Big Lots Inc. (BIG) 2013年年度報告「NYSE」.pdf

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1、300 Phillipi Rd.Columbus,OH ANNUALREPORT201 3SURPRISESIN EVERY AISLE,EVERY DAYJENNIFER is one of the most popular names in our Big Lots Buzz Club Rewards program.So its the name weve chosen to represent our target audiencethe person most likely to shop often at Big Lots!OUR CORE CUSTOMER JENNIFERNot

2、 all Jennifers are created equal.Our research shows that we have fourtypes of customers.THE SMART HUNTER Shops to save and enjoys it One of the first to check out new stores Values friends opinions on shopping Likes options and choice in shoppingTHE SAVVY BARGAINISTA Everything about shopping excite

3、s her Celebrates finding everyday surprises big and small Will go out of her way to find amazing deals Values style and fashion within reach Always shopping onlineTHE PRAGMATIC MINIMALIST Shopping isnt enjoyable for her Only shops when she needs something Ideal shopping experience=efficient Flexible

4、 on price if she gets what she wantsTHE FOCUSED TRADITIONALIST Shops for convenience and price Rarely shops outside favorite stores Likes to shop with familyOUR MISSIONGuided by an understanding of our core customer Jennifer,our mission is simple:SURPRISES*IN EVERY AISLE,EVERY DAY.*unexpected prices

5、,items,and brandsOUR VISIONRecognized for providing an outstanding shopping experience for our customers,valuing and developing our associates,and creating growth for our shareholders.OUR VALUESEXCEED customer expectationsTreat people with RESPECT and DIGNITYBe a PASSIONATE leaderParticipate and CON

6、TRIBUTEPursue EXCELLENCEWork as a TEAMSHARE knowledgeMake QUICK,responsible decisionsLISTEN and communicateHave FUNCOMPANY INFORMATIONHeadquartered in Columbus,Ohio,Big Lots(NYSE:BIG)is a Fortune 500 retailer operating nearly 1,500 Big Lots stores in 48 states.For more than three decades,weve deligh

7、ted our customers with a vibrant mix of exciting brands,unique products,and closeout prices.Big Lots offers new merchandise every week at substantial savings over traditional discount retailers.Shoppers love our unexpected deals.We also carry attractive,affordable furniture,home furnishings,seasonal

8、 merchandise,and hundreds of everyday items consumers want and need.Through excellent relationships with manufacturers,high-volume purchases,and strict expense control,we pass tremendous savings on to our customers.Transfer Agent&RegistrarComputershare Investor Services250 Royall StreetCanton,Massac

9、husetts 02021800.622.6757(in the U.S.,Canada&Puerto Rico)781.575.4735(outside the U.S.,Canada&Puerto Rico) Investment InquiriesInvestor Relations Department300 Phillipi RoadColumbus,Ohio 43228614.278.6622Investor_RIndependent Registered Public Accounting FirmDeloitte&Touche LLP220 E.Monument Avenue,

10、Suite 500Dayton,Ohio 45402NYSE Trading SymbolTelephone614.278.6800Web SE-MNOTICE OF ANNUAL MEETINGThe Annual Meeting of Shareholders will be held at 9:00 a.m.EDT on Thursday,May 29,2014,at our corporate office,300 Phillipi Road,Columbus,Ohio.Whether or not you plan to attend,you are encouraged to vo

11、te as soon as possible.In accordance with the accompanying proxy statement,shareholders who attend the meeting may withdraw their proxies and vote in person if they so desire.David J.CampisiChief Executive Officer and PresidentBIG LOTS,INC.ANNUAL REPORT 201 3DEAR SHAREHOLDERS:Let me begin by express

12、ing how excited I am to be at Big Lots.Since joining the Company in May 2013,I have spent a great deal of time with our associates listening and learning about the business what has worked and where we have experienced challenges.I truly appreciate the support,the candid insights,and the honest feed

13、back I received throughout my year of transition.As a team,we have invested countless hours walking our stores across the country in different types of markets and customer demographic settings.Ive seen first-hand what our customer sees great value merchandise in many of our categories,which is very

14、 important in these difficult economic times.However,we also have seen challenges and inconsistency in our product offerings,a lack of a“customer-first”mentality when merchandising our stores,and product assortments that had become too broad and less and less meaningful over time.We were trying to b

15、e everything to everyone which resulted in a business model that is overly complicated to operate and perform at a high level.The good news is our core customer still loves us,and today through this process,we have a better understanding than ever before of who she is and how she likes to shop.Her n

16、ame is Jennifer,and we now have a focus on her in all facets of our business.In order to align our team on how we intend to operate the business going forward with a focus on Jennifer,we created mission,vision,and values statements which the organization was thirsty for and has rallied behind Our Mi

17、ssion is simple Surprises in every aisle,every day across all merchandise categories in our store Our Vision for the future providing an outstanding shopping experience for our customers,valuing and developing our associates,and creating growth for our shareholders which aligns with our strategic fo

18、cus And our Values embody the essence of how we intend to work together at Big Lots each and every day Developing our Mission,Vision,and Values statements was the first step to our Strategic Planning Process(or SPP).Our SPP represents a 3-year view with specific strategies designed to position our b

19、usiness for the long term while delivering improved financial performance.There are three key overarching objectives,or pillars,which were identified Jennifer who represents the sales and customer opportunityAssociates the team which will deliver the resultsShareholders who we ultimately work for an

20、d who invested in Big Lots for a financial return JENNIFERThe Jennifer pillar represents the sales portion of the strategy and what will drive the profitability of the model and ultimately help us achieve our goal of driving shareholder returns.We have assembled a senior leadership team that clearly

21、 understands top line growth,consistency of results,and execution are our top priorities.Merchandising:It is critical to focus our resources on winnable,ownable businesses merchandising categories that are top-of-mind with Jennifer like Furniture,Seasonal,Home,and Food&Consumables.Our“edit to amplif

22、y”merchandising strategy emphasizes these businesses and edits or exits the categories that are less relevant and not top of mind at Big Lots for Jennifer.BLAR13_Editorials_Print_032814.indd 13/31/14 12:31 PMSURPRISES IN EVERY AISLE,EVERY DAY is about understanding our core customer Jennifer,and wha

23、t she wants when shopping our stores.Its about exceeding her expectations with great values on branded products.We believe how we source our product,specifically closeouts which are an important part of our heritage,is a key strategic advantage.It is equally important to recognize that Jennifer want

24、s some level of consistency in our store,which can be complicated when closeouts are not always available.As a result,we will introduce more consistency of product in those need,use,buy most categories,particularly in Food&Consumables.We will supplement this initiative with the rollout of our Cooler

25、 and Freezer program to over 600 stores this year,and likely a similar number in 2015.This provides not only consistency,but also enables our stores to begin to accept EBT and SNAP as an additional form of tender for those customers utilizing these forms of government assistance.The recent economic

26、downturn left many Americans relying on government assistance,and it is important for us to be able to meet their needs and accept this form of payment.In a similar light,we are rolling out what we have called internally a Furniture Financing program to the majority of our store fleet in 2014.More s

27、pecifically,this is a lease-to-purchase program that we believe is an important service to a portion of our customer base again,taking down a barrier to shopping our stores.Our merchandise assortments must provide great value and improve consistency,and we recognize we have to significantly improve

28、the quality and taste level of our offerings as well.In customer focus groups,Jennifer repeatedly mentions a lack of trust in the quality of our merchandise,and we have responded by putting in place processes and disciplines focused on grading potential product purchases based on their quality and t

29、aste level and where the product is in its life cycle or demand curve with the customer.In addition to improved buying disciplines,we believe our vendor base has become too broad which has inadvertently caused us to become less relevant in the vendor community.We have a full court press on improving

30、 our relationships with our key vendors our top 200 vendors will make a difference in our product offerings and ultimately the quality and value Jennifer sees in our stores.Marketing:Were simplifying everything we do to focus on Jennifer and how she wants to be communicated to and share information

31、with her friends.In the near term,traditional print advertising will continue to be a part of our strategy.More importantly,our focus longer term has to evolve our television messaging and move swiftly and aggressively into other forms of media,particularly digital marketing and social media as well

32、 as the ecommerce and omnichannel space.We are building a team with extensive experience in all areas of consumer engagement and messaging including enhancing our presence online and our use of social media.For instance,our social media launch of#thriftisback a campaign around what was previously th

33、e Hostess Thrift store business is a small example of what we see as the opportunity to build our brand socially with Jennifer and allow her to share more about Big Lots with her friends and followers.This is a totally new approach for Big Lots incremental activity to anything we have done in the pa

34、st,again aimed at more consistency with our customer base.Were also working diligently to develop an ecommerce solution that fits our business model and will lead to omnichannel capabilities to leverage our brick and mortar presence.We know we are behind most of retail in this area,and we know these

35、 capabilities have customer engagement and sales opportunity.We also know Jennifer wants to buy online from existing or expanded assortments and pickup product in our stores.Right now,we believe ecommerce is likely to go live some time in 2015.ASSOCIATESThroughout my retail career,I have seen time a

36、nd time again you win with People.Given the changes in our strategy and the need for different thinking and expertise,we have experienced a significant change in the senior leadership of our team and throughout many areas of the organization.We have attracted top-level talent now our job is to retai

37、n our talent and continue to look for the best in the industry.Do we have a solid succession plan?What are our It is critical to focus our resources on merchandising categories that are top-of-mind with Jennifer.BLAR13_Editorials_Print_032814.indd 23/31/14 12:31 PMThe Thrift is Back an online campai

38、gn promoting our Hostess products is one example of how we are building our brand socially.BIG LOTS,INC.ANNUAL REPORT 201 3training and development needs?How do we raise the level of associate engagement across all areas of our business in our relentless drive to success?Failure is not an option.The

39、 Associate pillar,when completed,will address these fundamental business needs.SHAREHOLDERSThe Shareholders pillar is highly dependent on the success of the Jennifer and Associate pillars.During this SPP period of 2014 to 2016,we anticipate sales productivity approaching historic highs and our retai

40、l operating margins improving to approximately 6%.Its important to understand this is a 3-year view and not intended to be a ceiling of what is possible.This level of financial performance would drive meaningful operating margin expansion and meaningful amounts of cash flow.The Shareholders pillar w

41、ill aim to drive shareholder return not only with financial performance but also with a cash deployment strategy based on our Boards assessment of what is best for our company and shareholders.We believe this continues to align management with our shareholders and ultimately gives us the best opport

42、unity to drive shareholder return.Our SPP also required us to make difficult decisions about exiting businesses or investments where we were not generating a good financial return,or where we did not see an opportunity to win longer-term.In 2013,we closed our wholesale business and announced the dec

43、ision to exit the unprofitable Canadian market.These decisions were not taken lightly,as it affected a number of dedicated associates who worked very hard in an effort to grow these areas of our business.And while the strategic and fundamental rationale supporting the decisions was clear,we deeply r

44、egret the impact it had on our associates,our customers,and the communities where our stores,distribution centers,and offices were located.GIVING BACKGiving back to the communities we serve is important.I am particularly proud of our philanthropic initiatives such as our Lots2Give program supporting

45、 education,our 19-year relationship with Toys for Tots,and our work with Nationwide Childrens Hospital.This year we celebrate our 10-year relationship with the Furniture Bank of Central Ohio,where together with our vendor partners,weve raised more than$6 million for struggling families.Our community

46、 involvement extends to Feeding America and dozens of other programs in education,social services,healthcare,and the arts.Our associates are engaged in volunteerism and join us in our efforts to increase our community impact.IT IS NOT BUSINESS AS USUALIn closing,I am excited about the progress we ma

47、de in 2013,and the prospects for the years to come.Im confident we have developed a solid strategy to deliver consistent and sustainable growth,and I am also confident we have the right senior merchandising leadership team to execute the strategy.I am very proud of how our entire team has come toget

48、her and embraced the singular goal of strengthening the Big Lots brand by better serving Jennifer and continuously looking at our business through her lens.It is not business as usual here at Big Lots this is just the start.We are at the beginning of the beginning.On behalf of the entire Big Lots or

49、ganization,our Board of Directors,and all of our associates,I thank you for your support.Sincerely,David J.CampisiChief Executive Officer and PresidentBLAR13_Editorials_Print_032814.indd 33/31/14 12:31 PM FISCAL YEAR ($in thousands,except per share amounts)2013(a)2012(a)2011(a)Earnings Data(b)Net sa

50、les$5,301,912$5,367,165$5,159,249 Net sales increase(decrease)(1.2)%4.0%4.2%Income from continuing operations(c)$101,451$180,357$206,158 Income from continuing operations decrease(c)(43.7)%(12.5)%(7.4)%Earnings from continuing operations per share-diluted(c)$1.75$2.98$2.97 Earnings from continuing o

51、perations per share-diluted increase(decrease)(c)(41.3)%0.3%4.9%Average diluted common shares outstanding(000s)57,958 60,476 69,419 Gross margin-%of net sales(c)39.0%39.5%40.0%Selling and administrative expenses-%of net sales 33.2%31.8%31.6%Depreciation expense-%of net sales 2.2%2.0%1.7%Operating pr

52、ofit-%of net sales(c)3.6%5.7%6.7%Non-operating expense,including interest-%of net sales 0.1%0.1%0.1%Income from continuing operations-%of net sales(c)1.9%3.4%4.0%Balance Sheet Data and Financial RatiosCash and cash equivalents$68,629$60,581$68,547 Inventories 914,965 918,023 825,195 Property and equ

53、ipment-net 569,682 593,562 572,767 Total assets 1,739,599 1,753,626 1,641,310 Borrowings under bank credit facility 77,000 171,200 65,900 Shareholders equity 901,427 758,142 823,233 Working capital$543,614$460,996$421,836 Current ratio 1.9 1.7 1.7 Inventory turnover(b)(c)3.3 3.5 3.6 Bank borrowings

54、to total capitalization 7.9%18.4%7.4%Return on assets-continuing operations(b)(c)5.8%10.6%12.6%Return on shareholders equity-continuing operations(b)(c)12.2%22.8%23.3%Cash Flow Data(b)Cash provided by operating activities(d)$198,334$281,133$318,471 Cash used in investing activities(e)(97,495)(130,35

55、7)(120,712)Cash flow(f)$100,839$150,776$197,759 Store Data Stores open at end of the fiscal year 1,570 1,574 1,533 Gross square footage(000s)47,489 47,376 45,780 Selling square footage(000s)34,255 34,267 33,119 Increase in selling square footage (0.0)%3.5%9.6%Average selling square footage per store

56、 21,818 21,771 21,604 U.S.Segment Sales and Store Data(b)Comparable store sales(decrease)increase (2.7)%(2.7)%0.1%Average sales per store$3,430$3,539$3,578 Stores open at end of the fiscal year 1,493 1,495 1,451 FINANCIAL HIGHLIGHTS (Unaudited Adjusted Results)(a)The results of Big Lots Canada are i

57、ncluded from the date of acquisition(July 18,2011)and forward.The results of our wholesale business have been reclassified as discontinued operations and therefore are excluded.(b)The results for fiscal year 2013 and 2011 include 52 weeks,while the results for fiscal year 2012 includes 53 weeks.(c)T

58、his item is shown excluding the impact of certain items for fiscal years 2013 and 2012.A reconciliation of the difference between GAAP and the non-GAAP financial measures presented in this table for fiscal years 2013 and 2012 is shown on the following page.(d)Includes depreciation and amortization o

59、f$102,196,$95,602,and$82,851 for fiscal years 2013,2012,and 2011,respectively.(e)Includes capital expenditures of$104,787,$131,273,and$131,293 for fiscal years 2013,2012,and 2011,respectively.(f)Cash flow is calculated as cash provided by operating activities less cash used in investing activities.N

60、et sales(a)(b)$5.5B$5.4B$5.3B$5.2B$5.1B$5.0B201320122011$5.2B$5.4B$5.3BEarnings from continuing operations per share diluted(a)(b)(c)$3.25$2.75$2.25$1.75$1.25201320122011$2.97$2.98$1.75U.S.store count1,5251,4751,4251,3752013201220111,4511,4951,493BLAR13_Editorials_Print_032814.indd 43/31/14 12:31 PM

61、BIG LOTS,INC.ANNUAL REPORT 201 3BLAR13_Editorials_Print_032814.indd 53/31/14 12:31 PMThe Unaudited Adjusted Results,which include financial measures that are not calculated in accordance with accounting principles generally accepted in the United States of America(GAAP),are presented in order to pro

62、vide additional meaningful financial information for the period presented.The Unaudited Adjusted Results should not be construed as an alternative to the reported results determined in accordance with GAAP.Our definition of adjusted results may differ from similarly titled measures used by other com

63、panies.While it is not possible to predict future results,our management believes that the adjusted non-GAAP information is useful for the assessment of our ongoing operations.The Unaudited Adjusted Results should be read in conjunction with our Consolidated Financial Statements and the related Note

64、s contained in our Form 10-K for fiscal 2013.FISCAL 2013The 2013 Unaudited Adjusted Results reflect lower selling and administrative expense as a result of the adjustment for a loss contingency partially offset by a gain on sale of real estate and higher income tax expense as a result of a U.S.defer

65、red tax benefit associated with the wind down of the operations of our Canadian segment,as described and reconciled below($in thousands):Adjustment to Loss Contingency Accrual In fiscal 2013,we recorded a$4,375 charge($2,760 net of tax)related to the settlement of a legal contingency which resulted

66、in an increase of selling and administrative expenses.Gain on Sale of Real Estate In the third quarter of fiscal 2013,we recognized a$3,579 gain on the sale of real estate($2,179 net of tax)related to a Company-owned and operated store which resulted in a decrease of selling and administrative expen

67、ses.U.S.Tax Benefit of Canadian Wind Down In the fourth quarter of fiscal 2013,we recognized a reduction in income tax expense of$23,899 related to the recognition of a U.S.deferred tax benefit associated with the excess tax basis in the investment in our Canadian segment,which is being wound down.F

68、ISCAL 2012The 2012 Unaudited Adjusted Results reflect lower cost of goods sold as a result of a change in inventory accounting principle,as described and reconciled below($in thousands):Change in Inventory Accounting Principle In the first quarter of fiscal 2012,we recorded a$5,574 charge($3,388 net

69、 of tax)to cost of goods sold as a result of our successful implementation of new inventory management systems.Net sales$5,301,912 100.0%$5,301,912 100.0%$5,367,165 100.0%$5,367,165 100.0%Cost of sales 3,236,606 61.0 3,236,606 61.0 3,254,837 60.6 (5,574)3,249,263 60.5Gross profit 2,065,306 39.0 2,06

70、5,306 39.0 2,112,328 39.4 5,574 2,117,902 39.5Selling and administrative expenses 1,759,745 33.2 (4,375)3,579 1,758,949 33.2 1,708,160 31.8 1,708,160 31.8Depreciation expense 115,122 2.2 115,122 2.2 106,137 2.0 106,137 2.0Operating profit 190,439 3.6 4,375 (3,579)191,235 3.6 298,031 5.6 5,574 303,60

71、5 5.7Interest expense (3,339)(0.1)(3,339)(0.1)(4,192)(0.1)(4,192)(0.1)Other income(expense)(1,213)(0.0)(1,213)(0.0)51 0.0 51 0.0Income from continuing operations before income taxes 185,887 3.5 4,375 (3,579)186,683 3.5 293,890 5.5 5,574 299,464 5.6Income tax expense 61,118 1.2 1,615 (1,400)23,899 85

72、,232 1.6 116,921 2.2 2,186 119,107 2.2Income from continuing operations 124,769 2.4 2,760 (2,179)(23,899)101,451 1.9 176,969 3.3 3,388 180,357 3.4Income from discontinued operations 526 0.0 526 0.0 152 0.0 152 0.0Net income$125,295 2.4%$2,760$(2,179)$(23,899)$101,977 1.9%$177,121 3.3%$3,388$180,509

73、3.4%Earnings per common share-basic:(g)Continuing operations$2.17$0.05$(0.04)$(0.42)$1.77$2.96$0.06$3.01 Discontinued operations 0.01 0.01 Net income$2.18$0.05$(0.04)$(0.42)$1.78$2.96$0.06$3.02Earnings per common share-diluted:(g)Continuing operations$2.15$0.05$(0.04)$(0.41)$1.75$2.93$0.06$2.98 Disc

74、ontinued operations 0.01 0.01 Net income$2.16$0.05$(0.04)$(0.41)$1.76$2.93$0.06$2.98FISCAL YEAR 2013(a)FISCAL YEAR 2012(a)Adjustment to exclude change in inventory accounting principleReported(GAAP)UnauditedAdjusted Results(non-GAAP)UnauditedAdjusted Results(non-GAAP)Reported(GAAP)Adjustment to loss

75、contingencyaccrualGain onsale ofreal estateU.S.taxbenefit ofCanadianwind down(g)The earnings per share for continuing operations,discontinued operations and net income are separately calculated in accordance with Accounting Standards Codification(ASC)260;therefore,the sum of earnings per share for c

76、ontinuing operations and discontinued operations may differ,due to rounding,from the calculated earnings per share of net income.($in thousands,except per share amounts)BIG LOTS,INC.ANNUAL REPORT 201 3CHIEF EXECUTIVE OFFICER&PRESIDENTDavid J.CampisiEXECUTIVE VICE PRESIDENTSLisa M.BachmannChief Opera

77、ting OfficerRichard R.CheneChief Merchandising OfficerTimothy A.JohnsonChief Financial OfficerSENIOR VICE PRESIDENTSLucy G.CindricGeneral Merchandise ManagerLeslie R.(Trey)Johnson IIIGeneral Merchandise ManagerRonald D.ParisottoGeneral Counsel&Corporate SecretaryCarlos V.RodriguezDistribution&Transp

78、ortation ServicesMichael A.SchlonskyHuman ResourcesAndrew D.SteinChief Customer OfficerStewart W.WenerstromChief Information OfficerMartha A.Withers-HallGeneral Merchandise ManagerDIRECTORS&EXECUTIVESBOARD OF DIRECTORSJeffrey P.Bergerformer President&Chief Executive OfficerHeinz North America Foodse

79、rvice;former Executive Vice President,Global FoodserviceH.J.Heinz CompanyDavid J.CampisiChief Executive Officer&PresidentBig Lots,Inc.James R.ChambersPresident&Chief Executive OfficerWeight Watchers International,Inc.Peter J.Hayesformer Chief Operating Officer Variety Wholesalers Inc.Brenda J.Lauder

80、backformer PresidentWholesale Group Nine West Group,Inc.Philip E.MallottChairman of the BoardBig Lots,Inc.;former Vice President&Chief Financial OfficerIntimate Brands,Inc.Russell Soltformer Executive Vice President&Chief Financial OfficerWest Marine,Inc.James R.Tenerformer President&Chief Operating

81、 OfficerBrook Mays Music CompanyDennis B.TishkoffChairman&Chief Executive OfficerDrew Shoe CorporationBLAR13_Editorials_Print_032814.indd 63/31/14 12:31 PM-i-Big Lots,Inc.300 Phillipi Road Columbus,Ohio 43228April 15,2014Dear Shareholder:We cordially invite you to attend the 2014 Annual Meeting of S

82、hareholders of Big Lots,Inc.The Annual Meeting will be held at our corporate offices located at 300 Phillipi Road,Columbus,Ohio,on May 29,2014,beginning at 9:00 a.m.EDT.The following pages contain the Notice of Annual Meeting of Shareholders and the Proxy Statement.You should review this material fo

83、r information concerning the business to be conducted at the Annual Meeting.Your vote is important.Whether or not you plan to attend the Annual Meeting,we urge you to vote as soon as possible.If you attend the Annual Meeting,you may revoke your proxy and vote in person,even if you have previously su

84、bmitted a proxy.We have elected to take advantage of Securities and Exchange Commission rules that allow us to furnish proxy materials to certain shareholders on the Internet.On or about the date of this letter,we began mailing a Notice of Internet Availability of Proxy Materials to shareholders of

85、record at the close of business on March 31,2014.At the same time,we provided those shareholders with access to our online proxy materials and filed our proxy materials with the Securities and Exchange Commission.We believe furnishing proxy materials to our shareholders on the Internet will allow us

86、 to provide our shareholders with the information they need,while lowering the costs of delivery of our proxy materials and reducing the environmental impact of the Annual Meeting.Thank you for your ongoing support of,and continued interest in,Big Lots,Inc.Respectfully submitted,PHILIP E.MALLOTT DAV

87、ID J.CAMPISIChairman Chief Executive Officer and President -ii-iii-Big Lots,Inc.300 Phillipi Road Columbus,Ohio 43228NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 29,2014Notice is hereby given that the 2014 Annual Meeting of Shareholders of Big Lots,Inc.will be held at our corporate office

88、s located at 300 Phillipi Road,Columbus,Ohio,on May 29,2014,beginning at 9:00 a.m.EDT,for the following purposes:1.To elect as directors of Big Lots,Inc.the nine nominees named in our 2014 Proxy Statement;2.To consider and vote upon a proposal to approve the amended and restated Big Lots 2012 Long-T

89、erm Incentive Plan;3.To consider and vote upon a proposal to approve the amended and restated Big Lots 2006 Bonus Plan;4.To approve,on an advisory basis,the compensation of our named executive officers,as disclosed in our 2014 Proxy Statement pursuant to Item 402 of Regulation S-K,including the Comp

90、ensation Discussion and Analysis,compensation tables and the narrative discussion accompanying the tables;5.To ratify the appointment of Deloitte&Touche LLP as our independent registered public accounting firm for fiscal 2014;6.To consider a shareholder proposal if the proposal is properly presented

91、 for consideration at the Annual Meeting;and7.To transact such other business as may properly come before the Annual Meeting.Only shareholders of record at the close of business on the record date,March 31,2014,are entitled to notice of and to vote at the Annual Meeting and any postponement or adjou

92、rnment thereof.By Order of the Board of Directors,RONALD D.PARISOTTOSenior Vice President,General Counsel and Corporate SecretaryApril 15,2014 Columbus,OhioYour vote is important.Shareholders are urged to vote online.If you attend the Annual Meeting,you may revoke your proxy and vote in person if yo

93、u wish,even if you have previously submitted a proxy.-iv-BIG LOTS,INC.PROXY STATEMENT TABLE OF CONTENTS ABOUT THE ANNUAL MEETING .1PROPOSAL ONE .5GOVERNANCE.7DIRECTOR COMPENSATION.11STOCK OWNERSHIP.13PROPOSAL TWO.15PROPOSAL THREE.27EXECUTIVE COMPENSATION.33PROPOSAL FOUR .72AUDIT COMMITTEE DISCLOSURE

94、.73PROPOSAL FIVE.75PROPOSAL SIX.76SHAREHOLDER PROPOSALS .79ANNUAL REPORT ON FORM 10-K.80PROXY SOLICITATION COSTS.80OTHER MATTERS.80BIG LOTS 2012 LONG-TERM INCENTIVE PLAN.APPENDIX ABIG LOTS 2006 BONUS PLAN.APPENDIX B-1-Big Lots,Inc.300 Phillipi Road Columbus,Ohio 43228PROXY STATEMENTThis Proxy Statem

95、ent is furnished in connection with the solicitation of proxies by the Board of Directors(“Board”)of Big Lots,Inc.,an Ohio corporation(“we,”“us,”“our”and“Big Lots”),for use at the 2014 Annual Meeting of Shareholders to be held on May 29,2014(“Annual Meeting”),at our corporate offices located at 300

96、Phillipi Road,Columbus,Ohio at 9:00 a.m.EDT.On or about April 15,2014,we began mailing to our shareholders of record at the close of business on March 31,2014,a Notice of Internet Availability containing instructions on how to access the Notice of Annual Meeting of Shareholders,this Proxy Statement

97、and our Annual Report to Shareholders for the fiscal year ended February 1,2014(“fiscal 2013”).ABOUT THE ANNUAL MEETINGPurpose of the Annual MeetingAt the Annual Meeting,shareholders will act upon the matters outlined in the Notice of Annual Meeting included with this Proxy Statement.Specifically,th

98、e shareholders will be asked to:(1)elect nine directors to the Board;(2)approve the amended and restated Big Lots 2012 Long-Term Incentive Plan(“2012 LTIP”);(3)approve the amended and restated Big Lots 2006 Bonus Plan(“2006 Bonus Plan”);(4)approve,on an advisory basis,the compensation of our named e

99、xecutive officers,as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K,including the Compensation Discussion and Analysis,compensation tables and the narrative discussion accompanying the tables(“say-on-pay vote”);(5)ratify the appointment of Deloitte&Touche LLP as our indepen

100、dent registered accounting firm for the fiscal year ending January 31,2015(“fiscal 2014”);(6)consider a shareholder proposal if the proposal is properly presented at the Annual Meeting and(7)transact such other business as may properly come before the Annual Meeting.Shareholder Voting RightsOnly tho

101、se shareholders of record at the close of business on March 31,2014,the record date for the Annual Meeting,are entitled to receive notice of,and to vote at,the Annual Meeting.At the record date,we had outstanding 58,152,531 common shares,$0.01 par value per share.Each of the outstanding common share

102、s entitles the holder thereof to one vote on each matter to be voted upon at the Annual Meeting or any postponement or adjournment thereof.The holders of our common shares have no cumulative voting rights in the election of directors.All voting at the Annual Meeting will be governed by our Amended A

103、rticles of Incorporation,our Code of Regulations and the General Corporation Law of the State of Ohio.Registered Shareholders and Beneficial ShareholdersIf our common shares are registered in your name directly with our transfer agent,Computershare Investor Services,LLC,you are considered,with respe

104、ct to those common shares,a holder of record(which we also refer to as a registered shareholder).If you hold our common shares in a brokerage account or through a bank or other holder of record,you are considered the beneficial shareholder of the common shares,which are often referred to as held in“

105、street name.”-2-Internet Availability of Proxy MaterialsIn accordance with rules adopted by the Securities and Exchange Commission(“SEC”),instead of mailing a printed copy of our proxy materials to each shareholder of record,we are permitted to furnish our proxy materials,including the Notice of Ann

106、ual Meeting of Shareholders,this Proxy Statement and our Annual Report to Shareholders,by providing access to such documents on the Internet.Generally,shareholders will not receive printed copies of the proxy materials unless they request them.A Notice of Internet Availability that provides instruct

107、ions for accessing our proxy materials on the Internet was mailed directly to registered shareholders.The Notice of Internet Availability also provides instructions regarding how registered shareholders may vote their common shares on the Internet.Registered shareholders who prefer to receive a pape

108、r or email copy of our proxy materials should follow the instructions provided in the Notice of Internet Availability for requesting such materials.A notice that directs our beneficial shareholders to the website where they can access our proxy materials should be forwarded to each beneficial shareh

109、older by the broker,bank or other holder of record who is considered the registered shareholder with respect to the common shares of the beneficial shareholder.Such broker,bank or other holder of record should also provide to the beneficial shareholders instructions on how the beneficial shareholder

110、s may request a paper or email copy of our proxy materials.Beneficial shareholders have the right to direct their broker,bank or other holder of record on how to vote their common shares by following the voting instructions they receive from their broker,bank or other holder of record.To enroll in t

111、he electronic delivery service for future shareholder meetings,use your Notice of Internet Availability(or proxy card,if you received printed copies of the proxy materials)to register online at and,when prompted,indicate that you agree to receive or access shareholder communications electronically i

112、n future years.Attendance at the Annual MeetingAll of our shareholders as of the record date,or their duly appointed proxies,may attend the Annual Meeting.Registration and seating will begin at 8:30 a.m.EDT,and the Annual Meeting will begin at 9:00 a.m.EDT.If you attend the Annual Meeting,please not

113、e that you may be asked to present valid picture identification,such as a drivers license or passport.Cameras,recording devices and other electronic devices will not be permitted at the Annual Meeting.Please also note that if you hold your common shares as a beneficial shareholder,you may be asked t

114、o check in at the Annual Meeting registration desk and present a copy of a brokerage or bank statement reflecting your beneficial ownership of our common shares as of the record date.How to VoteAfter receiving the Notice of Internet Availability(or proxy card,if you received printed copies of the pr

115、oxy materials),registered shareholders are urged to visit to access our proxy materials.You will have the opportunity to vote your common shares online at until May 28,2014 at 11:59 p.m.EDT.When voting online,you must follow the instructions posted on the website and you will need the control number

116、 included on your Notice of Internet Availability(or proxy card,if applicable).If,after receiving the Notice of Internet Availability,you request(via toll-free telephone number,e-mail or online)that we send you paper or electronic copies of our proxy materials,you may vote your common shares by comp

117、leting,dating and signing the proxy card included with the materials and returning it in accordance with the instructions provided.If(1)you properly complete your proxy online,(2)you complete,date,sign and return your proxy card no later than 11:59 p.m.EDT on May 28,2014 or(3)you are a registered sh

118、areholder,attend the Annual Meeting and deliver your completed proxy card in person,your common shares will be voted as you direct.A registered shareholder may revoke a proxy at any time before it is exercised by filing with our Corporate Secretary a written notice of revocation or duly executing an

119、d delivering to the Company a proxy bearing a later date.A registered shareholder may also revoke a proxy by attending the Annual Meeting and giving written notice of revocation to the secretary of the meeting.Attendance at the Annual Meeting will not by itself revoke a previously granted proxy.-3-B

120、eneficial shareholders should follow the procedures and directions set forth in the materials they receive from the broker,bank or other holder of record who is the registered holder of their common shares to instruct such registered holder how to vote those common shares or revoke previously given

121、voting instructions.Please contact your broker,bank or other holder of record to determine the applicable deadlines.Beneficial shareholders who wish to vote at the Annual Meeting will need to obtain and provide to the secretary of the meeting a completed form of proxy from the broker,bank or other h

122、older of record who is the registered holder of their common shares.Brokers,banks and other holders of record who hold common shares for beneficial owners in street name may vote such common shares on“routine”matters(as determined under New York Stock Exchange(“NYSE”)rules),such as Proposal Five,wit

123、hout specific voting instructions from the beneficial owner of such common shares.Such brokers,banks and other holders of record may not,however,vote such common shares on“non-routine”matters,such as Proposal One,Proposal Two,Proposal Three,Proposal Four and Proposal Six without specific voting inst

124、ructions from the beneficial owner of such common shares.Proxies submitted by such brokers,banks and other holders of record that have not been voted on“non-routine”matters are referred to as“broker non-votes.”Broker non-votes will not be counted for purposes of determining the number of common shar

125、es 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).HouseholdingSEC rules allow multiple shareholders residing at the same address the convenience of receiving a single copy of the Annual Report to Sharehold

126、ers,proxy materials and Notice of Internet Availability if they consent to do so(“householding”).Householding is permitted only in certain circumstances,including when you have the same last name and address as another shareholder.If the required conditions are met,and SEC rules allow,your household

127、 may receive a single copy of the Annual Report to Shareholders,proxy materials and Notice of Internet Availability.Upon request,we will promptly deliver a separate copy of the Annual Report to Shareholders,proxy materials and Notice of Internet Availability,as applicable,to a shareholder at a share

128、d address to which a single copy of the document(s)was delivered.Such a request should be made in the same manner as a revocation of consent for householding.You may either request householding or revoke your consent for householding at any time by contacting Broadridge Financial Solutions,Inc.(“Bro

129、adridge”),either by calling 1-800-542-1061,or by writing to:Broadridge,Householding Department,51 Mercedes Way,Edgewood,New York 11717.You will be added to or removed from the householding program within 30 days of receipt of your instructions.If you revoke your consent for householding,you will be

130、sent separate copies of the documents sent to our shareholders at such time as you are removed from the householding program.Beneficial shareholders can request more information about householding from their brokers,banks or other holders of record.Tabulation of VotesTabulation of the votes cast at

131、the Annual Meeting will be performed by Broadridge,and such tabulation will be inspected by our duly appointed inspectors of election.Boards RecommendationsSubject to revocation,all proxies that are properly completed and timely received will be voted in accordance with the instructions contained th

132、erein.If no instructions are given(excluding broker non-votes),the persons named as proxy holders will vote the common shares in accordance with the recommendations of the Board.The Boards recommendations are set forth together with the description of each proposal in this Proxy Statement.In summary

133、,the Board recommends a vote:1.FOR the election of its nominated slate of directors(see Proposal One);2.FOR the approval of the amended and restated 2012 LTIP(see Proposal Two);3.FOR approval of the amended and restated 2006 Bonus Plan(see Proposal Three);-4-4.FOR the approval,on an advisory basis,o

134、f the compensation of our named executive officers,as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K,including the Compensation Disclosure and Analysis,compensation tables and the narrative discussion accompanying the tables(see Proposal Four);5.FOR the ratification of Delo

135、itte&Touche LLP as our independent registered public accounting firm for fiscal 2014(see Proposal Five);and6.AGAINST the shareholder proposal(if the proposal is properly presented at the Annual Meeting)(see Proposal 6).If any other matter properly comes before the Annual Meeting,or if a director nom

136、inee named in this Proxy Statement is unable to serve or for good cause will not serve,the proxy holders will vote on such matter or for a substitute nominee as recommended by the Board.QuorumThe presence,in person or by proxy,of the holders of a majority of the outstanding common shares entitled to

137、 be voted at the Annual Meeting will constitute a quorum,permitting us to conduct our business at the Annual Meeting.Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of common shares considered to be represented at the Annual Meeting f

138、or purposes of establishing a quorum.Vote Required to Approve a ProposalProposal OneOur Corporate Governance Guidelines contain a majority vote policy and our Amended Articles of Incorporation impose a majority vote standard applicable to the uncontested election of directors.Specifically,Article Ei

139、ghth of our Amended Articles of Incorporation provides that if a quorum is present at the Annual Meeting,a director nominee in an uncontested election will be elected to the Board if the number of votes cast for such nominees election exceeds the number of votes cast against and/or withheld from suc

140、h nominees election.In all director elections other than uncontested elections,the nine director nominees receiving the greatest number of votes cast for their election will be elected as directors.An“uncontested election”means an election of directors at a meeting of shareholders in which the numbe

141、r of director nominees does not exceed the number of directors to be elected.A properly executed proxy marked as withholding authority with respect to the election of one or more nominees for director will not be voted with respect to the nominee or nominees for director indicated.Broker non-votes w

142、ill not be considered votes cast for or against or withheld from a director nominees election at the Annual Meeting.See the“Governance Majority Vote Policy and Standard”section of this Proxy Statement for more information about our majority vote policy and standard.Other MattersFor purposes of Propo

143、sal Two,Proposal Three,Proposal Four,Proposal Five and Proposal Six,the affirmative vote of the holders of a majority of the common shares represented in person or by proxy and entitled to vote on each such matter will be required for approval.The votes received with respect to Proposal Four,Proposa

144、l Five and Proposal Six are advisory and will not bind the Board or us.A properly executed proxy marked“abstain”with respect to Proposal Two,Proposal Three,Proposal Four,Proposal Five and Proposal Six will not be voted with respect to such matter,although it will be counted for purposes of determini

145、ng the number of common shares necessary for approval of such matter.Accordingly,an abstention will have the effect of a negative vote for purposes of Proposal Two,Proposal Three,Proposal Four,Proposal Five and Proposal Six.If no voting instructions are given(excluding broker non-votes),the persons

146、named as proxy holders on the proxy card will vote the common shares in accordance with the recommendation of the Board.-5-PROPOSAL ONE:ELECTION OF DIRECTORSAt the Annual Meeting,the common shares represented by proxies will be voted,unless otherwise specified,for the election of the nine director n

147、ominees named below.All nine nominees are currently directors on our Board.Proxies cannot be voted at the Annual Meeting for more than nine persons.Set forth below is certain information relating to the director nominees,including each nominees age(as of the end of fiscal 2013),tenure as a director

148、on our Board,current Board committee memberships,business experience and principal occupation for the past five or more years,the specific experience,qualifications,attributes or skills of each nominee that led to the conclusion that the nominee should serve as a director(which are in addition to th

149、e general qualifications discussed in the“Selection of Nominees by the Board”section below),and other public company directorships held by each nominee during the past five or more years.Directors are elected to serve until the next annual meeting of shareholders and until their respective successor

150、s are elected and qualified,or until their earlier death,resignation or removal.Name AgeDirector SinceAudit CommitteeCompensation CommitteeNominating/Corporate Governance CommitteeJeffrey P.Berger642006*David J.Campisi572013James R.Chambers562012*Peter J.Hayes712008*Brenda J.Lauderback631997*Philip

151、E.Mallott562003*Russell Solt662003*James R.Tener642005*Dennis B.Tishkoff701991*Committee Member*Committee ChairJeffrey P.Berger is the former Executive Vice President,Global Foodservice of H.J.Heinz Company(food manufacturer and marketer),and President and Chief Executive Officer of Heinz North Amer

152、ica Foodservice(food manufacturer and marketer).Mr.Berger is also currently a director of GNC Holdings,Inc.(health and wellness specialty retailer).The Board would be well served by the perspective provided by Mr.Bergers 14 years of experience as a chief executive of a multibillion dollar company,hi

153、s service on another public company board and his qualification as an“audit committee financial expert,”as defined by applicable SEC rules.David J.Campisi is the Chief Executive Officer(“CEO”)and President of Big Lots,Inc.Before joining Big Lots in May 2013,Mr.Campisi served as the Chairman and Chie

154、f Executive Officer of Respect Your Universe,Inc.(activewear retailer).Mr.Campisi previously served as the Chairman,President and Chief Executive Officer of The Sports Authority,Inc.(sporting goods retailer).Prior to that,Mr.Campisi served as Executive Vice President and General Merchandise Manager,

155、Womens Apparel,Accessories,Intimates and Cosmetics of Kohls Corporation(department store retailer).Mr.Campisis strong leadership skills,proven management capabilities,and more than 30 years of diverse retail experience make Mr.Campisi an excellent choice to continue serving on the Board.James R.Cham

156、bers is the President and Chief Executive Officer and a director of Weight Watchers International,Inc.(weight management services provider).He previously served as President of the US Snacks and Confectionery business unit and General Manager of the Immediate Consumption Channel of Kraft Foods Inc.(

157、food manufacturer).Mr.Chambers also served as President and CEO of Cadbury Americas(confectionery manufacturer),and as the President and Chief Executive Officer of Remy Amerique,Inc.(spirits manufacturer).Prior to his employment with Remy Amerique,Inc.,Mr.Chambers served as the Chief Executive Offic

158、er of Paxonix,Inc.(online branding and packaging process solutions business),as the Chief Executive Officer of N(online grocery retailer),and as the Group President of Information Resources,Inc.(global market-6-research provider).Mr.Chambers spent the first 17 years of his career at Nabisco(food man

159、ufacturer),where he held leadership roles in sales,distribution,marketing and information technology,culminating in the role of President,Refrigerated Foods.Mr.Chambers previously served as a director of B&G Foods(food manufacturer)for seven years where he chaired the Nominating and Governance Commi

160、ttee and served on the Compensation Committee.Mr.Chambers extensive cross-functional packaged goods industry experience,15-year track record in general management and his service on the boards of other public companies makes him an excellent candidate to serve on the Board.Peter J.Hayes is the forme

161、r Chief Operating Officer of Variety Wholesalers,Inc.(discount retailer).Mr.Hayes also previously served as the President and Chief Operating Officer of Family Dollar Stores,Inc.(discount retailer)and the Chairman and Chief Executive Officer of the Gold Circle/Richway divisions of Federated Departme

162、nt Stores,Inc.(department store retailer).Mr.Hayes experience in discount retail,his leadership experience at large corporations and his qualification as an“audit committee financial expert,”as defined by applicable SEC rules,make him well suited to continue serving on the Board.Brenda J.Lauderback

163、is the former President Wholesale Group of Nine West Group,Inc.(footwear retailer and wholesaler).Ms.Lauderback also previously served as the President Footwear Wholesale of U.S.Shoe Corporation(footware retailer and wholesaler)and the Vice President,General Merchandise Manager of Dayton Hudson Corp

164、oration(department store retailer).Ms.Lauderback is also currently a director of Dennys Corporation(restaurant operator)(where she is the chair of the corporate governance and nominating committee and a member of the compensation committee),Select Comfort Corporation(bedding manufacturer and retaile

165、r)(where she is the chair of the corporate governance and nominating committee and a member of the compensation committee),and Wolverine World Wide,Inc.(footwear manufacturer)(where she is the chair of the governance committee and a member of the audit committee).Ms.Lauderback previously served as a

166、 director of Irwin Financial Corporation(bank holding company).Ms.Lauderbacks extensive service on the boards of other public companies and experience in leadership roles with other retailers make her well suited to continue serving on the Board.Philip E.Mallott is the Chairman of the Board of Big L

167、ots,Inc.Mr.Mallott is the former Vice President and Chief Financial Officer of Intimate Brands,Inc.(intimate apparel and beauty product retailer).Mr.Mallott is also currently a director of GNC Holdings,Inc.(health and wellness specialty retailer)(where he is a member of the audit committee and compe

168、nsation committee).Mr.Mallott previously served as a director of Tween Brands,Inc.(clothing retailer).Mr.Mallotts qualification as an“audit committee financial expert,”as defined by applicable SEC Rules,his experience as a certified public accountant,his service on the boards of other public compani

169、es and charitable organizations,and his experience in leadership roles with other retailers led to the conclusion that he would continue to be a valuable member of the Board.Russell Solt is the former Director of Investor Relations of West Marine,Inc.(boating supplies and accessories specialty retai

170、ler)where he also previously served as the Executive Vice President and Chief Financial Officer.Additionally,Mr.Solt previously served as the Chief Financial Officer of Venture Stores,Inc.(discount retailer)and Williams-Sonoma,Inc.(home furnishing and cookware specialty retailer).Mr.Solts experience

171、 as a certified public accountant and as the Chief Financial Officer of other publicly-traded retailers,his background in investor relations and his qualification as an“audit committee financial expert,”as defined by applicable SEC Rules,makes him well-suited to continue serving on the Board.James R

172、.Tener is the former President and Chief Operating Officer of Brook Mays Music Company(music retailer and wholesaler that filed for bankruptcy on July 11,2006).Mr.Tener also previously served as the Chief Operating Officer of The Sports Authority(sporting goods retailer).Mr.Teners extensive experien

173、ce in senior leadership roles of other publicly-traded retailers and prior service on the board of a privately-held company make him a strong choice to continue serving on the Board.Dennis B.Tishkoff is the Chairman and Chief Executive Officer of Drew Shoe Corporation(footwear manufacturer,importer,

174、exporter,retailer and wholesaler),and the President of Tishkoff and Associates,Inc.(retail consultant).Mr.Tishkoff previously served as the President and Chief Executive Officer of Shoe Corporation of America(footwear retailer).Mr.Tishkoffs extensive experience in senior management roles of other re

175、tailers and wholesalers,his experience with importing merchandise and his leadership skills led to the conclusion that he will continue to be a valuable member of the Board.THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH NOMINEE LISTED ABOVE.-7-GOVERNANCEBoard Leadership and Independent

176、Chairman of the BoardThe Board is currently comprised of the individuals identified in Proposal One.Other than Mr.Campisi,our CEO and President,each of the other nominees are independent(as defined by the applicable NYSE and SEC rules),non-employee directors(“outside directors”).Effective May 30,201

177、3,the Board appointed Mr.Mallott,an independent director,as Chairman of the Board(“Chairman”).The Board believes it should have the flexibility to establish a leadership structure that works best for us at a particular time,and it reviews that structure from time to time,including in the context of

178、a change in leadership.The Chairman plans the agendas for meetings of the Board,chairs the Board meetings,and is responsible for briefing our CEO,as needed,concerning executive sessions of the independent members of the Board.The Chairman also determines when additional meetings of the Board are nee

179、ded.Additionally,the Chairman communicates informally with other directors between meetings of the Board,to foster free and open dialogue among directors.Board Meetings in Fiscal 2013The Board held ten meetings during fiscal 2013.During fiscal 2013,each director attended at least 75%of the aggregate

180、 of the total number of 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).It is our policy that each director nominee standing for election be present at the annual meeting of shareholders.Each director named in Proposal On

181、e attended the 2013 annual meeting of shareholders.Under our Corporate Governance Guidelines,each director is expected to dedicate sufficient time and attention to ensure the diligent performance of his or her duties,including attending meetings of the shareholders,the Board and the committees of wh

182、ich he or she is a member.Role of the Boards CommitteesThe Board has standing Audit,Compensation and Nominating/Corporate Governance Committees.Each committee reports its activities to the Board.Audit CommitteeThe primary function of the Audit Committee is to assist the Board in fulfilling its overs

183、ight responsibility with respect to:(1)the integrity of the financial reports and other financial information provided by us to our shareholders and others;(2)our compliance with legal and regulatory requirements;(3)the engagement of our independent registered public accounting firm and the evaluati

184、on of the firms qualifications,independence and performance;(4)the performance of our system of internal controls;(5)our audit,accounting and financial reporting processes generally;and(6)the evaluation of enterprise risk issues.The Audit Committee was established in accordance with the Securities E

185、xchange Act of 1934,as amended(“Exchange Act”),and each of its members is independent as required by the Audit Committees charter and by the applicable NYSE and SEC rules.The Board has determined that each member of the Audit Committee is“financially literate,”as required by NYSE rules,and Messrs.Ma

186、llott,Hayes and Solt satisfy the standards for an“audit committee financial expert,”as defined by applicable SEC rules.The functions of the Audit Committee are further described in its charter,which is available in the Investor Relations section of our website()under the“Corporate Governance”caption

187、.The Audit Committee met eight times during fiscal 2013.Compensation CommitteeThe Compensation Committee discharges the responsibilities of the Board relating to the administration of our compensation programs,including the compensation program for our management leadership team(“Leadership Team”).O

188、ur Leadership Team is comprised of the current executives named in the Summary Compensation Table(“named executive officers”)and other executives holding the office of executive vice president or senior vice president.The responsibilities of the Compensation Committee include:(1)establishing our gen

189、eral 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)reviewing and recommending to the Board-8-the other compensation for our CEO and the Leadership Team;(5)administe

190、ring our compensation programs;and(6)reporting on the entirety of the executive compensation program to the Board.All members of the Compensation Committee are independent as required by the Committees charter and NYSE rules.The functions of the Compensation Committee are further described in its ch

191、arter,which is available in the Investor Relations section of our website()under the“Corporate Governance”caption.The Compensation Committee met eight times during fiscal 2013.Nominating/Corporate Governance CommitteeThe responsibilities of the Nominating/Corporate Governance Committee include:(1)re

192、commending individuals to the Board for nomination as members of the Board and its committees;(2)taking a leadership role in shaping our corporate governance policies and practices,including recommending to the Board changes to our Corporate Governance Guidelines and monitoring compliance with such

193、guidelines;(3)monitoring issues associated with CEO succession and management development;and(4)reviewing the compensation of the members of the Board and recommending any changes to such compensation to the Board for its approval.All members of the Nominating/Corporate Governance Committee are inde

194、pendent as required by the Committees charter and NYSE rules.The functions of the Nominating/Corporate Governance Committee are further described in its charter,which is available in the Investor Relations section of our website()under the“Corporate Governance”caption.The Nominating/Corporate Govern

195、ance Committee met five times during fiscal 2013.Selection of Nominees by the BoardThe Nominating/Corporate Governance Committee has oversight over a broad range of issues relating to the composition and operation of the Board.The Nominating/Corporate Governance Committee is responsible for recommen

196、ding to the Board the appropriate skills and qualifications required of Board members,based on our needs from time to time.The Nominating/Corporate Governance Committee also evaluates prospective director nominees against the standards and qualifications set forth in the Corporate Governance Guideli

197、nes.Although the Nominating/Corporate Governance Committee has not approved any specific minimum qualifications that must be met by a nominee for director recommended by the Committee and has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees,t

198、he Committee considers factors such as the prospective nominees relevant experience,character,intelligence,independence,commitment,judgment,prominence,age,and compatibility with our CEO and other members of the Board.The Nominating/Corporate Governance Committee also considers other relevant factors

199、 that it deems appropriate,including the current composition of the Board,diversity,the balance of management and independent directors,and the need for committee expertise.Before commencing a search for a new director nominee,the Nominating/Corporate Governance Committee confers with the Board rega

200、rding the factors it intends to consider in its search.In identifying potential candidates for Board membership,the Nominating/Corporate Governance Committee considers recommendations from the Board,shareholders and management.A shareholder who wishes to recommend a prospective director nominee to t

201、he Board must send written notice to:Chair of the Nominating/Corporate Governance Committee,Big Lots,Inc.,300 Phillipi Road,Columbus,Ohio 43228.The written notice must include the prospective nominees name,age,business address,principal occupation,ownership of our common shares,information that woul

202、d be required under the rules of the SEC in a proxy statement soliciting proxies for the election of such prospective nominee as a director,and any other information that is deemed relevant by the recommending shareholder.Shareholder recommendations that comply with these procedures and that meet th

203、e factors outlined above will receive the same consideration that the recommendations of the Board and management receive.After completing its evaluation of a prospective nominee,the Nominating/Corporate Governance Committee may make a recommendation to the Board that the targeted individual be nomi

204、nated by the Board.The Board then decides whether to approve the nominee after considering the recommendation and report of the Nominating/Corporate Governance Committee.Any invitation to join the Board is extended to a prospective nominee by the chair of the Nominating/Corporate Governance Committe

205、e and our CEO,after approval by the Board.-9-Pursuant to its written charter,the Nominating/Corporate Governance Committee has the authority to retain consultants and search firms to assist in the process of identifying and evaluating director candidates and to approve the fees and other retention t

206、erms for any such consultant or search firm.No such firm was retained in connection with the selection of the director nominees proposed for election at the Annual Meeting.Majority Vote Policy and StandardOur Amended Articles of Incorporation impose a majority vote standard in uncontested elections

207、of directors and our Corporate Governance Guidelines contain a majority vote policy applicable to uncontested elections of directors.Article Eighth of our Amended Articles of Incorporation provides that if a quorum is present at the Annual Meeting,a director nominee in an uncontested election shall

208、be elected to the Board if the number of votes cast for such nominees election exceeds the number of votes cast against and/or withheld from such nominees election.The majority vote policy contained in our Corporate Governance Guidelines requires any nominee for director who does not receive more vo

209、tes cast for such nominees election than votes cast against and/or withheld as to his or her election to deliver his or her resignation from the Board to the Nominating/Corporate Governance Committee.Broker non-votes have no effect in determining whether the required affirmative majority vote has be

210、en obtained.Withheld votes have the same effect as a vote against a director nominee.Upon its receipt of such resignation,the Nominating/Corporate Governance Committee will promptly consider the resignation and recommend to the Board whether to accept the resignation or to take other action.The Boar

211、d will act on the recommendation of the Nominating/Corporate Governance Committee no later than 100 days following the certification of the shareholder vote.The Nominating/Corporate Governance Committee,in making its recommendation,and the Board,in making its decision,will evaluate such resignation

212、in light of the best interests of Big Lots and our shareholders and may consider any factors and other information they deem relevant.We will promptly publicly disclose the Boards decision in a periodic or current report to the SEC.Determination of Director IndependenceThe Board undertook its most r

213、ecent annual review of director independence in March 2014.During this annual review,the Board considered all transactions,relationships and arrangements between each director,his or her affiliates,and any member of his or her immediate family,on one hand,and Big Lots,its subsidiaries and members of

214、 senior management,on the other hand.The purpose of this review was to determine whether any such transactions or relationships were inconsistent with a determination that the director is independent in accordance with NYSE rules.As a result of this review,the Board affirmatively determined that,wit

215、h the exception of Mr.Campisi,all of the directors nominated for election at the Annual Meeting are independent of Big Lots,its subsidiaries and its management under the standards set forth in the NYSE rules,and no director nominee has a material relationship with Big Lots,its subsidiaries or its ma

216、nagement aside from his or her service as a director.Mr.Campisi is not an independent director due to his employment by Big Lots.In determining that each of the directors other than Mr.Campisi is independent,the Board considered charitable contributions to not-for-profit organizations of which these

217、 directors or immediate family members are executive officers or directors and determined that each of the transactions and relationships it considered was immaterial and did not impair the independence of any of the directors.Related Person TransactionsThe Board and the Nominating/Corporate Governa

218、nce Committee have the responsibility for monitoring compliance with our corporate governance policies,practices and guidelines applicable to our directors,nominees for director,officers and employees.The Board and the Nominating/Corporate Governance Committee have enlisted the assistance of our Gen

219、eral Counsels office and human resources management to fulfill this responsibility.Our written Corporate Governance Guidelines,Code of Business Conduct and Ethics,Code of Ethics for Financial Professionals,and human resources policies address governance matters and prohibit,without the consent of th

220、e Board or the Nominating/Corporate Governance Committee,directors,officers and employees from engaging in transactions that conflict with our interests or that otherwise usurp corporate opportunities.-10-Pursuant to our written related person transaction policy,the Nominating/Corporate Governance C

221、ommittee also evaluates“related person transactions.”Consistent with SEC rules,we consider a related person transaction to be any transaction,arrangement or relationship(or any series of similar transactions,arrangements or relationships):(1)involving more than$120,000 in which we and any of our dir

222、ectors,nominees for director,executive officers,holders of more than five percent of our common shares,or their respective immediate family members were or are to be a participant;and(2)in which such related person had,has or will have a direct or indirect material interest.Under our policy,our dire

223、ctors,executive officers and other members of management are responsible for bringing all transactions,whether proposed or existing,of which they have knowledge and that they believe may constitute related person transactions to the attention of our General Counsel.If our General Counsel determines

224、that the transaction constitutes a related person transaction,our General Counsel will notify the chair of the Nominating/Corporate Governance Committee.Thereafter,the Nominating/Corporate Governance Committee will review the related person transaction,considering all factors and information it deem

225、s relevant,and either approve or disapprove the transaction in light of what the Committee believes to be the best interests of Big Lots and our shareholders.If advance approval is not practicable or if a related person transaction that has not been approved is discovered,the Nominating/Corporate Go

226、vernance Committee will promptly consider whether to ratify the related person transaction.Where advance approval is not practicable or we discover a related person transaction that has not been approved and the Committee disapproves the transaction,the Committee will,taking into account all of the

227、factors and information it deems relevant(including the rights available to us under the transaction),determine whether we should amend,rescind or terminate the transaction in light of what it believes to be the best interests of our shareholders and company.We do not intend to engage in related per

228、son transactions disapproved by the Nominating/Corporate Governance Committee.Examples of factors and information that the Nominating/Corporate Governance Committee may consider in its evaluation of a related person transaction include:(1)the reasons for entering into the transaction;(2)the terms of

229、 the transaction;(3)the benefits of the transaction to us;(4)the comparability of the transaction to similar transactions with unrelated third parties;(5)the materiality of the transaction to each party;(6)the nature of the related persons interest in the transaction;(7)the potential impact of the t

230、ransaction on the status of an independent outside director;and(8)the alternatives to the transaction.Additionally,on an annual basis,each director,nominee for director and executive officer must complete a questionnaire that requires written disclosure of any related person transaction.The response

231、s to these questionnaires are reviewed by the Nominating/Corporate Governance Committee and our General Counsel to identify any potential conflicts of interest or potential related person transactions.Based on our most recent review conducted in the first quarter of fiscal 2014,we have not engaged i

232、n any related person transactions since the beginning of fiscal 2013.Boards Role in Risk OversightThe Board and its committees play an important role in overseeing the identification,assessment and mitigation of risks that are material to us.In fulfilling this responsibility,the Board and its commit

233、tees regularly consult with management to evaluate and,when appropriate,modify our risk management strategies.While each committee is responsible for evaluating certain risks and overseeing the management of such risks,the entire Board is regularly informed about such risks through committee reports

234、.The Audit Committee assists the Board in fulfilling its oversight responsibility relating to the performance of our system of internal controls,legal and regulatory compliance,our audit,accounting and financial reporting processes,and the evaluation of enterprise risk issues,particularly those risk

235、 issues not overseen by other committees.The Compensation Committee is responsible for overseeing the management of risks relating to our compensation programs.The Nominating/Corporate Governance Committee manages risks associated with corporate governance,related person transactions,succession plan

236、ning,and business conduct and ethics.The Public Policy and Environmental Affairs Committee,a management committee that reports to the Nominating/Corporate Governance Committee,oversees management of risks associated with public policy,environmental affairs and social matters that may affect our oper

237、ations,performance or public image.Corporate Governance GuidelinesOur Corporate Governance Guidelines,which comply with NYSE rules,can be found in the Investor Relations section of our website()under the“Corporate Governance”caption.-11-Code of Business Conduct and Ethics&Code of Ethics for Financia

238、l ProfessionalsWe have a Code of Business Conduct and Ethics,which is applicable to all of our directors,officers and employees.We also have a Code of Ethics for Financial Professionals which is applicable to our principal executive officer,principal financial officer,principal accounting officer,co

239、ntroller and other persons performing similar functions.Both the Code of Business Conduct and Ethics and the Code of Ethics for Financial Professionals are available in the Investor Relations section of our website()under the“Corporate Governance”caption.We intend to post amendments to or waivers fr

240、om any applicable provision(related to elements listed under Item 406(b)of Regulation S-K)of the Code of Business Conduct and Ethics and the Code of Ethics for Financial Professionals(in each case,to the extent applicable to our principal executive officer,principal financial officer,principal accou

241、nting officer,controller or persons performing similar functions),if any,in the Investor Relations section of our website()under the“Corporate Governance”caption.Compensation Committee Interlocks and Insider ParticipationDuring fiscal 2013,Mr.Berger,Mr.Hayes,Mr.Solt,Mr.Tener and Mr.Tishkoff served o

242、n our Compensation Committee.No member of our Compensation Committee serves,or has served at any time,as one of our officers or employees or has,or during fiscal 2013 had,a material interest in any related person transaction,as defined in Item 404 of Regulation S-K.None of our executive officers ser

243、ve or,during fiscal 2013,served as a member of the board of directors or compensation committee of any other company that has or had an executive officer serving as a member of the Board or our Compensation Committee.Communications with the BoardShareholders and other parties interested in communica

244、ting directly with the Board,with specified individual directors or with the outside directors as a group,may do so by choosing one of the following options:Call:(866)834-7325Write:Big Lots Board of Directors,300 Phillipi Road,Columbus,Ohio 43228-5311E-mail:http:/biglots.safe2say.infoUnder a process

245、 approved by the Nominating/Corporate Governance Committee for handling correspondence received by us and addressed to outside directors,our General Counsel reviews all such correspondence and forwards to the Board or appropriate members of the Board a summary and/or copies of any such correspondenc

246、e that deals with the functions of the Board,members or committees thereof or otherwise requires their attention.Directors may at any time review a log of all correspondence received by us and directed to members of the Board and may request copies of any such correspondence.Concerns relating to our

247、 accounting,internal accounting controls or auditing matters will be referred to the Audit Committee.Concerns relating to the Board or members of senior management will be referred to the Nominating/Corporate Governance Committee.Parties submitting communications to the Board may choose to do so ano

248、nymously or confidentially.DIRECTOR COMPENSATIONUnder the Big Lots,Inc.Non-Employee Director Compensation Package established by the Board,each outside director is compensated for Board and committee participation in the form of retainers and fees and a restricted stock award.Retainers and FeesWe pa

249、y our outside directors certain retainers and fees on a quarterly basis.Until May 30,2013,the retainers and fees we paid to outside directors for fiscal 2013 consisted of:(1)an annual retainer of$45,000;(2)an additional annual retainer of$15,000 for the chair of the Audit Committee;(3)an additional

250、annual retainer of$10,000 for the chairs of the Compensation Committee and the Nominating/Corporate Governance Committee;(4)$1,500 for each Board meeting attended in person;(5)$1,250 for each committee meeting attended in person;(6)$500 for each Board or committee meeting attended telephonically;and

251、(7)the ability to nominate one or more charities to receive from us donations in the aggregate amount of up to$10,000 per outside director.-12-Effective May 30,2013,our director compensation packaged changed,and now consists of:(1)an annual retainer of$70,000 for each outside director other than the

252、 nonexecutive chair;(2)an annual retainer of$160,000 for the nonexecutive chair;(3)an annual retainer of$30,000 for the Audit Committee chair;(4)an annual retainer of$20,000 for the chairs of the Compensation Committee and the Nominating/Corporate Governance Committee;(5)an annual retainer of$15,000

253、 for each Audit Committee member;(6)an annual retainer of$10,000 for each Compensation Committee member and Nominating/Corporate Governance Committee member;and(7)the ability to nominate one or more charities to receive from us donations up to$15,000 annually and we will match charitable donations m

254、ade by each outside director up to$15,000 annually.The Board also eliminated the fees paid for Board and committee meetings attended in person and provides for the payment of$750 per telephonic meeting only when the meeting is the second or subsequent telephonic meeting of the quarter by the Board o

255、r committee,as applicable.In fiscal 2013,the chair of the Search Committee received a fee of$50,000 and the other members of the Search Committee each received a fee of$30,000 for their service.The Search Committees purpose was to identify a new CEO to replace Mr.Fishman.During fiscal 2013,Messrs.Be

256、rger,Chambers,Hayes,Mallott,Solt,Tener,Tishkoff,and Ms.Lauderback qualified as outside directors and,thus,received compensation for their Board service.Due to our employment of Mr.Campisi and Mr.Fishman as CEO in fiscal 2013,they did not qualify as outside directors and did not receive compensation

257、for their service as directors.The compensation received by Mr.Campisi as an employee and by Mr.Fishman as an employee and consultant are shown in the Summary Compensation Table included in this Proxy Statement.Restricted StockIn fiscal 2013,the outside directors also received a restricted stock awa

258、rd having a grant date fair value equal to approximately$100,000(2,972 common shares).The fiscal 2013 restricted stock awards were made in June 2013 under the 2012 LTIP.The restricted stock awarded to the outside directors in fiscal 2013 will vest on the earlier of(1)the trading day immediately prec

259、eding the Annual Meeting or(2)the outside directors death or disability(as that term is defined in the 2012 LTIP).However,the restricted stock will not vest if the outside director ceases to serve on the Board before either vesting event occurs.Director Compensation Table for Fiscal 2013The followin

260、g table summarizes the compensation earned by each outside director for his or her Board service in fiscal 2013.Name(a)Fees EarnedorPaid in Cash($)(1)(b)StockAwards($)(2)(3)(c)OptionAwards($)(4)(d)Non-EquityIncentive PlanCompensation($)(e)Change inPensionValue andNonqualifiedDeferredCompensationEarn

261、ings($)(f)AllOtherCompensation($)(5)(g)Total($)(h)Mr.Berger145,250100,00824,750270,008Mr.Chambers108,500100,00820,000228,508Mr.Hayes110,500100,00815,000225,508Ms.Lauderback117,750100,00816,250234,008Mr.Mallott196,500100,00825,700322,208Mr.Solt100,500100,00815,000215,508Mr.Tener130,250100,00810,00024

262、0,258Mr.Tishkoff86,750100,00815,000201,758(1)Amounts in this column include the additional fees of$15,000 paid to Mr.Chambers,Mr.Hayes and Mr.Tener for their increased time commitment in fiscal 2013.-13-(2)Amounts in this column reflect the aggregate grant date fair value of the restricted stock awa

263、rds granted to the outside directors in fiscal 2013 as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718(“ASC 718”),excluding the effect of any estimated forfeitures.The full grant date fair value of the fiscal 2013 restricted stock award gr

264、anted to each outside director,as computed in accordance with ASC 718,was based on individual awards of 2,972 common shares at a per common share value of$33.65 on the grant date(i.e.,$100,008 per outside director).In accordance with ASC 718 and the 2012 LTIP,the per common share grant date value is

265、 the average of the opening price and the closing price of our common shares on the NYSE on the grant date.(3)As of February 1,2014,each individual included in the table held 2,972 shares of restricted stock.(4)Prior to fiscal 2008,the outside directors received an annual stock option award under th

266、e Big Lots,Inc.Amended and Restated Director Stock Option Plan(“Director Stock Option Plan”).The Director Stock Option Plan was terminated on May 30,2008 and no stock option awards were granted to any outside director in fiscal 2013.As of February 1,2014,only Mr.Mallott(20,000 common shares)and Mr.T

267、ener(15,000 common shares)held stock options to purchase our common shares.(5)Amounts in this column reflect both matching contributions and payments made by us during fiscal 2013 to charitable organizations nominated by the specified directors pursuant to the Big Lots,Inc.Non-Employee Director Comp

268、ensation Package.STOCK OWNERSHIPOwnership of Our Common Shares by Certain Beneficial Owners and ManagementThe following table sets forth certain information with regard to the beneficial ownership of our common shares by each holder of more than five percent of our common shares,each director,each o

269、f the current and former executive officers named in the Summary Compensation Table,and all executive officers and directors as a group.The assessment of holders of more than five percent of our common shares is based on a review of and reliance upon their respective filings with the SEC.Except as o

270、therwise indicated,all information is as of March 21,2014.Name of Beneficial Owner or Identity of GroupAmount and Nature of Beneficial Ownership(1)Percent of Outstanding Common SharesLisa M.Bachmann306,813*Jeffrey P.Berger18,762*David J.Campisi107,725*James R.Chambers5,570*Joe R.Cooper250,063*Steven

271、 S.Fishman777,2181.3%Peter J.Hayes8,561*Charles W.Haubiel II30,000*Timothy A.Johnson152,056*Brenda J.Lauderback11,695*Philip E.Mallott40,662*John C.Martin53,750*Carlos V.Rodriguez30,000*Russell Solt14,337*James R.Tener36,762*Dennis B.Tishkoff19,371*FMR,LLC(2)8,757,23815.0%Sasco Capital,Inc.(3)4,490,

272、1557.2%Capital Research Global Investors(4)3,699,8006.3%BlackRock,Inc.(5)3,385,4195.8%LSV Asset Management(6)3,230,8895.6%The Vanguard Group,Inc.(7)3,029,1815.2%All directors and executive officers as a group(22 persons)2,076,9263.6%-14-*Represents less than 1.0%of the outstanding common shares.(1)E

273、ach person named in the table has sole voting power and sole dispositive power with respect to all common shares shown as beneficially owned by such person,except as otherwise stated in the footnotes to this table.The amounts set forth in the table include common shares that may be acquired within 6

274、0 days of March 21,2014 under stock options exercisable within that period.The number of common shares that may be acquired within 60 days of March 21,2014 under stock options exercisable within that period are as follows:Ms.Bachmann:195,313;Mr.Berger:0;Mr.Campisi:28,875;Mr.Chambers:0;Mr.Cooper:146,

275、563;Mr.Fishman:307,510;Mr.Hayes:0;Mr.Haubiel:30,000;Mr.Johnson:66,125;Ms.Lauderback:0;Mr.Mallott:20,000;Mr.Martin:28,750;Mr.Rodriguez 10,000:Mr.Solt:0;Mr.Tener:15,000;Mr.Tishkoff:0;and all directors and executive officers as a group:959,886.(2)In its Schedule 13G/A filed on February 14,2014,FMR,LLC,

276、245 Summer Street,Boston,MA 02210,stated that it beneficially owned the number of common shares reported in the table as of December 31,2013,had sole voting power over 10,198 of the shares,had sole dispositive power over 8,757,238 of the shares,had no shared voting power or shared dispositive power

277、over any of the shares.In its Schedule 13G/A,this reporting person indicated that its wholly-owned subsidiary,Fidelity Management and Research Company,was the beneficial owner of 8,747,207 common shares.(3)In its Schedule 13G/A filed on February 12,2014,Sasco Capital,Inc.,10 Sasco Hill Road,Fairfiel

278、d,CT 06824,stated that it beneficially owned the number of common shares reported in the table as of December 31,2013,had sole voting power over 1,831,695 of the shares,had sole dispositive power over all of the shares,and had no shared voting power or shared dispositive power over any of the shares

279、.(4)In its Schedule 13G/A filed on February 13,2014,Capital Research Global Investors,333 South Hope Street,Los Angeles,CA 90071,stated that it beneficially owned the number of common shares reported in the table as of December 31,2013,had sole voting power and sole dispositive power over all of the

280、 shares,and had no shared voting power or shared dispositive power over any of the shares.(5)In its Schedule 13G filed on January 28,2014,BlackRock,Inc.,40 East 52nd Street,New York,NY 10022,stated that it beneficially owned the number of common shares reported in the table as of December 31,2013,ha

281、d sole voting power over 3,139,116 of the shares and sole dispositive power over all of the shares,and had no shared voting power or shared dispositive power over any of the shares.(6)In its Schedule 13G filed on February 10,2014,LSV Asset Management,155 North Wacker Drive,Suite 4600,Chicago,IL 6060

282、6,stated that it beneficially owned the number of common shares reported in the table as of December 31,2013,had sole voting power over 1,777,669 of the shares and sole dispositive power over all of the shares,and had no shared voting power or shared dispositive power over any of the shares.(7)In it

283、s Schedule 13G/A filed on February 11,2014,The Vanguard Group,Inc.,100 Vanguard Blvd.,Malvern,PA 19355,stated that it beneficially owned the number of common shares reported in the table as of December 31,2013,had sole voting power over 36,891 of the shares,had sole dispositive power over 2,997,190

284、of the shares,had shared dispositive power over 31,991 of the shares,and had no shared voting power over any of the shares.In its Schedule 13G/A,this reporting person indicated that its wholly-owned subsidiaries,Vanguard Fiduciary Trust Company and Vanguard Investments Australia,Ltd.,were the benefi

285、cial owners of 31,991 and 4,900 common shares,respectively.Section 16(a)Beneficial Ownership Reporting ComplianceSection 16(a)of the Exchange Act requires our directors and executive officers,and persons who beneficially own more than 10%of our outstanding common shares,to file with the SEC and the

286、NYSE initial reports of ownership and reports of changes in ownership of our common shares.Executive officers,directors and greater than 10%shareholders are required by the SEC rules to furnish us with copies of all Section 16(a)reports they file.Based upon a review of filings with the SEC and writt

287、en representations that no other reports were required,we believe that all of our directors and executive officers and greater than 10%shareholders complied during fiscal 2013 with the reporting requirements of Section 16(a)of the Exchange Act,except Mr.Hayes,an outside director,who inadvertently fa

288、iled to disclose the sale of 1,660 of our common shares on June 17,2013.This transaction was reported on a Form 4 dated June 21,2013.-15-PROPOSAL TWO:APPROVAL OF THE AMENDED AND RESTATED BIG LOTS 2012 LONG-TERM INCENTIVE PLANBackgroundOn March 5,2014,the Board adopted,based on the recommendation of

289、the Compensation Committee(which we refer to as the“Committee”throughout this discussion of Proposal 2),and proposed that our shareholders approve,the amended and restated 2012 LTIP.Our shareholders first approved the 2012 LTIP on May 23,2012.The amended and restated 2012 LTIP will become effective

290、if and when approved by our shareholders at the Annual Meeting.The Board recommends that shareholders approve the amended and restated 2012 LTIP.We are required to periodically resubmit the 2012 LTIP for shareholder approval so that certain Awards(as defined below in“Summary of the Amended and Resta

291、ted 2012 LTIP”)granted under the 2012 LTIP can continue to qualify as qualified performance-based compensation under Section 162(m)of the Internal Revenue Code of 1986,as amended and including applicable rules,regulations and authoritative interpretations thereunder(“IRC”).Therefore,we are seeking s

292、hareholder approval with respect to the amended and restated 2012 LTIP in its entirety.The amended and restated 2012 LTIP does not include a request for additional common shares to be awarded under the plan.If our shareholders do not approve the amended and restated 2012 LTIP,Awards previously grant

293、ed under the 2012 LTIP will remain valid and the 2012 LTIP will remain in effect.The Proposed Amended and Restated 2012 LTIPThe amendments to the 2012 LTIP made in the amended and restated 2012 LTIP include:Expanding the performance measures for Awards intended to qualify as“performance-based”compen

294、sation under Section 162(m)of the IRC.The only significant revisions to the 2012 LTIP made in the amended and restated 2012 LTIP for which we require shareholder approval are the additional performance measures set forth in the amended and restated 2012 LTIP on which the Committee may base the perfo

295、rmance goals it establishes for performance-based Awards granted under the amended and restated 2012 LTIP.The Board believes that the 2012 LTIP needs to include these additional performance measures to address all of the financial measures that management now focuses on in its corporate operating pl

296、an.See“Types of Awards Performance-Based Awards”for a complete list of the performance measures available under the amended and restated 2012 LTIP.Updating and clarifying certain other provisions of the 2012 LTIP.The other proposed amendments to the 2012 LTIP principally consist of(1)updates to acco

297、unting standard references in the 2012 LTIP,(2)clarifications to performance measures that conform certain of the performance measures to the performance measures set forth in our amended and restated 2006 Bonus Plan,and(3)additional revisions that we believe would improve the clarity of the 2012 LT

298、IP.We believe these amendments will facilitate a better understanding of the 2012 LTIPs terms by participants,shareholders,administrators and us.Section 162(m)Approval RequirementSection 162(m)of the IRC generally provides that we may not deduct more than$1,000,000 of compensation paid during any fi

299、scal year to our covered employees(i.e.,our CEO and our three other highest compensated executives(excluding the principal financial officer)employed at the end of the fiscal year).However,this limit does not apply to“qualified performance-based compensation”as defined by Section 162(m)of the IRC.Aw

300、ards under the 2012 LTIP will only constitute qualified performance-based compensation under Section 162(m)of the IRC if certain requirements are satisfied,including shareholder approval of the material terms of the performance measures of the 2012 LTIP at least once every five years.By approving th

301、e amended and restated 2012 LTIP,our shareholders will approve,among other things,the material terms of the performance measures(as described below in“Types of Awards Performance-Based Awards”)used to determine whether performance-based Awards are earned.-16-Summary of the Amended and Restated 2012

302、LTIPThe 2012 LTIP is an omnibus plan that provides for a variety of types of Awards to maintain flexibility.The 2012 LTIP permits grants of(1)non-qualified stock options(“NQSOs”),(2)incentive stock options(“ISOs”)as defined in Section 422 of the IRC,(3)stock appreciation rights(“SARs”),(4)restricted

303、 stock,(5)restricted stock units,(6)deferred stock units,(7)performance shares,(8)performance share units,(9)performance units,(10)cash-based awards,and(11)other stock-based awards(NQSOs,ISOs,SARs,restricted stock,restricted stock units,deferred stock units,performance shares,performance share units

304、,performance units,cash-based awards and other stock-based awards are referred to collectively as“Awards”).The 2012 LTIP is designed to support our long-term business objectives in a manner consistent with our compensation philosophy.The Board believes that by offering our employees long-term equity

305、 and qualified performance-based compensation through the 2012 LTIP,we promote the following key objectives of our compensation program:aligning the interests of salaried employees,outside directors and consultants with those of our shareholders through increased participant ownership of our common

306、shares;andattracting,motivating and retaining experienced and highly qualified salaried employees,outside directors and consultants who will contribute to our financial success.We have made a concerted effort to manage to reasonable levels the annual run rate that is,the total number of common share

307、s underlying equity-related awards granted in any given fiscal year divided by the weighted-average number of common shares outstanding during that fiscal year.It is our intention to continue to manage our run rate over time to reasonable levels while ensuring that our executive compensation program

308、 is competitive and motivational.The following summary describes the material features of the amended and restated 2012 LTIP and is qualified in its entirety by reference to the complete text of the amended and restated 2012 LTIP attached to this Proxy Statement as Appendix A.AdministrationSubject t

309、o the terms of the 2012 LTIP,the selection of participants in the 2012 LTIP,the level of participation of each participant and the terms and conditions of all Awards will be determined by the Committee.Each member of the Committee will be an“independent director”for purposes of our Corporate Governa

310、nce Guidelines,the Committees charter and the NYSE listing requirements;a“non-employee director”within the meaning of Rule 16b-3 under the Exchange Act;and an“outside director”within the meaning of Section 162(m)of the IRC.The Committee is currently comprised of five directors,each of whom meets all

311、 of these criteria.Consistent with the purpose of the 2012 LTIP,the Committee will have the discretionary authority to(1)interpret the 2012 LTIP,(2)prescribe,amend and rescind rules and regulations relating to the 2012 LTIP,and(3)make all other determinations necessary or advisable for the administr

312、ation or operation of the 2012 LTIP.The Committee may delegate authority to administer the 2012 LTIP as it deems appropriate,subject to the express limitations set forth in the 2012 LTIP.Limits on AwardsThe Board has reserved a number of common shares for issuance under the 2012 LTIP equal to the su

313、m of(1)7,750,000 newly issued common shares plus(2)any common shares subject to the 4,702,362 outstanding awards as of March 15,2012 under the Big Lots 2005 Long-Term Incentive Plan(“2005 LTIP”)that,on or after March 15,2012,cease for any reason to be subject to such awards(other than by reason of e

314、xercise or settlement of the awards to the extent they are exercised for or settled in vested and nonforfeitable common shares).Of this number,no more than 7,750,000 common shares may be issued pursuant to grants of ISOs during the term of the 2012 LTIP.The 2012 LTIP is designed with a flexible shar

315、e pool.With a flexible share pool,the share authorization is based on the least costly award vehicle(generally stock options).The value of an option is compared to a full value award(a full value award is an award other than a stock option or SAR that is settled by the issuance of a common share)-17

316、-to determine a valuation ratio.We have used a binominal model to determine our valuation ratio of 1:2.15.This means that every time an option is granted,the authorized pool is reduced by one common share and every time a full value share is granted,the authorized pool is reduced by 2.15 common shar

317、es.A participant may receive multiple Awards under the 2012 LTIP.Awards will be limited to the following per participant annual fiscal year amounts:Award TypeAnnual Limit per ParticipantStock Options2,000,000 common sharesSARs2,000,000 common sharesRestricted Stock1,000,000 common sharesRestricted S

318、tock Units1,000,000 common sharesDeferred Stock Units1,000,000 common sharesPerformance Shares,Performance Share Units and Performance Units1,000,000 common shares or equivalent valueCash-Based AwardsThe greater of$7,000,000 or the value of 1,000,000 common sharesOther Stock-Based Awards1,000,000 co

319、mmon sharesThe common shares available for issuance under the 2012 LTIP will be our authorized but unissued common shares and treasury shares.Subject to the terms of the 2012 LTIP,common shares covered by an Award will only be counted as used to the extent they are actually issued.To the extent that

320、 any Award payable in common shares(1)terminates by expiration,forfeiture,cancellation,or otherwise without the issuance of such common shares,(2)is settled in cash in lieu of common shares,or(3)is exchanged with the Committees permission prior to the issuance of common shares for Awards not involvi

321、ng common shares,the common shares covered thereby may again be made subject to Awards under the 2012 LTIP.However,common shares which are(a)not issued or delivered as a result of the net settlement of a stock option or stock-settled SAR,(b)withheld to satisfy tax withholding obligations on a stock

322、option or SAR issued under the 2012 LTIP,(c)tendered to pay the exercise price of a stock option or the grant price of a SAR under the 2012 LTIP,or(d)repurchased on the open market with the proceeds of a stock option exercise will no longer be eligible to be again available for grant under the 2012

323、LTIP.Eligibility and ParticipationAll of our and our affiliates employees,outside directors and consultants will be eligible to participate in the 2012 LTIP.As of February 1,2014,we and our affiliates had approximately 38,100 employees and eight outside directors.We are unable to reasonably estimate

324、 the number of consultants who will be eligible to receive awards under the 2012 LTIP.In fiscal 2013,approximately 110 employees,8 outside directors and no consultants received equity incentive awards,although this may vary from year to year.From time to time,the Committee will determine who will be

325、 granted Awards,the number of shares subject to such grants,and all other terms of Awards.Types of AwardsStock OptionsStock options granted under the 2012 LTIP may be either NQSOs or ISOs.The exercise price of any stock option granted may not be less than the fair market value of the Companys common

326、 shares on the date the stock option is granted.The stock option exercise price is payable(1)in cash,(2)by tendering previously acquired common shares(subject to the satisfaction of the holding period set forth in the 2012 LTIP)having an aggregate fair value at the time of exercise equal to the exer

327、cise price,(3)through a broker-assisted cashless exercise,or(4)by any combination of the foregoing.The Committee determines the terms of each stock option grant at the time of the grant.However,the aggregate fair market value(determined as of the date of the grant)of the common shares subject to ISO

328、s that are exercisable by any participant for the first time in any calendar year may not be greater than$100,000.The Committee specifies at the time each stock option is granted the time or times at which,and in what proportions,the stock-18-option becomes vested and exercisable.No stock option sha

329、ll be exercisable earlier than six months after the grant date or later than seven years after the grant date.In general,a stock option expires upon the earlier of(1)its stated expiration date or(2)one year after the participant terminates service(except in the case of ISOs which must be exercised w

330、ithin three months after a termination of service,other than due to death or disability).Stock Appreciation RightsA SAR entitles the participant,upon settlement,to receive a payment based on the excess of the fair market value of our common shares on the settlement date over the grant price of the S

331、AR,multiplied by the number of SARs being settled.The grant price of a SAR may not be less than the fair market value of our common shares on the grant date.SARs may be payable in cash,our common shares or a combination of both.The Committee determines the vesting requirements,the form of payment an

332、d other terms of a SAR.Vesting may be based on the continued service of the participant for specified time periods or the attainment of a specified business performance goal established by the Committee or both.No SAR shall be exercisable earlier than six months after the grant date or later than se

333、ven years after the grant date.In general,a SAR expires upon the earlier of(1)its stated expiration date or(2)one year after the participant terminates service.We have not issued any SARs under the 2005 LTIP or the 2012 LTIP,and do not currently have any SARs outstanding.Restricted StockA restricted stock Award represents our common shares that are issued subject to restrictions on transfer and ve