Big Lots Inc. (BIG) 2014年年度報告「NYSE」.pdf

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1、One Team.One Goal.Big Lots,Inc.2014 Annual Report300 Phillipi Rd.|Columbus,OH 43228|Transfer Agent&RegistrarComputershareP.O.Box 30170College Station,TX 77842877.581.5548(Within USA,US territories&Canada)781.575.2879(Outside USA,US territories&Canada) InquiriesInvestor Relations Department300 Philli

2、pi RoadColumbus,Ohio 43228614.278.6622Investor_RIndependent Registered Public Accounting FirmDeloitte&Touche LLP220 E.Monument Avenue,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 T

3、hursday,May 28,2015,at our corporate office,300 Phillipi Road,Columbus,Ohio.Whether or not you plan to attend,you are encouraged to vote 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 s

4、o desire.Company InformationHeadquartered in Columbus,Ohio,Big Lots Inc.(NYSE:BIG)is a unique,nontraditional discount retailer operating approximately 1,400 Big Lots stores in 48 states with product assortments in the merchandise categoriesof Food,Consumables,Furniture&Home Decor,Seasonal,Soft Home,

5、Hard Home,and Electronics&Accessories.Our vision is to be recognized for providing an outstanding shopping experience for our customers,valuing and developing our associates,and creating growth for our shareholders.For more information,visit .Our Core Customer:JenniferJennifer is one of the most pop

6、ular 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!MissionGuided by an understanding of our core customer Jennifer,our mission is simple:Surprises in every aisle,every day.VisionRecognized

7、for providing an outstanding shopping experience for our customers,valuing and developing our associates,and creating growth for our shareholders.ValuesExceed customer expectationsTreat people with respect and dignityBe a passionate leaderParticipate and contributePursue excellenceWork as a teamShar

8、e knowledgeMake quick,responsible decisionsListen and communicateHave fun2014 was a very good year for our Company,our associates,and our shareholders.Our team made meaningful and lasting improvements to our business strategy and our corporate culture,and did so while delivering to you on our full y

9、ear financial commitments.We improved the consistency of our performance,and weve established the solidfoundation we set out to deliver with our SPP(Strategic Planning Process)to position the Companyfor long-term success for many years to come.In short,we did what we said we were going to do.And whi

10、le I will be the first to tell you we are still“at the beginning of the beginning,”it is important for me to take a moment to thank and congratulate all of our associates in our stores,our distribution centers,and the office here in Columbus.We are one team with one goal,and 2014 with cross-function

11、al engagement from all levels of the organization is a great example of how we win together.2015 is the next step in our journey,and were prepared to raise our game.There will be no resting on last years performance,and there is no room for complacency we will lead with Curiosity,Courage,Confidence,

12、and Consistency.The team is focused on the critical initiatives within our three-pillar framework:Jennifer PillarThe Jennifer pillar represents the sales portion of our strategy and includes Merchandising,Marketing,and Store Execution or the 3-legged stool.Our leadership team clearly understands and

13、 has demonstrated the importance of consistency of comparable store sales growth 2014 was the first year of 4 consecutive quarters of positive comps in the last 8 years.Each leg of the stool has made meaningful strides,but we remain“at the beginning of the beginning.”Merchandising:Our“edit to amplif

14、y”merchandising strategy emphasizes the winnable,ownable merchandise categories of Food,Consumables,Furniture,Soft Home,and Seasonal.Jennifer has asked for more consistency in our merchandise offering,and we have responded.Weve expanded our assortment of replenishable products or never-outs particul

15、arly in Food and completed our rollout of coolers and freezers and SNAP eligible stores this year.We expanded our Easy Leasing program to more locations and made available more of our product assortment.And weve engrained new disciplines in the merchant organization around the principles of Quality,

16、Brand,Fashion,and Value(or QBFV).Our team is relentlessly focused on improving the QBFV and merchandise presentation of our product.With 2015,we have moved into the second phase of“edit to amplify”which is SKU or choice optimization,or a focus on narrower assortments(choices),while providing more de

17、pth available for sale in the best of the best items.Marketing:The next key element of our SPP and the Jennifer pillar is Marketing.Our team continues to break new ground for our business as we reach Jennifer through more channels than ever before.2014 was highlighted with award-winning television a

18、nd online video campaigns including“Hostess the Thrift is Back.”We achieved our goal of 1 million Facebook fans and significantly expanded our followings on Twitter,Instagram,and Pinterest.Remember,our company had virtually no social media presence 18 months ago,so 2014 was a major step forward.We e

19、xpanded our reach from a Dear Shareholders,David J.CampisiChief Executive Officer and President|Big Lots,Inc.2014 Annual Report|We are one team with one goal,and 2014 with cross-functional engagement from all levels of the organization is a great example of how we win together.multicultural perspect

20、ive airing television spots in multiple languages on culturally diverse television networks,which we see as an accomplishment for our Company and for Jennifers everywhere.Ecommerce:In 2015,we plan to expand our digital outreach by making investments in the development of our new Ecommerce strategy.W

21、e have discussed the need for this channel almost since the day I walked into the building,and I am so excited to see the opportunity coming together.Our plans are to finalize the development of the site and our infrastructure and to begin testing with Jennifer in the latter part of fiscal 2015,with

22、 a goal of a marketing launch of the site in early fiscal 2016.This first phase of developing our Omnichannel capabilities will focus solely on Ecommerce or allowing a customer to purchase product online and ship directly to her home.We know Jennifer frequents our Website today as evidenced by the 2

23、 to 3 million visitors to our current Website each and every week.We have talked to her,and we know she wants to buy from us online,and we have a very good sense as to the product she wants to purchase.She is social,mobile,and shops online from our competitors.We have one chance to get this right wi

24、th Jennifer.Longer term,we will take the“next steps”in the Omnichannel space,meaning offering drop shipment,buy online/pick up in store,and maybe someday buy online/ship from storebut,I want to emphasize here we are solely focused on first things first and that is delivering Jennifer the option to p

25、urchase from us online.Store Execution:The final leg of the Jennifer pillar is our stores and field operations.In 2014,we made important changes with the introduction of:New in-store execution standards,or the Jennifer“must haves”New customer service program New tools to self-assess our progress on

26、store execution through the“J-walk”New ways to gather feedback from Jennifer about her shopping experienceThe field team enthusiastically embraced this direction,and Jennifer has been pleased with our progress to date.In 2015,weve embarked upon an ambitious program to take store execution to the nex

27、t level through five major areas of focus in our Store Revolution:Defining the roles and responsibilities of our in-store associates Improving the flow of merchandise from our backrooms to the store floor Utilizing online recruiting tools to deepen our bench strength Automating the labor scheduling

28、process Training our Furniture associates on the“art of the sale”This is by far the Companys most comprehensive in-store execution program ever,and Im excited tosee the improvements in our stores in the near future.Associate PillarThe second pillar of the SPP-the Associate pillar is structured aroun

29、d our team.We have listened to our associates to understand what we do well and where we can make improvements to our Company culture.I am pleased to report our associate engagement,which we measure both quantitatively and qualitatively,has dramatically improved over the last 12 months.While we have

30、 offered and will continue to offer very competitive compensation for our associates,its about more than just what we pay its a comprehensive benefits program,its treating our associates with respect and dignity,its breaking down the silos and fostering collaboration,its openly communicating our str

31、ategy and much,much more.We are living our Mission,Vision,and Values,and our entire team has developed the trust that we truly are One Team with One Goal.BLAR14_Editorials_Print_Rev040215.indd 24/2/15 11:39 AM|Big Lots,Inc.2014 Annual Report|Our focus in this pillar is attracting,developing,and reta

32、ining the best talent in the industry.I want our associates to wake up each morning and say,“I get to go to work at Big Lots,”not“I have to go to work.”In the first year,the team has made enhancements in our recruiting processes by leveraging digital and social networks,automating our application pr

33、ocesses with paperless systems,and creating succession planning programs.Giving Back:Big Lots has long been a company that cares,and our associates are passionate about getting involved and making a difference.We recently launched our own charitable foundation to raise funds and guide our philanthro

34、py efforts as a Company.The Big Lots Foundation is our way of standing together with our business partners,our customers,and our 35,000+associates across the country to address some of the most pressing issues facing our communities.I firmly believe this will be a game-changer for us and our non-pro

35、fit partners,allowing us to have a much greater impact over time.The Foundation will focus on four key areas of need:hunger,housing,healthcare,and education.These key areas align with our company values and address the basic needs of families and children.Shareholder PillarThe third and final pillar

36、 of the SPP is focused on you,our shareholders driving appropriate financial returns through improvements in our operating model and profits,maximizing cash flow while investing in our business,and returning excess cash and utilizing our balance sheet to enhance shareholder return.During fiscal 2014

37、,we firmly believe we drove significant value for our shareholders through:Delivering on our full year EPS guidance Actual$2.46 per share versus original guidance of$2.25 to$2.45 per share(issued in March of 2014)Improving the overall consistency of our business by delivering comp store growth in al

38、l four quarters for the first time since 2006 Generating cash flow of$228 million Returning$278 million of cash to shareholders through a“balanced approach”including both share repurchase activity and our quarterly dividend program:Investing$250 million to repurchase 6.1 million shares,or approximat

39、ely 10%of our outstanding shares,at a weighted average price of$40.94 per share Introducing our first ever quarterly dividend program$0.17 per share which was subsequently raised to$0.19 per share in March 2015(or a payout ratio estimated to be in excess of 25%of our estimated fiscal 2015 earnings p

40、er share)Our efforts were recognized by the market as our stock price appreciated 71%($45.91 per share compared to$26.79 at the end of the prior fiscal year).Its not business as usual at Big LotsEach of the pillars,and the key initiatives within,will appear in more full view and importance in 2015.T

41、hey share a common goal to fundamentally improve our business with even more focus on Jennifer.I think our new marketing campaign,Big Lots First,sums it up best We want to be the FIRST stop when Jennifer shops the FIRST choice of employer for associates,and the FIRST investment for our shareholders.

42、Its NOT business as usual here at Big Lots.It hasnt been for some time.And I am more excited than ever about whats to come.On behalf of the entire Big Lots organization,our Board of Directors,and all of our associates,I thank you for your support.Sincerely,David J.CampisiChief Executive Officer and

43、PresidentBLAR14_Editorials_Print_Rev040215.indd 34/2/15 12:40 PMCash flow(f)Fiscal Year ($in thousands,except per share amounts and sales per selling square foot)2014 2013(a)2012(a)Earnings Data(b)Net sales$5,177,078$5,124,755$5,212,318 Net sales increase(decrease)1.0%(1.7)%2.3%Income from continuin

44、g operations(c)$136,661$141,871$193,905 Income from continuing operations decrease(c)(3.7)%(26.8)%(11.7)%Earnings from continuing operations per share-diluted(c)$2.46$2.45$3.21 Earnings from continuing operations per share-diluted increase(decrease)(c)0.4%(23.7)%1.6%Dividends declared per share(g)$0

45、.51 Average diluted common shares outstanding(000s)55,552 57,958 60,476 Gross margin-%of net sales(c)39.5%39.2%39.5%Selling and administrative expenses-%of net sales(c)32.8%32.5%31.5%Depreciation expense-%of net sales 2.3%2.2%2.0%Operating profit-%of net sales(c)4.3%4.5%6.1%Non-operating expense,inc

46、luding interest-%of net sales (0.0)%0.1%0.1%Income from continuing operations-%of net sales(c)2.6%2.8%3.7%Balance Sheet Data and Financial RatiosCash and cash equivalents$52,261$68,629$60,581 Inventories 851,669 914,965 918,023 Property and equipment-net 550,555 569,682 593,562 Total assets 1,635,89

47、1 1,739,599 1,753,626 Borrowings under bank credit facility 62,100 77,000 171,200 Shareholders equity 789,550 901,427 758,142 Working capital$450,600$543,614$460,996 Current ratio 1.8 1.9 1.7 Inventory turnover(b)(c)3.5 3.3 3.5 Bank borrowings to total capitalization 7.3%7.9%18.4%Return on assets-co

48、ntinuing operations(b)(c)8.1%8.1%11.4%Return on invested capital-continuing operations(b)(c)14.9%14.9%21.3%Cash Flow Data(b)Cash provided by operating activities(d)$318,562$198,334$281,133 Cash used in investing activities(e)(90,749)(97,495)(130,357)Cash flow(f)227,813 100,839 150,776 Cash paid for

49、dividends(g)(27,828)Cash used in share repurchase programs$(250,000)$(298,501)Store Data Stores open at end of the fiscal year 1,460 1,493 1,495Comparable store sales increase(decrease)1.8%(2.7)%(2.7)%Average sales per store$3,506$3,430$3,539 Gross square footage(000s)45,134 45,708 45,505 Selling sq

50、uare footage(000s)32,006 32,732 32,623 (Decrease)increase in selling square footage (2.2)%0.3%3.5%Average selling square footage per store 21,922 21,924 21,821 2.5%2.0%1.5%1.0%0.5%0.0%(0.5)%(1.0)%(1.5)%(2.0)%(2.5)%(3.0)%(3.5)%Financial Highlights (Unaudited Adjusted Results)(a)Recast to classify the

51、 results of Big Lots Canada into discontinued operations.(b)The results for fiscal year 2014 and 2013 include 52 weeks,while the results for fiscal year 2012 include 53 weeks.(c)This item is shown excluding the impact of certain items for fiscal years 2013 and 2012.A reconciliation of the difference

52、 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 of$105,849,$102,196,and$95,602 for fiscal years 2014,2013,and 2012,respectively.(e)Includes capital expenditures of$93,460

53、,$104,786,and$131,273 for fiscal years 2014,2013,and 2012,respectively.(f)Cash flow is calculated as cash provided by operating activities less cash used in investing activities.(g)In June 2014,we commenced a quarterly dividend program and,as such,fiscal year 2014 contains only 3 quarterly dividends

54、.Comparable store salesReturn on invested capital continuing operations(b)(c)25.0%20.0%15.0%10.0%5.0%0.0%$250,000$230,000$210,000$190,000$170,000$150,000$130,000$110,000$90,000$70,000$50,00020142013201220142013201220142013201214.9%1.8%(2.7)%(2.7)%14.9%21.3%$227,813$100,839$150,776|Big Lots,Inc.2014

55、Annual Report|The 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 provide additional meaningful financial information for the period present

56、ed.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 companies.While it is not possible to predict future results,our managemen

57、t 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 Notes contained in our Form 10-K for fiscal 2014.Fiscal 2013The 2013 Unaudi

58、ted Adjusted Results reflect lower selling and administrative expenses,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 described and reconciled below($in thousands):Adjustment to Loss Contingency Accrual In fisca

59、l 2013,we recorded a$4,375 charge($2,760 net of tax)related to the settlement of a legal contingency which resulted 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 o

60、f tax)related to a Company-owned and operated store in California which resulted in a decrease of selling and administrative expenses.Fiscal 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

61、below($in thousands):Change in Inventory Accounting Principle In the first quarter of fiscal 2012,we recorded a$5,574 charge($3,388 net of tax)to cost of goods sold as a result of our successful implementation of new inventory management systems.Net sales$5,124,755 100.0%$5,124,755 100.0%$5,212,318

62、100.0%$5,212,318 100.0%Cost of sales 3,117,386 60.8 3,117,386 60.8 3,157,632 60.6 (5,574)3,152,058 60.5Gross profit 2,007,369 39.2 2,007,369 39.2 2,054,686 39.4 5,574 2,060,260 39.5Selling and administrative expenses 1,664,031 32.5 (4,375)3,579 1,663,235 32.5 1,639,770 31.5 1,639,770 31.5Depreciatio

63、n expense 113,228 2.2 113,228 2.2 103,146 2.0 103,146 2.0Operating profit 230,110 4.5 4,375 (3,579)230,906 4.5 311,770 6.0 5,574 317,344 6.1Interest expense (3,293)(0.1)(3,293)(0.1)(4,184)(0.1)(4,184)(0.1)Other income(expense)(12)(0.0)(12)(0.0)2 0.0 2 0.0Income from continuing operations before inco

64、me taxes 226,805 4.4 4,375 (3,579)227,601 4.4 307,588 5.9 5,574 313,162 6.0Income tax expense 85,515 1.7 1,615 (1,400)85,730 1.7 117,071 2.2 2,186 119,257 2.3Income from continuing operations 141,290 2.8 2,760 (2,179)141,871 2.8 190,517 3.7 3,388 193,905 3.7Loss from discontinued operations (15,995)

65、(0.3)(15,995)(0.3)(13,396)(0.3)(13,396)(0.3)Net income$125,295 2.4%$2,760$(2,179)$125,876 2.5%$177,121 3.4%$3,388$180,509 3.5%Earnings per common share-basic:(h)Continuing operations$2.46$0.05$(0.04)$2.47$3.18$0.06$3.24 Discontinued operations (0.28)(0.28)(0.22)(0.22)Net income$2.18$0.05$(0.04)$2.19

66、$2.96$0.06$3.02Earnings per common share-diluted:(h)Continuing operations$2.44$0.05$(0.04)$2.45$3.15$0.06$3.21 Discontinued operations (0.28)(0.28)(0.22)(0.22)Net income$2.16$0.05$(0.04)$2.17$2.93$0.06$2.98Fiscal Year 2013Fiscal Year 2012Adjustment to exclude change in inventory accounting principle

67、Reported(GAAP)UnauditedAdjusted Results(non-GAAP)UnauditedAdjusted Results(non-GAAP)Reported(GAAP)Adjustment to losscontingencyaccrualGain onsale ofreal estate($in thousands,except per share amounts)(h)The earnings per share for continuing operations,discontinued operations and net income are separa

68、tely calculated in accordance with Accounting Standards Codification (ASC)260;therefore,the sum of earnings per share for continuing operations and discontinued operations may differ,due to rounding,from the calculated earnings per share of net income.Directors&ExecutivesBoard of DirectorsJeffrey P.

69、Bergerformer President&Chief Executive OfficerHeinz North America Foodservice;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.Hay

70、esformer Chief Operating Officer Variety Wholesalers Inc.Brenda J.Lauderbackformer PresidentWholesale Group Nine West Group,Inc.Philip E.MallottChairman of the BoardBig Lots,Inc.;former Vice President&Chief Financial OfficerIntimate Brands,Inc.Russell E.Soltformer Executive Vice President&Chief Fina

71、ncial OfficerWest Marine,Inc.James R.Tenerformer President&Chief Operating OfficerBrook Mays Music CompanyDennis B.TishkoffChairman&Chief Executive OfficerDrew Shoe CorporationChief Executive Officer&PresidentDavid J.CampisiExecutive Vice PresidentsLisa M.BachmannChief Operating OfficerRichard R.Che

72、neChief Merchandising OfficerTimothy A.JohnsonChief Financial OfficerSenior Vice PresidentsMichelle D.ChristensenGeneral Merchandise ManagerRichard H.FlaksPlanning&AllocationLeslie R.(Trey)Johnson IIIGeneral Merchandise ManagerNicholas E.PadovanoStore OperationsCarlos V.RodriguezDistribution&Transpo

73、rtation ServicesMichael A.SchlonskyHuman Resources&Corporate SecretaryPaul A.SchroederController&TreasurerAndrew D.SteinChief Customer OfficerStewart W.WenerstromChief Information OfficerMartha A.Withers-HallGeneral Merchandise Manager-i-Big Lots,Inc.300 Phillipi Road Columbus,Ohio 43228April 14,201

74、5Dear Big Lots Shareholder:We cordially invite you to attend the 2015 Annual Meeting of Shareholders of Big Lots,Inc.The Annual Meeting will be held at our corporate offices located at 300 Phillipi Road,Columbus,Ohio,on May 28,2015,beginning at 9:00 a.m.Eastern Time.The following pages contain the N

75、otice of Annual Meeting of Shareholders and the Proxy Statement.You should review this material for 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.Voting by

76、proxy in any of the ways described in the Proxy Statement will not prevent you from attending the Annual Meeting or voting in person.Thank you for your ongoing support of,and continued interest in,Big Lots,Inc.Respectfully submitted,PHILIP E.MALLOTT DAVID J.CAMPISIChairman Chief Executive Officer an

77、d PresidentJOB TITLE Big Lots ComboREVISION 8SERIAL DATE Friday,April 03,2015 JOB NUMBER 279505TYPEPAGE NO.iOPERATOR JiomerD-ii-JOB TITLE Big Lots ComboREVISION 8SERIAL DATE Friday,April 03,2015 JOB NUMBER 279505TYPEPAGE NO.iiOPERATOR JiomerD-iii-Thursday,May 28,2015 9:00 a.m.Eastern Time 300 Philli

78、pi Road,Columbus,OhioNOTICE OF 2015 ANNUAL MEETING OF SHAREHOLDERSWe are pleased to invite you to the 2015 Annual Meeting of Shareholders of Big Lots,Inc.The meeting will be held at our corporate offices located at 300 Phillipi Road,Columbus,Ohio,on May 28,2015,beginning at 9:00 a.m.Eastern Time,for

79、 the following purposes:1.To elect as directors the nine nominees named in our accompanying Proxy Statement;2.To approve,on an advisory basis,the compensation of our named executive officers;3.To ratify the appointment of Deloitte&Touche LLP as our independent registered public accounting firm for f

80、iscal 2015;4.To vote on a proposal to amend our Code of Regulations to adopt proxy access;and5.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 30,2015,are entitled to notice of and to vote at

81、 the Annual Meeting and any postponement or adjournment thereof.By Order of the Board of Directors,TIMOThY A.JOhNSONExecutive Vice President,Chief Financial OfficerApril 14,2015 Columbus,OhioYour vote is important.Shareholders are urged to vote online.If you attend the Annual Meeting,you may revoke

82、your proxy and vote in person if you wish,even if you have previously submitted a proxy.JOB TITLE Big Lots ComboREVISION 8SERIAL DATE Friday,April 03,2015 JOB NUMBER 279505TYPEPAGE NO.iiiOPERATOR JiomerD-iv-BIG LOTS,INC.PROXY STATEMENTTABLE OF CONTENTSABOUT THE ANNUAL MEETING .1PROPOSAL ONE.5GOVERNA

83、NCE.7DIRECTOR COMPENSATION.12STOCK OWNERSHIP.14EXECUTIVE COMPENSATION.15PROPOSAL TWO.49AUDIT COMMITTEE DISCLOSURE.50PROPOSAL THREE.52PROPOSAL FOUR .52SHAREHOLDER PROPOSALS .56PROXY SOLICITATION COSTS.56OTHER MATTERS.56APPENDIX A.A-1JOB TITLE Big Lots ComboREVISION 8SERIAL DATE Friday,April 03,2015 J

84、OB NUMBER 279505TYPEPAGE NO.ivOPERATOR JiomerD-1-PROXY STATEMENTThe Board of Directors(“Board”)of Big Lots,Inc.,an Ohio corporation(“we,”“us,”“our”and“Big Lots”),is furnishing you this Proxy Statement to solicit proxies for use at the 2015 Annual Meeting of Shareholders to be held on May 28,2015(“An

85、nual Meeting”).The Annual Meeting will be held at our corporate offices located at 300 Phillipi Road,Columbus,Ohio at 9:00 a.m.Eastern Time.On or about April 14,2015,we began mailing to our shareholders of record at the close of business on March 30,2015,a Notice of Internet Availability containing

86、instructions on how to access the Notice of Annual Meeting of Shareholders,this Proxy Statement and our Annual Report to Shareholders for the fiscal year ended January 31,2015(“fiscal 2014”).ABOUT THE ANNUAL MEETINGPurpose of the Annual MeetingAt the Annual Meeting,shareholders will act upon the mat

87、ters outlined in the Notice of Annual Meeting included with this Proxy Statement.Specifically,the shareholders will be asked to:(1)elect nine directors to the Board;(2)approve,on an advisory basis,the compensation of our named executive officers,as disclosed in this Proxy Statement pursuant to Item

88、402 of Regulation S-K,including the Compensation Discussion and Analysis,compensation tables and the narrative discussion accompanying the tables(“say-on-pay vote”);(3)ratify the appointment of Deloitte&Touche LLP as our independent registered accounting firm for the fiscal year ending January 30,20

89、16(“fiscal 2015”);(4)vote upon a proposal to amend our Code of Regulations to adopt proxy access;and(5)transact such other business as may properly come before the Annual Meeting.Shareholder Voting RightsOnly those shareholders of record at the close of business on March 30,2015,the record date for

90、the Annual Meeting,are entitled to receive notice of,and to vote at,the Annual Meeting.At the record date,we had outstanding 53,932,361 common shares,$0.01 par value per share.Each of the outstanding common shares entitles the holder thereof to one vote on each matter to be voted upon at the Annual

91、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 Articles of Incorporation,our Code of Regulations and the Ohio General Corporation Law.Re

92、gistered Shareholders and Beneficial ShareholdersIf your common shares are registered in your name directly with our transfer agent,Computershare Investor Services,LLC,you are considered a holder of record(which we also refer to as a registered shareholder).If you hold our common shares in a brokera

93、ge account or through a bank or other holder of record,you are considered the beneficial shareholder of the common shares,which shares are often referred to as held in“street name.”JOB TITLE Big Lots ComboREVISION 8SERIAL DATE Friday,April 03,2015 JOB NUMBER 279505TYPEPAGE NO.1OPERATOR JiomerD-2-Int

94、ernet 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 Annual Meeting of Shar

95、eholders,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.We believe furnishing proxy materials to our shareholders on the Internet w

96、ill allow us 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.A Notice of Internet Availability that provides instructions for accessing our proxy materials on the Intern

97、et 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 paper or email copy of our proxy materials should follow

98、 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 shareholder by the broker,bank or other holder of record w

99、ho 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 shareholders may request a paper or email copy of our proxy mat

100、erials.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 the electronic delivery service for future shareholde

101、r 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 in future years.Attendance at the Annual MeetingAll o

102、f 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.Eastern Time,and the Annual Meeting will begin at 9:00 a.m.Eastern Time.If you attend the Annual Meeting,you may be asked to present valid photo iden

103、tification,such as a drivers license or passport.Cameras,recording devices and other electronic devices will not be permitted at the Annual Meeting.If you hold your common shares as a beneficial shareholder,you may also be asked to present a copy of a brokerage or bank statement reflecting your bene

104、ficial ownership of our common shares as of the record date.How to VoteRegistered HoldersAfter receiving the Notice of Internet Availability(or proxy card,if you received printed copies of the proxy materials),registered shareholders are urged to visit to access our proxy materials.You will have the

105、 opportunity to vote your common shares online at until May 27,2015 at 11:59 p.m.Eastern Time.When voting online,you must follow the instructions posted on the website and you will need the control number included on your Notice of Internet Availability(or proxy card,if applicable).If,after receivin

106、g 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 completing,dating and signing the proxy card included with the materials and returning it in accorda

107、nce with the instructions provided.Your common shares will be voted as you direct 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 27,2015 or(3)you are a registered shareholder,attend the Annual Meeting and deliver y

108、our completed proxy card in person.JOB TITLE Big Lots ComboREVISION 8SERIAL DATE Friday,April 03,2015 JOB NUMBER 279505TYPEPAGE NO.2OPERATOR JiomerD-3-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

109、or duly executing and 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 previousl

110、y granted proxy.Beneficial OwnersBeneficial 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

111、shares or revoke previously given voting instructions.Please contact your broker,bank or other holder of record to determine the applicable deadlines.Beneficial shareholders who wish to vote at the Annual Meeting will need to obtain and provide to the secretary of the meeting a completed form of pro

112、xy from the broker,bank or other holder of record who is the registered holder of their common shares.Brokers,banks and other holders of record who hold common shares for beneficial owners in street name may vote such common shares on“routine”matters(as determined under New York Stock Exchange(“NYSE

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

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

115、on shares necessary for approval of any matter to which broker non-votes apply(i.e.,broker non-votes will have no effect on the outcome of such matter).HouseholdingSEC rules allow multiple shareholders residing at the same address the convenience of receiving a single copy of the Annual Report to Sh

116、areholders,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 ho

117、usehold 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

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

119、ing 1-800-542-1061,or by writing to:Broadridge,householding Department,51 Mercedes Way,Edgewood,New York 11717.You will be removed from the householding program within 30 days of receipt of your instructions at which time you will be sent separate copies of the documents.Beneficial shareholders can

120、request more information about householding from their brokers,banks or other holders of record.Boards RecommendationsSubject to revocation,all proxies that are properly completed and timely received will be voted in accordance with the instructions contained therein.If no instructions are given(exc

121、luding 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,the Board recommends a vote:1.FOR the

122、 election of its nominated slate of directors(see Proposal One);2.FOR the approval,on an advisory basis,of the compensation of our named executive officers,as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K,including the Compensation Disclosure and Analysis,compensation tabl

123、es and the narrative discussion accompanying the tables(see Proposal Two);JOB TITLE Big Lots ComboREVISION 8SERIAL DATE Friday,April 03,2015 JOB NUMBER 279505TYPEPAGE NO.3OPERATOR JiomerD-4-3.FOR the ratification of Deloitte&Touche LLP as our independent registered public accounting firm for fiscal

124、2015(see Proposal Three);and4.FOR the proposal to amend our Code of Regulations to adopt proxy access(see Proposal Four).If any other matter properly comes before the Annual Meeting,or if a director nominee named in this Proxy Statement is unable to serve or for good cause will not serve,the proxy h

125、olders 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 vote at the Annual Meeting will constitute a quorum and permit us to conduct our business at the

126、Annual Meeting.Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of common shares considered to be present at the Annual Meeting for purposes of establishing a quorum.Vote Required to Approve a ProposalProposal OneOur Corporate Governan

127、ce Guidelines contain a majority vote policy and our Amended Articles of Incorporation impose a majority vote standard applicable to the uncontested election of directors.Specifically,Article Eighth of our Amended Articles of Incorporation provides that if a quorum is present at the Annual Meeting,a

128、 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 such nominees election.In all director elections other than uncontested elections,the nine director nominees

129、receiving the greatest number of votes cast for their election will be elected as directors.An“uncontested election”means an election of directors at a meeting of shareholders in which the number of director nominees does not exceed the number of directors to be elected.A properly executed proxy mar

130、ked 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 will not be considered votes cast for or against or withheld from a director nominees election at the Annua

131、l 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 Proposal Two and Proposal Three,the affirmative vote of the holders of a majority of the common shares represen

132、ted 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 Two and Proposal Three are advisory and will not bind the Board or us.For purposes of Proposal Four,the affirmative vote of the holders of our common shares en

133、titling them to exercise not less than a majority of the voting power of the Company on the proposal will be required for approval.A properly executed proxy marked“abstain”with respect to Proposal Two,Proposal Three and Proposal Four will not be voted with respect to such matter,although it will be

134、counted for purposes of determining the number of common shares necessary for approval of such matter.Accordingly,an abstention will have the effect of a vote against Proposal Two,Proposal Three and Proposal Four.If no voting instructions are given(excluding broker non-votes),the persons named as pr

135、oxy holders on the proxy card will vote the common shares in accordance with the recommendation of the Board.Broker non-votes will have no effect on Proposal Two or Proposal Three,but will have the same effect as a vote against Proposal Four.JOB TITLE Big Lots ComboREVISION 8SERIAL DATE Friday,April

136、 03,2015 JOB NUMBER 279505TYPEPAGE NO.4OPERATOR JiomerD-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 nominees named below.Proxies cannot be voted at the Annual Meeting

137、 for more than nine persons.Directors are elected to serve until the next annual meeting of shareholders and until their respective successors are elected and qualified,or until their earlier death,resignation or removal.Five of the nine nominees(Messrs.Berger,Campisi,Chambers,Mallott and Solt)are c

138、urrently directors on our Board.Set forth below is certain information related to the nominees.NameAgeDirectorSinceAuditCommitteeCompensationCommitteeNominating/CorporateGovernance CommitteeJeffrey P.Berger652006*David J.Campisi592013James R.Chambers572012*Marla C.Gottschalk54Cynthia T.Jamison55Phil

139、ip E.Mallott572003*Nancy A.Reardon62Wendy L.Schoppert48Russell E.Solt672003*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 America

140、 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,his s

141、ervice 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 Chief E

142、xecutive 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,Wom

143、ens Apparel,Accessories,Intimates and Cosmetics of Kohls Corporation(department store retailer).Mr.Campisis day-to-day leadership as Chief Executive Officer and President of Big Lots,strong leadership skills,proven management capabilities,and more than 30 years of diverse retail experience make Mr.C

144、ampisi an excellent choice to continue serving on the Board.James R.Chambers 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 G

145、eneral Manager of the Immediate Consumption Channel of Kraft Foods Inc.(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

146、 with Remy Amerique,Inc.,Mr.Chambers served as the Chief Executive Officer 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 research provider).

147、Mr.Chambers spent the first 17 years of his career at Nabisco(food manufacturer),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 manufacture

148、r)for seven years where he chaired the Nominating and Governance Committee and served on the Compensation JOB TITLE Big Lots ComboREVISION 8SERIAL DATE Friday,April 03,2015 JOB NUMBER 279505TYPEPAGE NO.5OPERATOR JiomerD-6-Committee.Mr.Chambers extensive cross-functional packaged goods industry exper

149、ience,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.Marla C.Gottschalk is the former Chief Executive Officer of The Pampered Chef Ltd.(marketer of kitchen tools,food products and cookbooks),wh

150、ere she also previously served as President and Chief Operating Officer.Prior to that,Ms.Gottschalk was Senior Vice President of Financial Planning and Investor Relations for Kraft Foods,Inc.(food manufacturer),where she also previously served as Executive Vice President and General Manager of the P

151、ost Cereal division and Vice President of Marketing and Strategy of the Kraft Cheese division.Ms.Gottschalk is currently a director of Potbelly,Inc.(food retailer),where she is chair of the compensation committee and a member of the audit committee.Ms.Gottschalks extensive experience in operations a

152、nd strategic management,her qualification as an“audit committee financial expert,”as defined by applicable SEC rules,and her expertise in the food industry make her an excellent candidate to join our Board.Cynthia T.Jamison is the former Chief Financial Officer of AquaSpy,Inc.(provider of soil moist

153、ure sensors to monitor soil moisture levels).Prior to that,Ms.Jamison was a partner with Tatum,LLC,(an executive services firm that supports the chief financial officers of public and private companies).Prior to joining Tatum,Ms.Jamison served as Chief Financial Officer of Chart house Enterprises(fo

154、od retailer)and held various financial positions at Allied Domecq Retailing USA,Kraft General Foods and Arthur Anderson LLP.Ms.Jamison is also currently a director of Tractor Supply Company(farm and ranch retailer),where she serves as chairman,a director of Darden,Inc.(food retailer),where she serve

155、s as chair of the audit committee and a member of the compensation committee,a director of Office Depot(office supply retailer)where she is a member of the audit committee,compensation committee and corporate governance and nominating committee and a director of B&G Foods,Inc.(food manufacturer and

156、distributor)until May 2015,where she is the chair of the audit committee.Ms.Jamison has extensive experience in financial and accounting matters,including public company reporting,as well as strategy and capitalization expertise,having served as a chief financial officer and on the boards of many pu

157、blic and private companies.Ms.Jamisons qualification as an“audit committee financial expert,”as defined by applicable SEC rules,her key management,leadership,financial and strategic planning,corporate governance and public company executive experience all make her well-suited to join our Board.Phili

158、p E.Mallott is the Chairman of the Board of Big Lots,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),wher

159、e he is the chair of the audit committee and a member of the compensation 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 pu

160、blic accountant,his service on the boards of other public companies and charitable organizations,and his experience in leadership roles with other retailers make him a valuable member of the Board.Nancy A.Reardon is the former Senior Vice President and Chief human Resources and Communications Office

161、r of Campbell Soup Company(food manufacturer).Prior to that,Ms.Reardon served as Executive Vice President of human Resources for Comcast Cable Communications,Inc.(telecommunications provider).Prior to that,Ms.Reardon served as Partner and Executive Vice President,human Resources and Corporate Affair

162、s for Borden Capital Management Partners where she developed financial and merger and acquisition skills through her involvement in multiple transactions for a portfolio of operating companies.Ms.Reardon previously served as a director of Warnaco Group,Inc.(apparel retailer)where she served as a mem

163、ber of the audit committee and the compensation committee.Ms.Reardons extensive experience in senior management roles,her experience on the boards of other private and charitable organizations,her experience leading human resources departments,in communications and public affairs and her leadership

164、skills make her a strong choice to serve on the Board.Wendy L.Schoppert is the former Executive Vice President and Chief Financial Officer of Select Comfort Corporation(bedding retailer and manufacturer),where she previously served as Chief Information Officer,interim Chief Marketing Officer and Sen

165、ior Vice President of International and New Channel Development.Prior to joining Select Comfort,Ms.Schoppert led US Banks Private Asset Management team and served as head of Product,Marketing&Corporate Development for the banks asset management division.Ms.Schoppert began her career in the airline i

166、ndustry,serving in various financial,strategic and general management leadership positions at American Airlines,Northwest Airlines and America West Airlines.Ms.Schoppert is currently a director of Gaiam,Inc.(provider of fitness products and media),where she serves as chair of the audit committee and

167、 a member of the JOB TITLE Big Lots ComboREVISION 8SERIAL DATE Friday,April 03,2015 JOB NUMBER 279505TYPEPAGE NO.6OPERATOR JiomerD-7-compensation committee.The Board believes that Ms.Schopperts qualification as an“audit committee financial expert,”as defined by applicable SEC Rules,her vast experien

168、ce in brand development and management,and her significant financial leadership and expertise with respect to the oversight of financial reporting and disclosure for public companies,make her well suited to serve on the Board.Russell E.Solt is the former Director of Investor Relations of West Marine

169、,Inc.(boating supplies and accessories specialty retailer)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 furnishin

170、g and cookware specialty retailer).Mr.Solts experience 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 hi

171、m well-suited to continue serving on the Board.THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH NOMINEE LISTED ABOVE.GOVERNANCEBoard Leadership and Independent Chairman of the BoardThe Board is currently comprised of Mr.Berger,Mr.Campisi,Mr.Chambers,Peter J.hayes,Brenda J.Lauderback,Mr.Ma

172、llott,Mr.Solt,James R.Tener and Dennis B.Tishkoff.Other than Mr.Campisi,our CEO and President,each of the other director nominees are or,if elected,would be independent(as defined by the applicable NYSE rules),non-employee directors(“non-employee directors”).Mr.Mallott,an independent director,serves

173、 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 a change in leadership.The Chairman plans the agendas fo

174、r 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 needed.Additionally,the Chairman communicates informally wi

175、th other directors between meetings of the Board,to foster free and open dialogue among directors.Board Meetings in Fiscal 2014The Board held six meetings during fiscal 2014.During fiscal 2014,each director attended at least 75%of the aggregate of the total number of meetings of the Board and the co

176、mmittees 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 nominee who is currently a director attended the 2014 annual meeting of shar

177、eholders.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 oversight responsibili

178、ty 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 evaluation of the firms q

179、ualifications,independence and performance;(4)the performance of our system of internal controls;JOB TITLE Big Lots ComboREVISION 8SERIAL DATE Friday,April 03,2015 JOB NUMBER 279505TYPEPAGE NO.7OPERATOR JiomerD-8-(5)our audit,accounting and financial reporting processes generally;and(6)the evaluatio

180、n of enterprise risk issues.All members of the Audit Committee are 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 each of Messrs.M

181、allott,hayes and Solt is 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.The Audit Committee m

182、et nine times during fiscal 2014.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”).Our Leadership Team is c

183、omprised 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 general compensation philo

184、sophy;(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 the other compensation for our CEO and the Leadership Team;(5)administering our compensation pro

185、grams;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 charter,which is available

186、in the Investor Relations section of our website()under the“Corporate Governance”caption.The Compensation Committee met five times during fiscal 2014.Nominating/Corporate Governance CommitteeThe responsibilities of the Nominating/Corporate Governance Committee include:(1)recommending individuals to

187、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 guidelines;(3)monitoring i

188、ssues 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 independent as required by the

189、 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 Governance Committee met seven t

190、imes during fiscal 2014.JOB TITLE Big Lots ComboREVISION 8SERIAL DATE Friday,April 03,2015 JOB NUMBER 279505TYPEPAGE NO.8OPERATOR JiomerD-9-Selection of Nominees by the BoardThe Nominating/Corporate Governance Committee has oversight over a broad range of issues relating to the composition and opera

191、tion of the Board.The Nominating/Corporate Governance Committee is responsible for recommending 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 nomi

192、nees against the standards and qualifications set forth in the Corporate Governance Guidelines.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 for

193、mal policy with regard to the consideration of diversity in identifying director nominees,the 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 th

194、e Board.The Nominating/Corporate Governance Committee also considers other relevant factors that it deems appropriate,including the current composition of the Board and the alignment of the Board members skills and experiences with our strategic plan,diversity,the balance of management and independe

195、nt 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 regarding the factors it intends to consider in its search.In identifying potential candidates for Board membership,the Nominat

196、ing/Corporate Governance Committee considers recommendations from the Board,shareholders and management.A shareholder who wishes to recommend a prospective director nominee to the Board must send written notice to:Chair of the Nominating/Corporate Governance Committee,Big Lots,Inc.,300 Phillipi Road

197、,Columbus,Ohio 43228.The written notice must include the prospective nominees name,age,business address,principal occupation,ownership of our common shares,information that would be required under the rules of the SEC in a proxy statement soliciting proxies for the election of such prospective nomin

198、ee 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 the factors outlined above will receive the same consideration that the recommendations of the Board and management receive.P

199、ursuant 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 terms for any such consultant or search firm.Sp

200、encer Stuart 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 of directors and our Corporate Governance Gu

201、idelines 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 be elected to the Board if the number of vot

202、es 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 votes cast for such nominees election than vot

203、es 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 been obtained.Withheld votes have the same eff

204、ect 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 Board will act on the recommendation of the Nomi

205、nating/Corporate Governance Committee no later than 100 days following the certification of the shareholder vote.The Nominating/Corporate Governance Committee,in making its recommendation,and the Board,in making its decision,will evaluate such resignation in light of the best interests of Big Lots a

206、nd 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.JOB TITLE Big Lots ComboREVISION 8SERIAL DATE Friday,April 03,2015 JOB NUMBER 279505TYPEPAGE NO.9OPERATOR Jiomer

207、D-10-Determination of Director IndependenceThe Board affirmatively determined that,with the exception of Mr.Campisi,all of the directors nominated for election at the Annual Meeting are independent of Big Lots,its subsidiaries and its management under the standards set forth in the NYSE rules,and no

208、 director nominee has a material relationship with Big Lots,its subsidiaries or its management aside from his or her service as a director.Mr.Campisi is not an independent director due to his employment by Big Lots.In determining that each of the director nominees other than Mr.Campisi is independen

209、t,the Board considered charitable contributions to not-for-profit organizations of which these director nominees or their immediate family members are executive officers or directors and determined that each of the transactions and relationships it considered was immaterial and did not impair the in

210、dependence of any of the directors.Related Person TransactionsOur Corporate Governance Guidelines,Code of Business Conduct and Ethics,Code of Ethics for Financial Professionals,and human resources policies prohibit,without the consent of the Board or the Nominating/Corporate Governance Committee,dir

211、ectors,officers and employees from engaging in transactions that conflict with our interests or that otherwise usurp corporate opportunities.Pursuant to our written related person transaction policy,the Nominating/Corporate Governance Committee evaluates“related person transactions.”Consistent with

212、SEC rules,we consider a related person transaction to be any transaction,arrangement or relationship(or any series of similar transactions,arrangements or relationships):(1)involving more than$120,000 in which we and any of our directors,nominees for director,executive officers,holders of more than

213、five percent of our common shares,or their respective immediate family members were or are to be a participant;and(2)in which such related person had,has or will have a direct or indirect material interest.Under our policy,our directors,executive officers and other members of management are responsi

214、ble for bringing all transactions,whether proposed or existing,of which they have knowledge and which they believe may constitute related person transactions to the attention of our General Counsel.If our General Counsel determines that the transaction constitutes a related person transaction,our Ge

215、neral Counsel will notify the chair of the Nominating/Corporate Governance Committee.Thereafter,the Nominating/Corporate Governance Committee will review the related person transaction,considering all factors and information it deems relevant,and either approve or disapprove the transaction in light

216、 of what the Committee believes to be the best interests of Big Lots and our shareholders.If advance approval is not practicable or if a related person transaction that has not been approved is discovered,the Nominating/Corporate Governance Committee will promptly consider whether to ratify the rela

217、ted person transaction.Where advance approval is not practicable or we discover a related person transaction that has not been approved and the Committee disapproves the transaction,the Committee will,taking into account all of the factors and information it deems relevant(including the rights avail

218、able to us or other parties 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.Examples of factors and information that the Nominating/Corporate Governance Committee may c

219、onsider in its evaluation of a related person transaction include:(1)the reasons for entering into the transaction;(2)the terms of 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

220、of the transaction to each party;(6)the nature of the related persons interest in the transaction;(7)the potential impact of the transaction on the status of an independent director;and(8)the alternatives to the transaction.JOB TITLE Big Lots ComboREVISION 8SERIAL DATE Friday,April 03,2015 JOB NUMBE

221、R 279505TYPEPAGE NO.10OPERATOR JiomerD-11-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 responses to these questionnaires are reviewed by the Nominating/Cor

222、porate Governance Committee and our General Counsel to identify any potential conflicts of interest or potential related person transactions.We have not engaged in any related person transactions since the beginning of fiscal 2014.Boards Role in Risk OversightThe Board and its committees play an imp

223、ortant role in overseeing the identification,assessment and mitigation of risks that are material to us.In fulfilling this responsibility,the Board and its committees regularly consult with management to evaluate and,when appropriate,modify our risk management strategies.While each committee is resp

224、onsible for evaluating certain risks and overseeing the management of such risks,the entire Board is regularly informed about such risks through committee reports.The Audit Committee assists the Board in fulfilling its oversight responsibility relating to the performance of our system of internal co

225、ntrols,legal and regulatory compliance,our audit,accounting and financial reporting processes,and the evaluation of enterprise risk issues,particularly those risk issues not overseen by other committees.The Compensation Committee is responsible for overseeing the management of risks relating to our

226、compensation programs.The Nominating/Corporate Governance Committee manages risks associated with corporate governance,related person transactions,succession planning,and business conduct and ethics.The Public Policy and Environmental Affairs Committee,a management committee that reports to the Nomi

227、nating/Corporate Governance Committee,oversees management of risks associated with public policy,environmental affairs and social matters that may affect our operations,performance or public image.Corporate Governance GuidelinesOur Corporate Governance Guidelines,which comply with NYSE rules,can be

228、found in the Investor Relations section of our website()under the“Corporate Governance”caption.Code of Business Conduct and Ethics&Code of Ethics for Financial ProfessionalsWe have a Code of Business Conduct and Ethics,which applies to all of our directors,officers and employees.We also have a Code

229、of Ethics for Financial Professionals which applies to our principal executive officer,principal financial officer,principal accounting officer,controller and other persons performing similar functions.Both the Code of Business Conduct and Ethics and the Code of Ethics for Financial Professionals ar

230、e available in the Investor Relations section of our website()under the“Corporate Governance”caption.We intend to post amendments to or waivers from any applicable provision(related to elements listed under Item 406(b)of Regulation S-K)of the Code of Business Conduct and Ethics and the Code of Ethic

231、s for Financial Professionals(in each case,to the extent applicable to our principal executive officer,principal financial officer,principal accounting officer,controller or persons performing similar functions),if any,in the Investor Relations section of our website()under the“Corporate Governance”

232、caption.Compensation Committee Interlocks and Insider ParticipationDuring fiscal 2014,Messrs.Berger,hayes,Solt,Tener and Tishkoff served on 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

233、2014 had,a material interest in any related person transaction,as defined in Item 404 of Regulation S-K.None of our executive officers serve or,during fiscal 2014,served as a member of the board of directors or compensation committee of any other company that has or had an executive officer serving

234、as a member of the Board or our Compensation Committee.JOB TITLE Big Lots ComboREVISION 8SERIAL DATE Friday,April 03,2015 JOB NUMBER 279505TYPEPAGE NO.11OPERATOR JiomerD-12-Communications with the BoardShareholders and other parties interested in communicating directly with the Board,with specified

235、individual directors or with the non-employee 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 approved by the Nominating/Corporate G

236、overnance Committee for handling correspondence received by us and addressed to non-employee 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 correspondence that deals with the functions of

237、 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 accounting,internal accounting co

238、ntrols 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 anonymously or confidentially.DIRECTO

239、R COMPENSATIONUnder the Big Lots,Inc.Non-Employee Director Compensation Package established by the Board,each non-employee director is compensated for Board and committee participation in the form of retainers and fees and a restricted stock award.Retainers and FeesWe pay our non-employee directors

240、retainers and fees on a quarterly basis.Until May 29,2014,the retainers and fees we paid to non-employee directors for consisted of:(1)an annual retainer of$70,000 for each non-employee director other than the nonexecutive chair;(2)an annual retainer of$160,000 for the nonexecutive chair;(3)an annua

241、l 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 for each Audit Committee member;(6)an annual retainer of$10,000 for each Compensation Comm

242、ittee member and each Nominating/Corporate Governance Committee member;(7)donations by us in an aggregate annual amount up to$15,000 to charitable organizations nominated by the non-employee director;(8)matching charitable donations by us in an aggregate annual amount up to$15,000 to charitable orga

243、nizations to which the non-employee director makes contributions;and(9)the payment of$750 for each telephonic Board or committee meeting attended by the non-employee director in a fiscal quarter after the first telephonic meeting held by the Board or committee during such quarter.Effective May 29,20

244、14,the annual retainer for each non-employee director other than the nonexecutive chair increased to$80,000 and effective August 28,2014,the annual retainer for the nonexecutive chair increased to$170,000.During fiscal 2014,Messrs.Berger,Chambers,hayes,Mallott,Solt,Tener,Tishkoff,and Ms.Lauderback q

245、ualified as non-employee directors and,as a result,received compensation for their Board service.Due to our employment of Mr.Campisi as CEO in fiscal 2014,he did not qualify as a non-employee director and he did not receive compensation for his service as a director.The compensation received by Mr.C

246、ampisi as an employee is shown in the Summary Compensation Table included in this Proxy Statement.Restricted StockIn fiscal 2014,the non-employee directors also received a restricted stock award having a grant date fair value equal to approximately$110,000(2,550 common shares).The fiscal 2014 restri

247、cted stock awards were made in June 2014 under the Big Lots 2012 Long-Term Incentive Plan(“2012 LTIP”).The restricted stock awarded to the non-employee directors in fiscal 2014 will vest on the earlier of(1)the trading day immediately preceding the Annual Meeting or(2)the non-employee directors deat

248、h or disability(as that term is defined in the 2012 LTIP).however,the restricted stock will not vest if the non-employee director ceases to serve on the Board before either vesting event occurs.JOB TITLE Big Lots ComboREVISION 8SERIAL DATE Friday,April 03,2015 JOB NUMBER 279505TYPEPAGE NO.12OPERATOR

249、 JiomerD-13-Director Compensation Table for Fiscal 2014The following table summarizes the compensation earned by each non-employee director for his or her Board service in fiscal 2014.Name(a)Fees EarnedorPaid in Cash($)(b)StockAwards($)(1)(2)(c)OptionAwards($)(3)(d)Non-EquityIncentive PlanCompensati

250、on($)(e)Change inPensionValue andNonqualifiedDeferredCompensationEarnings($)(f)AllOtherCompensation($)(4)(g)Total($)(h)Mr.Berger105,000109,98228,800243,782Mr.Chambers100,750109,98225,000235,732Mr.hayes100,750109,9822,380213,112Ms.Lauderback100,750109,98224,500235,232Mr.Mallott195,750109,98233,300339

251、,032Mr.Solt110,750109,98219,560240,292Mr.Tener95,000109,98245,000249,982Mr.Tishkoff95,000109,98220,000224,982(1)Amounts in this column reflect the aggregate grant date fair value of the restricted stock awards granted to the non-employee directors in fiscal 2014 as computed in accordance with Financ

252、ial 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 2014 restricted stock award granted to each non-employee director,as computed in accordance with ASC 718,was based on i

253、ndividual awards of 2,550 common shares at a per common share value of$43.13 on the grant date(i.e.,$109,982 per non-employee director).In accordance with ASC 718 and the 2012 LTIP,the per common share grant date value is the average of the opening price and the closing price of our common shares on

254、 the NYSE on the grant date.(2)As of January 31,2015,each individual included in the table held 2,550 shares of restricted stock.(3)Prior to fiscal 2008,the non-employee directors received an annual stock option award under the Big Lots,Inc.Amended and Restated Director Stock Option Plan(“Director S

255、tock Option Plan”).The Director Stock Option Plan was terminated on May 30,2008 and no stock option awards were granted to any non-employee director in fiscal 2014.As of January 31,2015,only Mr.Mallott(20,000 common shares)held stock options to purchase our common shares.(4)Amounts in this column re

256、flect both matching contributions and payments made by us during fiscal 2014 to charitable organizations nominated by the specified directors pursuant to the Big Lots,Inc.Non-Employee Director Compensation Package during the year in which they were elected to serve on the Board.JOB TITLE Big Lots Co

257、mboREVISION 8SERIAL DATE Friday,April 03,2015 JOB NUMBER 279505TYPEPAGE NO.13OPERATOR JiomerD-14-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

258、 each holder of more than five percent of our common shares,each director,each of 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

259、 a review of and reliance upon their respective filings with the SEC.Except as otherwise indicated,all information is as of March 13,2015.Name of Beneficial Owner or Identity of GroupAmount and Nature ofBeneficial Ownership(1)Percent ofOutstandingCommon SharesLisa M.Bachmann280,229*Jeffrey P.Berger2

260、1,312*David J.Campisi159,911*James R.Chambers8,120*Richard J.Chene24,718*Peter J.hayes5,784*Timothy A.Johnson171,436*Brenda J.Lauderback5,822*Philip E.Mallott43,212*Michael A.Schlonsky91,201*Russell E.Solt10,887*James R.Tener24,312*Dennis B.Tishkoff13,587*The Vanguard Group,Inc.(2)4,116,0957.7%FMR,L

261、LC(3)3,640,1906.8%Sasco Capital,Inc.(4)3,560,0416.7%BlackRock,Inc.(5)3,242,4626.1%LSV Asset Management(6)2,932,9045.5%All directors and executive officers as a group(14 persons)881,5071.6%*Represents less than 1.0%of the outstanding common shares.(1)Each person named in the table has sole voting pow

262、er 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 60 days of March 13,2015 under stock options exerc

263、isable within that period.The number of common shares that may be acquired within 60 days of March 13,2015 under stock options exercisable within that period are as follows:Ms.Bachmann:176,563;Mr.Berger:0;Mr.Campisi:28,875;Mr.Chambers:0;Mr.Chene:5,000;Mr.hayes:0;Mr.Johnson:83,625;Ms.Lauderback:0;Mr.

264、Mallott:20,000;Mr.Schlonsky:53,750;Mr.Solt:0;Mr.Tener:0;Mr.Tishkoff:0;and all directors and executive officers as a group:372,813.(2)In its Schedule 13G/A filed on February 11,2015,The Vanguard Group,Inc.,100 Vanguard Blvd.,Malvern,PA 19355,stated that it beneficially owned the number of common shar

265、es reported in the table as of December 31,2014,had sole voting power over 36,530 of the shares,had sole dispositive power over 4,084,465 of the shares,had shared dispositive power over 31,630 of the shares,and had no shared voting power over any of the shares.In its Schedule 13G/A,this reporting pe

266、rson indicated that its wholly-owned subsidiaries,Vanguard Fiduciary Trust Company and Vanguard Investments Australia,Ltd.,were the beneficial owners of 31,630 and 4,900 common shares,respectively.(3)In its Schedule 13G/A filed on February 13,2015,FMR,LLC,245 Summer Street,Boston,MA 02210,stated tha

267、t it beneficially owned the number of common shares reported in the table as of December 31,2014,had sole voting power over 13,892 of the shares,had sole dispositive power over 3,640,190 of the shares,had no shared voting power or shared dispositive power over any of the shares.JOB TITLE Big Lots Co

268、mboREVISION 8SERIAL DATE Friday,April 03,2015 JOB NUMBER 279505TYPEPAGE NO.14OPERATOR JiomerD-15-(4)In its Schedule 13G/A filed on February 11,2015,Sasco Capital,Inc.,10 Sasco hill Road,Fairfield,CT 06824,stated that it beneficially owned the number of common shares reported in the table as of Decem

269、ber 31,2014,had sole voting power over 1,521,632 of the shares,had sole dispositive power over 3,560,041 shares,and had no shared voting power or shared dispositive power over any of the shares.(5)In its Schedule 13G/A filed on January 30,2015,BlackRock,Inc.,55 East 52nd Street,New York,NY 10022,sta

270、ted that it beneficially owned the number of common shares reported in the table as of December 31,2014,had sole voting power over 3,060,309 of the shares and sole dispositive power over all the shares,and had no shared voting power or shared dispositive power over any of the shares.(6)In its Schedu

271、le 13G filed on February 12,2015,LSV Asset Management,155 North Wacker Drive,Suite 4600,Chicago,IL 60606,stated that it beneficially owned the number of common shares reported in the table as of December 31,2014,had sole voting power over 1,630,319 of the shares and sole dispositive power over 2,932

272、,904 shares,and had no shared voting power or shared dispositive power over any of the shares.Section 16(a)Beneficial Ownership Reporting ComplianceSection 16(a)of the Securities Exchange Act of 1934,as amended(“Exchange Act”),requires our directors and executive officers,and persons who beneficiall

273、y own more than 10%of our outstanding common shares,to file with the SEC and the 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 Sec

274、tion 16(a)reports they file.Based upon a review of filings with the SEC and written 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 2014 with the reporting requirements of Section

275、16(a)of the Exchange Act,except Mr.hayes,a non-employee director,who inadvertently failed to disclose the sale of 411 of our common shares on March 21,2014.This transaction was reported on a Form 4 dated March 28,2014.EXECUTIVE COMPENSATION Compensation Committee ReportThe Compensation Committee rev

276、iewed and discussed the following Compensation Discussion and Analysis(“CD&A”)with management and,based on such review and discussion,the Compensation Committee recommended to the Board that the CD&A be included in this Proxy Statement and our Annual Report on Form 10-K for fiscal 2014(“Form 10-K”).

277、Members of the Compensation CommitteeRussell E.Solt,ChairJeffrey P.BergerPeter J.hayesJames R.Tener Dennis B.Tishkoff Compensation Discussion and Analysis This CD&A describes our executive compensation program for fiscal 2014 and certain elements of our executive compensation program for fiscal 2015

278、 and explains how the Board and the Compensation Committee of the Board(which we refer to as the“Committee”in this CD&A)made its compensation decisions for our named executive officers,who,for fiscal 2014,were:Mr.Campisi,our CEO and President;Mr.Johnson,our Executive Vice President,Chief Financial O

279、fficer;Ms.Bachmann,our Executive Vice President,Chief Operating Officer;Mr.Chene,our Executive Vice President,Chief Merchandising Officer;andMr.Schlonsky,our Senior Vice President,human Resources and Corporate Secretary.JOB TITLE Big Lots ComboREVISION 8SERIAL DATE Friday,April 03,2015 JOB NUMBER 27

280、9505TYPEPAGE NO.15OPERATOR JiomerD-16-Executive Summary Objectives of Executive Compensation ProgramThrough a balanced mix of salary,annual cash incentive awards and equity awards,the Committee and the Board seek to promote three primary objectives:(1)align the interests of executives and shareholde

281、rs through performance-linked compensation;(2)motivate executives to contribute to our success and reward them for their performance;and(3)attract and retain talented executives by paying compensation that is competitive with the compensation paid by the companies in our comparator groups.Company Pe

282、rformance for Fiscal 2014 In fiscal 2014,we focused on improving our financial and operating performance.We delivered solid and improved operating and financial results in fiscal 2014,including:positive comparable store sales in all four fiscal quarters and a 1.8%increase in comparable store sales f

283、or fiscal 2014;an increase of$52 million in net sales,an increase of 1%;$2.46 in diluted earnings per share from continuing U.S.operations,compared to$2.44 diluted earnings per share in fiscal 2013;an increase of 30 basis points in gross margin rate;return on invested capital(i.e.,net operating prof

284、it after-tax divided by invested capital)(“ROIC”)of 14.9%;total shareholder return of 73%;and$250 million returned to shareholders through share repurchases and approximately$28 million returned to shareholders through dividends.In fiscal 2014,our operating profit declined on a relative basis from f

285、iscal 2013(from$230.1 million to$224.5 million)but exceeded the amount projected by the Board in our fiscal 2014 corporate operating plan.We anticipated a decline in our operating profit as a result of the implementation of our strategic plan,which is designed to create long-term value for our share

286、holders.Named Executive Officer Compensation for Fiscal 2014 The principal elements of our executive compensation program remained the same in fiscal 2014:salary;annual cash incentive awards;and equity awards.however,given the commitment of the Committee and other outside directors to a pay-for-perf

287、ormance philosophy and our focus on improving our financial and operating performance in fiscal 2014,the Committee and other outside directors structured a significant portion of the compensation awarded to our named executive officers for fiscal 2014 as“at risk”or“variable”and dependent on our perf

288、ormance and/or the value of our common shares.The Committee believes this emphasis on at-risk and variable compensation advances the objectives of our executive compensation program.Specifically,the at-risk or variable compensation awarded to our named executive officers in fiscal 2014 included:Annu

289、al Cash Incentive Awards.Each named executive officer was eligible to receive a cash performance bonus based solely on our operating profit.The Committee and other outside directors selected operating profit as the sole financial measure because they believe it focuses our named executive officers o

290、n increasing our revenues and controlling our costs.The fiscal 2014 annual incentive awards were structured so that the target bonus would be earned only if we achieved the operating profit for fiscal 2014 projected in our annual corporate operating plan.Based on our$222,278,299 operating profit in

291、fiscal 2014,as adjusted and described below in the“Elements of our Executive Compensation for Fiscal 2014 Annual Incentive Award for Fiscal 2014”section of the CD&A,our named executive officers earned an annual incentive award for fiscal 2014 equal to 110%of their respective target bonus.JOB TITLE B

292、ig Lots ComboREVISION 8SERIAL DATE Friday,April 03,2015 JOB NUMBER 279505TYPEPAGE NO.16OPERATOR JiomerD-17-Performance Share Unit Awards.For the first time,all of our named executive officers received a significant portion(60%)of their equity awards in the form of performance share unit awards(“PSUs

293、”).The PSUs awarded to our named executive officers in fiscal 2014 will vest,if at all,after the completion of a three-year performance period based:(1)50%on our average EPS performance,excluding extraordinary items,for each of the three years during the performance period;(2)50%on our average ROIC

294、performance,excluding extraordinary items,for each of the three years during the performance period;and(3)on the named executive officers continued employment through the end of the performance period(except in the case of death,disability or retirement).The Committee and other outside directors sel

295、ected EPS and ROIC as the financial measures applicable to the PSUs to incentivize our named executive officers to achieve long-term financial results that we believe will create shareholder value.Based on EPS of$2.44 and ROIC of 14.9%,we achieved 99%of the targeted goal for EPS and 104%of the targe

296、ted goal for ROIC for the first year of the 2014 PSU three-year performance measurement period.This performance would equate to a 105%vesting factor,based on performance in the first year of the three-year performance period.Time-Vested Restricted Stock Unit Awards.The remaining portion(40%)of our n

297、ame executive officers equity awards took the form of time-vested restricted stock unit awards(“RSUs”).RSUs are primarily intended to align the interests of our named executive officers and our shareholders and help retain and motivate our named executive officers.The RSUs will vest ratably over thr

298、ee years from the grant date of the award if the participant remains employed by us through each annual vesting date(except in the case of death,disability,retirement,involuntary termination or constructive termination).The following graphs show the percentage of Mr.Campisis and our other named exec

299、utive officers total target compensation for fiscal 2014 that was at-risk or variable.2014 COMPENSATION AWARDEDMR.CAMPISI57%Performance-LinkedIncentive CompensationOTHER NEOS12%45%13%30%50%Performance-LinkedIncentive Compensation13%37%25%25%Salary and Other CompensationRestricted Stock Units AwardAn

300、nual Bonus Incentive AwardPerformance Share Units AwardJOB TITLE Big Lots ComboREVISION 8SERIAL DATE Friday,April 03,2015 JOB NUMBER 279505TYPEPAGE NO.17OPERATOR JiomerD-18-Executive Compensation Policies and Practices Our executive compensation policies and practices support good governance and mit

301、igate excessive risk taking and include the following:Policies and PracticesBig Lots Policies and PracticesPay for Performance In accordance with the Companys pay for performance philosophy,performance-linked compensation comprised 48%to 57%of the compensation awarded to our named executive officers

302、 in fiscal 2014.Stock Ownership Requirements All of our outside directors and Leadership Team members are subject to stock ownership requirements.Clawback Policy Our employment agreements with Mr.Campisi and Ms.Bachmann provide that any compensation paid to the executive pursuant to any agreement or

303、 arrangement between the executive and us will be subject to deduction and clawback to the extent required by any applicable law or stock exchange listing requirement or any policy adopted by us with respect to any such law or listing requirement.Anti-Hedging and Pledging Policy We do not allow our

304、directors or Leadership Team members to enter into any hedging,pledging or monetization transactions relating to our common shares.Independent Compensation Consultant The Committees independent compensation consultant,Exequity LLP(“Exequity”),is engaged directly by the Committee and performs service

305、s solely for the Committee.Independent Board Chairman We have separated our CEO and Chairman of the Board positions.No Dividends on Unearned Performance Awards We do not pay dividends on unearned performance awards.No Excise Tax Gross-ups for Change-in-Control PaymentsWe have eliminated any reimburs

306、ement for any“golden parachute”excise tax imposed under Section 4999 of the IRC in our employment agreements.2014 Annual Meeting Results and Shareholder EngagementAt our 2014 annual meeting of shareholders,we held an advisory vote of our shareholders regarding the fiscal 2013 compensation of our nam

307、ed executive officers as disclosed in our 2014 Proxy Statement(the“2014 say-on-pay vote”).Approximately 91%of votes cast voted in favor of our 2014 say-on-pay vote.The 2014 say-on-pay vote and discussions with shareholders before our 2014 annual meeting of shareholders suggested to us that the Compa

308、nys redesigned executive compensation program was generally supported by our shareholders and effectively responded to the concerns expressed by our shareholders over the previous two years.Since our 2014 annual meeting of shareholders,the Committee has considered the results of the 2014 say-on-pay

309、vote in its evaluation of our executive compensation program.Based on the strong support our shareholders expressed at our 2014 annual meeting of shareholders,the Committee did not make any changes to our executive compensation program as a result of the 2014 say-on-pay vote.Overview of our Executiv

310、e Compensation ProgramPhilosophy and Objectives of our Executive Compensation ProgramOur executive compensation program is designed to:Align the interests of executives and shareholders through performance-linked compensation.We pay annual incentive awards only if we meet or exceed corporate perform

311、ance goals.For fiscal 2014,we also awarded RSUs and PSUs.The PSUs vest only if we meet performance targets over a three-year performance period.For fiscal 2014,the targets the Committee established for the PSUs are based on EPS and ROIC,each of which account for 50%of the performance component of th

312、e PSUs.JOB TITLE Big Lots ComboREVISION 8SERIAL DATE Friday,April 03,2015 JOB NUMBER 279505TYPEPAGE NO.18OPERATOR JiomerD-19-Motivate executives to contribute to our success and reward them for their performance.We use the bonus and equity elements of our executive compensation program to motivate o

313、ur executives to improve our business,promote sustainable profitability and create shareholder value.These compensation elements incentivize our executives to meet or exceed the applicable corporate financial goals.Attract and retain talented executives by paying compensation that is competitive wit

314、h the compensation paid by the companies in our comparator groups.We believe most executives who consider joining our company expect to receive amounts and elements of compensation comparable to those offered by most companies in our comparator groups and/or their current employer.We believe the amo

315、unts and elements of compensation that we offer make us competitive within our comparator groups,and that offering competitive packages has enabled us in recent years to attract and retain talented executives.Executive Performance and Compensation Evaluation ProcessThe Committee leads the process fo

316、r establishing our annual executive compensation program,but seeks the approval of its compensation decisions from our other outside directors.The Committee believes that having all outside directors approve executive compensation is consistent with best practices in corporate governance.Additionall

317、y,as discussed in more detail below in the“Role of Management”and“Independent Compensation Consultant”sections of this CD&A,the Committee consults with management and may engage independent compensation consultants to take advantage of their expertise.Because of his direct knowledge of the performan

318、ce and contributions of the other members of our Leadership Team,our CEO provides the Board and Committee with(1)quarterly performance updates regarding each member of our Leadership Team beginning at our second quarter Board meeting and(2)an annual performance evaluation and compensation recommenda

319、tion for each such Leadership Team member in the first quarter of each fiscal year.The Committee also regularly conducts executive sessions to evaluate our CEOs performance.All of our outside directors participate in the most comprehensive evaluation of our CEOs performance which takes place at our

320、first quarter Board meeting.See the“Performance Evaluation”section of this CD&A for a discussion of the factors considered by our CEO,the Committee and the other outside directors when evaluating performance.At its March 2014 meeting,the Committee:reviewed and discussed the continued appropriateness

321、 of our executive compensation program,including its underlying philosophy,objectives and policies;reviewed and discussed Mr.Campisis performance,contributions and value to our business;reviewed and discussed Mr.Campisis performance evaluations and compensation recommendations for the other Leadersh

322、ip Team members;reviewed and discussed comparative compensation survey data;reviewed and analyzed tally sheets which included the total compensation awarded to each Leadership Team member during the immediately preceding two fiscal years;analyzed the potential payments to each Leadership Team member

323、 upon termination of employment and change in control events;considered internal pay equity by comparing the compensation of our CEO to the other members of our Leadership Team;prepared its fiscal 2014 compensation recommendations for each member of our Leadership Team;determined that a bonus was no

324、t payable under the 2006 Bonus Plan as a result of corporate performance in fiscal 2013;anddetermined,for the named executive officers,that the second triggers for their fiscal 2011,fiscal 2012,and fiscal 2013 time-vested restricted stock awards were not achieved and that the first trigger for their

325、 fiscal 2013 time-vested restricted stock award was achieved as a result of corporate performance in fiscal 2013.JOB TITLE Big Lots ComboREVISION 8SERIAL DATE Friday,April 03,2015 JOB NUMBER 279505TYPEPAGE NO.19OPERATOR JiomerD-20-The Committee then shared its compensation recommendations,including

326、the underlying data and analysis,with the other outside directors for their consideration and approval.The Committees recommendations were consistent with Mr.Campisis recommendations.At the March 2014 Board meeting,the outside directors discussed with the Committee the form,amount of,and rationale f

327、or the recommended compensation and,consistent with the Committees recommendations,finalized the compensation awards for the Leadership Team members.Performance Evaluation Our CEO,the Committee and our outside directors generally consider the following objective and subjective factors when evaluatin

328、g the performance of the members of our Leadership Team,although the factors considered may vary for each executive:long-term strategic goals;short-term business goals;profit and revenue goals;expense goals;operating margin improvement;same store sales growth versus the industry;earnings-per-share g

329、rowth;continued optimization of organizational effectiveness and productivity;leadership and the development of talent;andfostering teamwork and other corporate values.Our CEO,the Committee and the other outside directors do not assign any of these performance factors a specific weight when they eva

330、luate corporate performance or individual performance.Our CEO,the Committee and our other outside directors also consider the performance of our competitors,specific business challenges and general economic and market conditions in their performance evaluations.See the“Comparative Compensation Data”

331、section of this CD&A for more information regarding the impact that the competitive market has on our executive compensation program.Although the Committee and the other outside directors consider our CEOs recommendations,the Committee and the other outside directors may elect to not follow,and are

332、not bound by,our CEOs recommendations on executive compensation.Our CEO,the Committee and the outside directors may consider different factors and may value the same factors differently.The following items of corporate and individual performance were most significant in determining the base salary a

333、nd equity awards provided to our named executive officers for fiscal 2014.Mr.Campisi:(1)Implemented and executed a multi-year strategic planning process designed to better meet the expectations of our customers,improve the corporate culture for our employees and create value for our shareholders;(2)Recruited and effectively integrated a significant portion of our Leadership Team;(3)Improved our me