 52ndStreet,New York,NY 10055,stated that it beneficially owned the number of Common Shares reported in the table as ofDecember 31,2020,had sole voting power

278、over 5,753,095 of the shares and sole dispositive power over5,856,867 of the shares,and had no shared voting power or shared dispositive power over any of thereported shares.(4)In its Schedule 13G/A filed on February 10,2021,The Vanguard Group,Inc.,100 Vanguard Blvd.,Malvern,PA19355,statedthatitbene

279、ficiallyownedthenumberof CommonSharesreportedinthetableasof December31,2020,hadsoledispositivepowerover4,972,222of theshares,hadshareddispositivepower over 77,280 of the shares,had shared voting power over 43,760 of the shares and had no solevoting power over any of the reported shares.(5)In its Sch

280、edule 13G filed on February 8,2021,FMR LLC and Abigail P.Johnson(a director andChairman and Chief Executive Officer of FMR LLC),245 Summer Street,Boston,Massachusetts02210,stated that they beneficially owned the number of Common Shares reported in the table as ofDecember 31,2020,had sole voting powe

281、r over 692,833 of the shares and sole dispositive power over2,515,247 of the shares,and had no shared voting power or shared dispositive power over any of thereported shares.(6)In its Schedule 13G/A filed on February 12,2021,Dimensional Fund Advisors LP,Building One,6300Bee Cave Road,Austin,TX 78746

282、,stated that it beneficially owned the number of Common Sharesreported in the table as of December 31,2020,had sole voting power over 2,112,745 of the shares andsole dispositive power over 2,194,946 of the shares,and had no shared voting power or shared dispositivepower over any of the reported shar

283、es.(7)In its Schedule 13G filed on February 11,2021,LSV Asset Management,155 North Wacker Drive,Suite 4600,Chicago,IL 60606,stated that it beneficially owned the number of Common Shares reportedin the table as of December 31,2020,had sole voting power over 1,315,348 of the shares and soledispositive

284、 power over 2,128,298 of the shares,and had no shared voting power or shared dispositivepower over any of the reported shares.26EXECUTIVE COMPENSATIONCompensation Discussion and AnalysisThis Compensation Discussion and Analysis,or CD&A,describes the compensation program for ournamed executive office

285、rs for fiscal 2020,who are listed below:Bruce K.ThornPresident and Chief Executive OfficerJonathan E.RamsdenExecutive Vice President,Chief Financial andAdministrative OfficerMichael A.SchlonskyExecutive Vice President,Chief Human ResourcesOfficerRonald A.Robins,Jr.Executive Vice President,Chief Lega

286、l andGovernance Officer,General Counsel andCorporate SecretaryJack Pestello*Executive Vice President,Chief MerchandisingOfficerLisa M.Bachmann*Former Executive Vice President,ChiefMerchandising and Operating Officer(*)Mr.Pestello was appointed as our Executive Vice President,Chief Merchandising Offi

287、cer effectiveJuly 27,2020.(*)Ms.Bachmann s employment as our Executive Vice President,Chief Merchandising and OperatingOfficer ended on September 4,2020.EXECUTIVE SUMMARYCompany Performance in Fiscal 2020 and Impact of COVID-19Fiscal 2020 presented unprecedented challenges as a result of the COVID-1

288、9 pandemic,which hasdisrupted and may continue to disrupt our business.In addition to addressing the challenges presented byCOVID-19,we also continued to implement our transformative restructuring strategy that we call OperationNorth Star.As an essential retailer,Big Lots has been at the forefront o

289、f adapting to these unprecedented times.With the health and safety of our customers and employees as our number one priority,we created a taskforce dedicated to responding to COVID-19.As the situation and research rapidly developed,we respondedquickly to implement effective safety protocols in our s

290、tores and throughout the Company.Through ouragility and innovation,we continued to safely deliver essential products to our communities throughout thepandemic.We have always been dedicated to the health and safety of our associates.Now more than ever,we are focusing on our associatestotal well-being

291、 through the pandemic.In addition to increased health and safety protocols,we came together to provide financial support forour associates that have been particularly impacted by COVID-19.We are particularly thankful to our storeand distribution center associates,whose dedication through the most un

292、certain times of the pandemicenabled us to maintain operations and continue serving our customers.In recognition of this,we provided atemporary$2 hourly increase to hourly store and distribution center associates.In addition,we providedan across-the-board 30%associate discount from March through Sep

293、tember 2020 and,later in the year,provided a 40%associate discount on December 23 and December 24,2020.In addition,to help fund theCompany s Employee Assistance Fund to provide aid to Big Lots associates affected by COVID-19,eachmember of the Company s senior management,including each of our named e

294、xecutive officers,voluntarilyrelinquished10%of theirbasesalaryineachpayperiodinApril,May,andJune.Theaggregateamountof thecorresponding contribution to the Employee Assistance Fund was approximately$190,000.While the impact of the COVID-19 pandemic on our business and liquidity was uncertain early in

295、 ourfiscal year,government stimulus payments,the emergence of a“nesting”trend among consumers and ourstatus as an essential retailer,had a significantly positive impact on our sales for the full year.These impactscomplemented and augmented benefits from our Operation North Star strategies launched o

296、r expanded27during 2020.As a result of all of these factors,fiscal 2020 was a record year on both the top and bottomlines.Despite the challenges presented by COVID-19 in fiscal 2020,we also returned approximately$220 million to our shareholders through share repurchases and dividends in fiscal 2020.

297、The followingcharts set forth our(1)net sales,(2)net income,(3)adjusted net income,(4)diluted earnings per commonshare,(5)adjusted diluted earnings per common share,(6)increase in comparable sales for stores open at leastfifteen months plus our e-commerce operations,and(7)return on invested capital

298、for fiscal 2018,fiscal2019 and fiscal 2020(reconciliations of adjusted net income and adjusted diluted earnings per common share(each a non-GAAP financial measure)to net income and diluted earnings per share(the most directlycomparable GAAP financial measures),respectively,are attached to this Proxy

299、 Statement on Appendix A).Net Sales$5,323,180,000$5,238,105,000202020192018$6,199,186,000Net Income$242,464,000$156,894,000201820192020$629,191,000Adjusted Net Income$144,413,000$165,368,000201820192020$287,288,000Diluted Earnings Per Common Share$6.16$3.83201820192020$16.11Adjusted Diluted Earnings

300、 Per share$3.67$4.04201820192020$7.35Comparable Sales Increase0.3%1.2%20182019202016.1%Return on Invested Capital21.2%16.3%20182019202048.4%28The following table sets forth the one-,two-and three-year median annualized total shareholder returnof our peer group,the S&P 500,the S&P 500 Retailing Index

301、 and the Company.Median Annualized TSRComparator Group1 Year(2/1/2020 1/31/2021)2 Year(2/1/2019 1/31/2021)3 Year(2/1/2018 1/31/2021)Peer Group.54.4%7.1%8.7%Big Lots Percent Rank vs.Peer Group.87%79%40%S&P 500.11.0%12.9%8.4%Big Lots Percent Rank vs.S&P 500.99%92%37%S&P 500 Retailing.21.5%25.6%15.4%Bi

302、g Lots Percent Rank vs.S&P 500 Retailing.96%87%22%Big Lots,Inc.131.6%44.5%4.2%Key Executive Compensation Actions in Fiscal 2020 Base Salaries for Named Executive Officers.In light of the uncertainty surrounding the COVID-19pandemic,the Committee did not approve any merit increases in fiscal 2020 to

303、the base salaries ofthe named executive officers,marking the second consecutive year with no merit-based base salaryincreases for our named executive officers.In addition,to help fund the Company s EmployeeAssistance Fund in order to provide aid to Big Lots associates affected by COVID-19,each membe

304、rof the Company s senior management,including each of our named executive officers,voluntarilyrelinquished 10%of their base salary in each pay period in April,May,and June.Mr.Pestello joinedthe Company in July 2020,and his base salary was established in connection with his hiring.Impact of COVID-19

305、on Annual Cash Incentive Awards.In light of the uncertainty surrounding theCOVID-19 pandemic,the Committee bifurcated the annual cash incentive award for fiscal 2020into a(1)a discretionary award based on effective management and leadership through the crisis,including goals related to health and sa

306、fety,business continuity,cash and liquidity management,andinternal and external communication,during the first half of fiscal 2020 and(2)an objectivecorporate performance-based award based on our adjusted operating profit and comparable sales infiscal 2020.Each executive s total annual cash incentiv

307、e award for fiscal 2020 was weighted 40%forthe discretionary award and 60%for the corporate performance-based award.Impact of COVID-19 on Long-Term Equity Incentive Awards.The long-term equity incentiveawards granted to our named executive officers in fiscal 2020 consisted of performance restricteds

308、tock unit awards(“PRSUs”)(50%weighting)and restricted stock units(“RSUs”)(50%weighting).The Committee determined the number of PRSUs and RSUs awarded to our named executiveofficers in fiscal 2020 by applying a 20 percent premium to the closing price of our Common Shareson the grant date in an effort

309、 to impose appropriate limits on the potential dilution of our CommonShares and to acknowledge the decline in the market price of our Common Shares following theonset of the COVID-19 pandemic.As a result,the grant values were approximately 20%lower thanthe grant values for 2019.The Committee granted

310、 PRSUs in lieu of the performance share units(“PSUs”)that it has granted in recent fiscal years due to the uncertainty related to the COVID-19pandemic and resulting challenges in establishing performance goals.The PRSUs were subject tovesting in one-third tranches based upon the closing price of our

311、 Common Shares equaling orexceeding the following thresholds for 20 consecutive trading days on or before the third anniversaryof thegrantdate:(1)$17.00;(2)$21.00;and(3)$25.00,whichrepresentedpremiumsof approximately7%,33%,and 58%,respectively,above the closing price of our Common Shares on the gran

312、t date.Noshares are eligible to vest prior to the first anniversary of the grant date and any vested shares mustbe held through the third anniversary of the grant date.Payouts on Annual Cash Incentive Awards.Based on the Committee s assessment of various actionstaken and results achieved by manageme

313、nt in the areas of cash and liquidity management andcrisis leadership during the first half of fiscal 2020,each of our named executive officers earned amaximum payout under the discretionary annual incentive award for fiscal 2020.Based on the29Company s adjusted operating profit and comparable sales

314、 for fiscal 2020,each of our namedexecutive officers also earned a maximum payout under the objective corporate performance-basedannual incentive awards.Vesting of Long-Term Equity Incentive Awards.Based on the Company s adjusted earnings pershare diluted(“EPS”)and adjusted return on invested capita

315、l(“ROIC”)over the past three years,the PSUs we granted in fiscal 2018 vested at 145.9%of the target performance level.Based on thesustained appreciation of the market price of our Common Shares in fiscal 2020,all of the PRSUs wegranted in fiscal 2020 fully vested in April 2021 on the first anniversa

316、ry of the grant date,althoughthe underlying Common Shares may not be sold until the third anniversary of the grant date.Basedon the Company s operating profit in fiscal 2020,one-third of the RSUs we granted in fiscal 2020vested and the remaining two-thirds will vest ratably over the next two years.K

317、ey Executive Compensation Actions in Fiscal 2021 Although the COVID-19 pandemic is not over and the potential effect of the pandemic on theCompany s business remained somewhat unclear at the time of the Committee s annual evaluation ofthe executive compensation program in March 2021,the Committee de

318、termined to return to amore customary mix of merit increases,annual cash incentive awards based entirely on annualCompany financial goals,and long-term equity incentive awards consisting of PSUs(weighted 60%)and RSUs(weighted 40%)for the named executive officers in fiscal 2021.Executive Compensation

319、 Program Objectives and ComponentsCompensation ObjectivesOur executive compensation program is designed to:Pay for superior results by rewarding executives for achieving short-and long-term performancegoals and creating long-term shareholder value;Align the interests of our executives with the inter

320、ests of our shareholders through performance-and equity-based compensation;and Attract and retain talented executives by paying compensation that is competitive with thecompensation paid by the companies in our peer group.30Compensation ComponentsThe following table summarizes the primary components

321、 of our executive compensation program andthe primary purposes each component serves in furthering the objectives of our executive compensationprogram:ComponentCharacteristicsPrimary PurposesBase SalaryAnnual fixed cash compensationAttract and retain talentedexecutives through an annualsalary that r

322、eflects the executive sperformance,experience andscope of responsibilities.Mitigate pressure to takeunnecessary or excessive risks orunduly focus on the price of ourCommon Shares.Annual Cash Incentive AwardsAnnual variable performance-based cash compensationMotivate executives to achieveperformance

323、objectives thatdirectly relate to our annualoperating and strategic goals.Long-Term Equity IncentiveAwardsLong-term variable equity awardsgranted annually as acombination of performancebased awards(PSUs or PRSUs)and RSUsAlign the interests of ourexecutives with the interests ofour shareholders.Motiv

324、ate executives to achievemulti-year financial and strategicgoals and create long-termshareholder value.Retain talented executives for thelong-term.31Pay-for PerformancePay-for-performance is the fundamental objective of our executive compensation philosophy.As aresult,the Committee believes that a m

325、ajority of each named executive officer s total compensation shouldbe at risk or variable based on our performance and/or stock price(i.e.,performance-based).The followinggraphs show the percentage of the total compensation awarded to Mr.Thorn and our other namedexecutive officers(who we employed at

326、 the end of fiscal 2020)for fiscal 2020 that was performance-based asdisclosed in the Summary Compensation Table.47%47%27%17%36%26%Salary and Other CompensationPerformance Share Units Award&Restricted Stock Units AwardAnnual Bonus Incentive Award2020 COMPENSATION AWARDED83%Performance-LinkedIncentiv

327、e Compensation74%Performance-LinkedIncentive CompensationMR.THORNOTHER NEOSExecutive Compensation and Governance Practices and PoliciesThe following table sets forth executive compensation and governance practices and policies we haveimplemented to advance the objectives of our executive compensatio

328、n program and to align our practicesand policies with industry-leading standards.PracticeBig Lots PolicyPay-for-Performance PhilosophyA majority of the total target compensation opportunity ofeach of our named executive officers is at risk or variablebased on our performance and/or stock price.Stock

329、 Ownership RequirementsAll of our executive officers and outside directors aresubject to stock ownership requirements.Clawback PolicyAll of our executive officers are subject to a compensationclawback policy.Independent Compensation ConsultantThe Committee engages an independent compensationconsulta

330、nt that reviews and advises the Committee onexecutive compensation.The consultant performs servicessolely for the Committee.Independent Board ChairWe maintain separate CEO and Chairman of the Boardpositions.Anti-Hedging and Pledging PolicyWe do not allow our directors or Leadership Teammembers to en

331、ter into any hedging or pledgingtransactions relating to our Common Shares.Excise Tax Gross-UpsWe do not pay excise tax gross-ups under our severanceagreements in the event of a change in control.32PracticeBig Lots PolicyDividends on Unearned AwardsWe do not pay dividends on unearned performance awa

332、rds.“Double-Trigger”RequirementsThe 2020 LTIP and our severance agreements only providecertain cash payments and other benefits upon a change incontrol if the participant is terminated in connection withthe change in control.2020 Say-on-Pay Advisory Vote and Shareholder EngagementAt our 2020 annual

333、meeting of shareholders,our shareholders approved the compensation of ournamed executive officers with approximately 98.5%of votes cast in favor of our say-on-pay resolution.TheCommittee considers this vote a positive endorsement of our executive compensation program.Ourshareholderssupport of our 2020 say-on-pay resolution and discussions with our shareholders before our2020 annual meeting contrib