Big Lots Inc. (BIG) 2016年年度報告「NYSE」.pdf

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1、2016 ANNUAL REPORT?OUR CORE CUSTOMER:JENNIFERJennifer is one of the most popular names in our Big Lots Buzz Club Rewards program.So its the name weve chosen to represent our target audiencethe person most likely to shop often at Big Lots!OUR MISSION Guided by an understanding of our core customer Je

2、nnifer,our mission is simple:Surprises in every aisle,every day.OUR VISIONRecognized for providing an outstanding shopping experience for our customers,valuing and developing our associates,and creating growth for our shareholders.Big Lots reached an important milestone in 2016,one many companies ma

3、y never experience.We celebrated our 30-year anniversary listed on theNew York Stock Exchange,highlighted by our Executive Leadership Teamclosing the NYSE at a bell ringing ceremony in late September.It was a thrillfor me and a good reminder of the importance of staying relevant in todays highly com

4、petitive retail environment.In the most recent year,many well-known retailers closed stores or ceased operations altogether despite a history of success and growth.I believe this highlights the ever-changing competitive landscape in brick-and-mortar retail today.It further emphasizes how critical it

5、 is to evolve,adapt,and keep pace with the industry as it reacts to the pressures from new technologies or shifts in customer buying trends.Companies such as ourscant“hope”to stay relevant hope is not a strategy.Our strategy,which we call the SPP or Strategic PlanningProcess,is built on the three pi

6、llars of Jennifer(our target customer),our Associates,and our Shareholders.Over the last three years,the SPP focused on the fundamentals of our businessstabilizing and improving the consistency of our operating performance by:Fixing the merchandising model through“Edit to Amplify”and QBFV(Quality,Br

7、and,Fashion,Value)Increasing marketing messaging on digital channels and social media,where Jennifer gets her informationDeveloping and launching an e-commerce platformbecause Jennifer told us online shopping is important to herStrengthening in-store execution to improve the shopping experience for

8、Jennifer through the tools of theStore RevolutionInvesting in and developing our most valuable assetour associates35,000 strong across the country?expense growth below sales growthDavid J.Campisi|?and PresidentPhoto by Gregory HeislerDEAR SHAREHOLDERSBig Lots,Inc.|2016 Annual ReportOur results over

9、the three-year period suggest thestrategy is working with 12 consecutive quarters of?operating margin expansion,record EPS in 2016,and the return of over$800 million of cash to you,our shareholders.I am very proud of what has been accomplished and our teams ability to deliver on what we said wewould

10、 do.But I believe we are still at the beginningof the beginning and staying relevant for the next30 years requires raising our game?Big Lots shopping experience from any other in retail.OWNABLE AND WINNABLE CATEGORIESOur merchandising strategy has evolved to a clearfocus on our OWNABLE and WINNABLE

11、merchandise categories.The disciplines of“Edit to Amplify”and QBFV have been fully integrated into our culture,and the teams are looking to the future and how we will go to market,change,and stay relevant.OwnableThe OWNABLE categories of Furniture and Seasonal(Lawn&Garden and Christmas Trim)create r

12、elevancewith trend-right,tasteful assortments serving asa destination for Jennifer.We have meaningful opportunities for sales growth potential in the future,market share gains,and an overall enhancement toour brand image.For example,the Bigger,BetterFurniture Department has new choices in upholstery

13、and mattresses,furniture vignettes,and lifestyle photography displaying assortments with decoratingsolutions from multiple merchandise categories,a?and an extended warranty program through the Big Coverage Plan.Jennifer has responded positively?undertaking for our team,and I truly appreciate the?was

14、 involved and contributed.WinnableThe WINNABLE categories of Soft Home,Food,and Consumables allow us to be relevant with anenhanced quality and value message.We recognize?assortments or expertise in closeouts,giving us sustainable advantages to“win”in each.BRAND IDENTITYIt pains me to hear friends o

15、r colleagues refer to our Company with brand names from the past OddLots,Pic N Save,and Mac Frugals,just to name a few.They represent a historical paradigm that doesnt?improvements and strategic evolution have notfully resonated with customers.For instance,eventoday,many Jennifers are surprised to l

16、earn we sellFurniturean OWNABLE category and our largest business.This is a huge opportunity and a goodexample of why we are still at the beginning of the beginning.We engaged the help of an outside?understanding of Jennifer and how she shops,and help us understand what she thinks about Big Lots.Thi

17、s is notjust retail speak its about how we talk to her,how we create anenvironment where she is part of our family,and how we make an emotional connection with her.STORE OF THE FUTUREIn addition,weve enlisted the talents of a second company to further our thinking on in-store design and the shopping

18、experience for Jennifer.?crowded,overstored,retail environment,and we believe there is an opportunity to create a fun,engaging shopping experience.The two companiesare working together to help us understand the“store of the future”and what it might look like.We know we want to“showcase”our OWNABLE a

19、nd WINNABLE merchandise categories,but were?BIG experience and enhance our brand identity.Ourgoal is to test ideas in a couple of markets in 2017 and measure the response and feedback from our bossJennifer.Not all stores are created equal.?etc.Were looking for options to understand where?sales,and c

20、ategory standpoint.The tests will be readcarefully before moving forward.Its a multi-multi-year project,but were excited to get started.ITS FOR THE KIDSEarly in the development of our SPP,the Big Lots Foundation was launched with a goal of strengthening the Companys philanthropic?The Foundation focu

21、ses on four key needs of our community:hunger,housing,healthcare,andeducation.We believe this focus aligns with our Company values and supports basic needs of families and children.In just two short years,thepassion of our associates and customers,along with the generosity of our supplier partners,h

22、asenabled us to raise over$10 million through nationalpoint of sale campaigns and our Big Lots Golf Classic.Since its launch,our Foundation has supported?including such organizations as Nationwide Childrens Hospital,YWCA,Mid-Ohio Food Bank,KIPP Columbus,and the American Heart Association to name jus

23、t a few.But our most distinguishing Foundation moment to date occurred in August 2016when we announced a$50 million commitmentto Nationwide Childrens Hospital to support their ground-breaking plans for research,treatment,and?to support pediatric behavioral health and with oursupport,the Big Lots Beh

24、avioral Health Pavilion atNationwide Childrens Hospital is slated to open inearly 2020.ONE TEAM,ONE GOALWe have worked very hard to create an environment that attracts,engages,and develops the best and brightest talent in the industry.Again this year,wecompleted our annual Associate Survey to measur

25、e progress and create a path to building uponour already strong company culture.The teams?last years record response and well above retailnorms.Our engagement scores continue to rise,and the Companys culture has never been stronger.I truly appreciate the candor and transparency from the team.Their h

26、onest and direct feedback allowsus to improve with the goal of making Big Lots an employer of choice.Its clear our associates are highlyengaged and understand the strategy.I want to thank our associates in our stores,?are“One Team with One Goal,”and 2016 is anothergreat example of how we are winning

27、 together.Andto our shareholders,I want to thank you for your support on behalf of the entire Big Lots organization,our Board of Directors,and our associates.Sincerely,David J.Campisi?yBig Lots,Inc.|2016 Annual Report201620152014EARNINGS DATANet sales$5,200,439$5,190,582$5,177,078Net sales increase0

28、.2%0.3%1.0%Income from continuing operations(a)$167,162$153,539$136,661Income from continuing operations increase(decrease)(a)8.9%12.4%(3.7)%Earnings from continuing operations per share-diluted(a)$3.64$3.01$2.46 Earnings from continuing operations per share-diluted increase(a)20.9%22.4%0.4%Dividend

29、s declared per share(e)$0.84$0.76$0.51 Average diluted common shares outstanding(000s)45,974 50,96455,552Gross margin-%of net sales40.4%39.8%39.5%Selling and administrative expenses-%of net sales(a)32.8%32.6%32.8%Depreciation expense-%of net sales2.3%2.4%2.3%?(a)5.2%4.9%4.3%Non-operating expense,inc

30、luding interest-%of net sales(0.1)%(0.2)%(0.0)%Income from continuing operations-%of net sales(a)3.2%3.0%2.6%BALANCE SHEET DATA AND FINANCIAL RATIOSCash and cash equivalents$51,164$54,144$52,261Inventories858,689 849,982 851,669 Property and equipment-net 525,851559,924 550,555Total assets1,607,707

31、1,640,370 1,635,891 Borrowings under bank credit facility106,40062,300 62,100 Shareholders equity 650,630720,470 789,550Working capital$315,784$315,984$411,446 Current ratio1.51.51.7Inventory turnover3.5 3.53.5Bank borrowings to total capitalization14.1%8.0%7.3%Return on assets-continuing operations

32、(a)10.3%9.4%8.1%Return on invested capital-continuing operations(a)21.7%18.8%14.9%CASH FLOW DATACash provided by operating activities(b)$311,925$342,352$318,562 Cash used in investing activities(c)(84,701)(113,193)(90,749)?(d)227,224229,159227,813Cash paid for dividends(e)(38,466)(38,530)(27,828)Cas

33、h used in share repurchase programs$(250,000)$(200,000)$(250,000)STORE DATA?1,4321,4491,460 Comparable store sales increase0.9%1.8%1.8%Average sales per store$3,610$3,569$3,506Gross square footage(000s)44,570 44,91445,134 Selling square footage(000s)31,519 31,775 32,006 Decrease in selling square fo

34、otage(0.8)%(0.7)%(2.2)%Average selling square footage per store 22,01121,92921,922FINANCIAL HIGHLIGHTS?(b)?(c)?(d)?(e)?FISCAL YEAR(Unaudited Adjusted Results)?)?(b)(c)(d)201420152016$240,000$230,000$220,000$210,000$200,000$227,813$229,159$227,224Return on invested capital continuing operations(a)201

35、42015201624.0%22.0%20.0%18.0%16.0%14.0%12.0%10.0%14.9%18.8%21.7%Earnings fromcontinuing operations per share diluted(a)201420152016$3.75$3.50$3.25$3.00$2.75$2.50$2.25$2.00$3.64$3.01$2.46Big Lots,Inc.|2016 Annual Report?information for the period presented.The Unaudited Adjusted Results should not be

36、 construed as an alternative to the reported?companies.While it is not possible to predict future results,our management believes that the adjusted non-GAAP information is useful for the assessment of our ongoing operations.The Unaudited Adjusted Results should be read in conjunction with our Consol

37、idated?FISCAL 2016T?Adjustment To Exclude Pension CostsDuring 2016,we recognized a total of$27,766($16,790,net of tax)for costs associated with our decision to terminate both?professional fees in support of the actions to facilitate the plan terminations,which resulted in an increase of selling anda

38、dministrative expenses.Gain On Sale Of Real Estate?owned and operated store in California which resulted in a decrease of selling and administrative expenses.FISCAL 2015T?plans and a loss contingency,as described and reconciled below($in thousands):Adjustment To Exclude Pension CostsDuring 2015,we r

39、ecognized a total of$12,932($7,820,net of tax)for costs associated with our decision to terminate both our?fees in support of the actions to facilitate the plan terminations,which resulted in an increase of selling and administrative expenses.Adjustment To Exclude Loss Contingency?legal matters whic

40、h resulted in an increase of selling and administrative expenses.Selling and administrative expenses$1,731,00633.3%$(27,766)$3,823$1,707,06332.8%?Income tax expense91,4581.810,976(1,412)101,0221.9Income from continuing operations152,7832.916,790(2,411)167,1623.2Net income$152,8282.9%$16,790$(2,411)$

41、167,2073.2%Earnings per common share-diluted:(f)Continuing operations$3.32$0.37$(0.05)$3.64Net income$3.32$0.37$(0.05)$3.64Selling and administrative expenses$1,708,71732.9%$(12,932)$(4,487)$1,691,29832.6%?Income tax expense83,8421.65,1121,77690,7301.7Income from continuing operations143,0082.87,820

42、2,711153,5393.0Net income$142,8732.8%$7,820$2,711$153,4043.0%Earnings per common share-diluted:(f)Continuing operations$2.81$0.15$0.05$3.01Net income$2.80$0.15$0.05$3.01?Unaudited Adjusted Results(non-GAAP)Gain onsale of real estateAdjustmentto exclude pension costsReported(GAAP)FISCAL YEAR 2016Unau

43、dited Adjusted Results(non-GAAP)Adjustmentto excludelosscontingencyAdjustmentto excludepension costsReported(GAAP)?FISCAL YEAR 2015?PresidentDavid J.CampisiExecutive Vice PresidentsLisa M.BachmannChief Merchandising&?Timothy A.JohnsonC?Michael A.SchlonskyHuman Resources&Store OperationsSenior Vice P

44、residentsMichelle D.ChristensenGeneral Merchandise ManagerCraig A.HartPlanning,Allocation&ReplenishmentStella M.KeaneTalent ManagementNicholas E.PadovanoStore OperationsRonald A.Robins,Jr.General Counsel&Corporate SecretaryCarlos V.RodriguezDistribution&Transportation ServicesPaul A.SchroederControl

45、ler&TreasurerStewart W.Wenerstrom?Martha A.Withers-HallGeneral Merchandise ManagerBoard of Directors?rey P.Bergerformer President&?former Executive Vice PresidentGlobal FoodserviceH.J.Heinz CompanyDavid J.CampisiC?Big Lots,Inc.James R.Chambersformer President&?Weight Watchers International,Inc.Marla

46、 C.Gottschalkfo?Pampered Chef,Ltd.Cynthia T.Jamisonfo?AquaSpy,Inc.Philip E.MallottChairman of the Board?former Vice President&?Intimate Brands,Inc.Nancy A.Reardonformer Senior Vice President&Chief Human Resources and?Campbell Soup CompanyWendy L.Schoppertformer Executive Vice President&?Select Comfo

47、rt CorporationRussell E.Soltformer Executive Vice President&?West Marine,Inc.Big Lots,Inc.|2016 Annual ReportDIRECTORS&EXECUTIVESBig Lots,Inc.300 Phillipi RoadColumbus,Ohio 43228April 11,2017Dear Big Lots Shareholder:We cordially invite you to attend the 2017 Annual Meeting of Shareholders of Big Lo

48、ts,Inc.The AnnualMeeting will be held at our corporate offices located at 300 Phillipi Road,Columbus,Ohio,on May 25,2017,beginning at 9:00 a.m.Eastern Time.The following pages contain the Notice of Annual Meeting of Shareholders and the Proxy Statement.You should review this material for information

49、 concerning the business to be conducted at the AnnualMeeting.Your vote is important.Whether or not you plan to attend the Annual Meeting,we urge you to vote assoon as possible.Voting by proxy in any of the ways described in the Proxy Statement will not preventyou from attending the Annual Meeting o

50、r voting in person.Thank you for your ongoing support of,and continued interest in,Big Lots,Inc.Respectfully submitted,PHILIP E.MALLOTTChairmanDAVID J.CAMPISIChief Executive Officer and PresidentNOTICE OF 2017 ANNUAL MEETING OF SHAREHOLDERSThursday,May 25,20179:00 a.m.Eastern Time300 Phillipi Road,C

51、olumbus,OhioWe are pleased to invite you to the 2017 Annual Meeting of Shareholders of Big Lots,Inc.The meetingwill be held at our corporate offices located at 300 Phillipi Road,Columbus,Ohio,on May 25,2017,beginning at 9:00 a.m.Eastern Time,for the following purposes:1.To elect as directors the nin

52、e nominees named in our accompanying Proxy Statement;2.To consider and vote upon a proposal to approve the Big Lots 2017 Long-Term IncentivePlan;3.To approve,on an advisory basis,the compensation of our named executive officers;4.To approve,on an advisory basis,the frequency of our future advisory v

53、otes on thecompensation of our named executive officers;5.To ratify the appointment of Deloitte&Touche LLP as our independent registered publicaccounting firm for fiscal 2017;and6.To transact such other business as may properly come before the Annual Meeting.Only shareholders of record at the close

54、of business on the record date,March 27,2017,are entitled tonotice of and to vote at the Annual Meeting and any postponement or adjournment thereof.Furtherinformation regarding voting rights and matters to be voted upon is presented in this proxy statement.By Order of the Board of Directors,Ronald A

55、.Robins,Jr.Senior Vice President,General Counsel and Corporate SecretaryApril 11,2017Columbus,OhioYour vote is important.Shareholders are urged to vote online.If you attend the Annual Meeting,you may revoke your proxy and vote in person if you wish,even if you have previouslysubmitted a proxy.BIG LO

56、TS,INC.PROXY STATEMENTTABLE OF CONTENTSABOUT THE ANNUAL MEETING.1PROPOSAL ONE.6GOVERNANCE.10DIRECTOR COMPENSATION.16STOCK OWNERSHIP.18PROPOSAL TWO.20EXECUTIVE COMPENSATION.32PROPOSAL THREE.69PROPOSAL FOUR.70AUDIT COMMITTEE DISCLOSURE.71PROPOSAL FIVE.73SHAREHOLDER PROPOSALS.74PROXY SOLICITATION COSTS

57、.74OTHER MATTERS.74APPENDIX A.A-1PROXY 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 2017 Annual Meeting ofShareholders to be held on May 25,2017(“Annual Meeting”).Th

58、e Annual Meeting will be held at ourcorporate offices located at 300 Phillipi Road,Columbus,Ohio at 9:00 a.m.Eastern Time.On or about April 11,2017,we began mailing to our shareholders of record at the close of business onMarch 27,2017 a Notice of Internet Availability containing instructions on how

59、 to access the Notice ofAnnual Meeting of Shareholders,this Proxy Statement and our Annual Report to Shareholders for ourfiscal year ended January 28,2017(“fiscal 2016”).ABOUT THE ANNUAL MEETINGPurpose of the Annual MeetingAt the Annual Meeting,shareholders will act upon the matters outlined in the

60、Notice of Annual Meetingincluded with this Proxy Statement.Specifically,the shareholders will be asked to:(1)elect nine directors to the Board;(2)approve the Big Lots 2017 Long-Term Incentive Plan(“2017 LTIP”);(3)approve,on an advisory basis,the compensation of our named executive officers,as disclo

61、sed inthis Proxy Statement pursuant to Item 402 of Regulation S-K,including the CompensationDiscussion and Analysis,compensation tables and the narrative discussion accompanying thetables(“say-on-pay vote”);(4)approve,on an advisory basis,the frequency of our future advisory votes on the compensatio

62、nawarded to our named executive officers;(5)ratify the appointment of Deloitte&Touche LLP as our independent registered public accountingfirm for our fiscal year ending February 3,2018(“fiscal 2017”);and(6)transact such other business as may properly come before the Annual Meeting.Shareholder Voting

63、 RightsOnly those shareholders of record at the close of business on March 27,2017,the record date for theAnnual Meeting,are entitled to receive notice of,and to vote at,the Annual Meeting.At the recorddate,we had outstanding 44,786,322 common shares,$0.01 par value per share.Each of theoutstanding

64、common shares entitles the holder thereof to one vote on each matter to be voted upon atthe Annual Meeting or any postponement or adjournment thereof.The holders of our common shareshave no cumulative voting rights in the election of directors.All voting at the Annual Meeting will begoverned by our

65、Amended Articles of Incorporation,our Code of Regulations and the Ohio GeneralCorporation Law.1Registered Shareholders and Beneficial ShareholdersIf your common shares are registered in your name directly with our transfer agent,ComputershareInvestor Services,LLC,you are considered a holder of recor

66、d(which we also refer to as a registeredshareholder).If you hold our common shares in a brokerage account or through a bank or other holderof record,you are considered the beneficial shareholder of the common shares,which shares are oftenreferred to as being held in“street name.”Internet Availabilit

67、y of Proxy MaterialsIn accordance with rules adopted by the Securities and Exchange Commission(“SEC”),instead ofmailing a printed copy of our proxy materials to each shareholder of record,we are permitted to furnishour proxy materials,including the Notice of Annual Meeting of Shareholders,this Proxy

68、 Statement andour 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.Webelieve furnishing proxy materials to our shareholders on the Internet will allow us to provi

69、de ourshareholders with the information they need,while reducing the costs of delivery of our proxy materialsand the environmental impact of the Annual Meeting.A Notice of Internet Availability that provides instructions for accessing our proxy materials on theInternet was mailed directly to registe

70、red shareholders.The Notice of Internet Availability also providesinstructions 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 shouldfollow the instructions provided in the N

71、otice of Internet Availability for requesting such copies.A notice that directs our beneficial shareholders to the website where they can access our proxymaterials should be forwarded to each beneficial shareholder by the broker,bank or other holder ofrecord who is considered the registered sharehol

72、der with respect to the common shares of thebeneficial shareholder.Such broker,bank or other holder of record should also provide to thebeneficial shareholders instructions on how the beneficial shareholders may request a paper or emailcopy of our proxy materials.Beneficial shareholders have the rig

73、ht to direct their broker,bank or otherholder of record on how to vote their common shares by following the voting instructions they receivefrom their broker,bank or other holder of record.To enroll in the electronic delivery service for future shareholder meetings,use your Notice of InternetAvailab

74、ility(or proxy card,if you received printed copies of the proxy materials)to register online and,when prompted,indicate that you agree to receive or access shareholdercommunications electronically in future years.Attendance at the Annual MeetingAll of our shareholders as of the record date,or their

75、duly appointed proxies,may attend the AnnualMeeting.Registration and seating will begin at 8:30 a.m.Eastern Time,and the Annual Meeting willbegin at 9:00 a.m.Eastern Time.If you attend the Annual Meeting,you may be asked to present validphoto identification,such as a drivers license or passport.Came

76、ras,recording devices and otherelectronic devices will not be permitted at the Annual Meeting.If you hold your common shares as abeneficial shareholder,you may also be asked to present a copy of a brokerage or bank statementreflecting your beneficial ownership of our common shares as of the record d

77、ate.2How to VoteRegistered HoldersAfter receiving the Notice of Internet Availability(or proxy card,if you received printed copies of theproxy materials),registered shareholders are urged to visit to access our proxymaterials.You will have the opportunity to vote your common shares online at until M

78、ay 24,2017 at 11:59 p.m.Eastern Time.When voting online,you must follow the instructionsposted on the website and you will need the control number included on your Notice of InternetAvailability(or proxy card,if applicable).If,after receiving the Notice of Internet Availability,yourequest(via toll-f

79、ree telephone number,e-mail or online)that we send you paper or electronic copies ofour proxy materials,you may vote your common shares by completing,dating and signing the proxycard included with the materials and returning it in accordance with the instructions provided.Yourcommon shares will be v

80、oted as you direct if(1)you properly complete your proxy online,(2)youcomplete,date,sign and return your proxy card no later than 11:59 p.m.Eastern Time on May 24,2017 or(3)you are a registered shareholder,attend the Annual Meeting and deliver your completedproxy card in person.A registered sharehol

81、der may revoke a proxy at any time before it is exercised by filing with ourCorporate Secretary a written notice of revocation or duly executing and delivering to the Company aproxy bearing a later date.A registered shareholder may also revoke a proxy by attending the AnnualMeeting and giving writte

82、n notice of revocation to the secretary of the meeting.Attendance at theAnnual Meeting will not by itself revoke a previously granted proxy.Beneficial OwnersBeneficial shareholders should follow the procedures and directions set forth in the materials theyreceive from the broker,bank or other holder

83、 of record who is the registered holder of their commonshares to instruct such registered holder how to vote those common shares or revoke previously givenvoting instructions.Please contact your broker,bank or other holder of record to determine theapplicable deadlines.Beneficial shareholders who wi

84、sh to vote at the Annual Meeting will need toobtain and provide to the secretary of the meeting a completed form of proxy from the broker,bank orother 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

85、owners in streetname may vote such common shares on“routine”matters(as determined under New York StockExchange(“NYSE”)rules),such as Proposal Five,without specific voting instructions from thebeneficial owner of such common shares.Such brokers,banks and other holders of record may not,however,vote s

86、uch common shares on“non-routine”matters,such as Proposal One,Proposal Two,Proposal Three and Proposal Four without specific voting instructions from the beneficial owner ofsuch common shares.Proxies submitted by such brokers,banks and other holders of record that havenot been voted on“non-routine”m

87、atters are referred to as“broker non-votes.”Broker non-votes will notbe counted for purposes of determining the number of common shares necessary for approval of anymatter to which broker non-votes apply(i.e.,broker non-votes will have no effect on the outcome ofsuch matter).HouseholdingSEC rules al

88、low multiple shareholders residing at the same address the convenience of receiving asingle copy of the Annual Report to Shareholders,proxy materials and Notice of Internet Availability ifthey consent to do so(“householding”).Householding is permitted only in certain circumstances,including when you

89、 have the same last name and address as another shareholder.If the required3conditions are met,and SEC rules allow,your household may receive a single copy of the AnnualReport to Shareholders,proxy materials and Notice of Internet Availability.Upon request,we willpromptly deliver a separate copy of

90、the Annual Report to Shareholders,proxy materials and Notice ofInternet Availability,as applicable,to a shareholder at a shared address to which a single copy of thedocument(s)was delivered.Such a request should be made in the same manner as a revocation ofconsent for householding.You may revoke you

91、r consent for householding at any time by contacting Broadridge FinancialSolutions,Inc.(“Broadridge”),either by calling 1-800-542-1061,or by writing to:Broadridge,Householding Department,51 Mercedes Way,Edgewood,New York 11717.You will be removed fromthe householding program within 30 days of receip

92、t of your instructions at which time you will be sentseparate copies of the documents.Beneficial shareholders can request more information about householding from their brokers,banks orother holders of record.Boards RecommendationsSubject to revocation,all proxies that are properly completed and tim

93、ely received will be voted inaccordance with the instructions contained therein.If no instructions are given(excluding broker non-votes),the persons named as proxy holders will vote the common shares in accordance with therecommendations of the Board.The Boards recommendations are set forth together

94、 with thedescription of each proposal in this Proxy Statement.In summary,the Board recommends a vote:1.FOR the election of its nominated slate of directors(see Proposal One);2.FOR the approval of the 2017 LTIP(see Proposal Two);3.FOR the approval,on an advisory basis,of the compensation of our named

95、 executive officers,as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K,including theCompensation Disclosure and Analysis,compensation tables and the narrative discussionaccompanying the tables(see Proposal Three);4.FOR the approval,on an advisory basis,of holding future advi

96、sory votes on the compensationof our named executive officers every ONE YEAR(see Proposal Four);and5.FOR the ratification of Deloitte&Touche LLP as our independent registered public accountingfirm for fiscal 2017(see Proposal Five).If any other matter properly comes before the Annual Meeting,or if a

97、 director nominee named in thisProxy Statement is unable to serve or for good cause will not serve,the proxy holders will vote on suchmatter 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 sharese

98、ntitled to vote at the Annual Meeting will constitute a quorum and permit us to conduct our business atthe Annual Meeting.Proxies received but marked as abstentions and broker non-votes will be includedin the calculation of the number of common shares considered to be present at the Annual Meeting f

99、orpurposes of establishing a quorum.4Vote Required to Approve a ProposalProposal OneOur Corporate Governance Guidelines contain a majority vote policy and our Amended Articles ofIncorporation impose a majority vote standard applicable to the uncontested election of directors.Specifically,Article Eig

100、hth of our Amended Articles of Incorporation provides that if a quorum is presentat the Annual Meeting,a director nominee in an uncontested election will be elected to the Board if thenumber of votes cast for such nominees election exceeds the number of votes cast against and/orwithheld from such no

101、minees election.In all director elections other than uncontested elections,thenine director nominees receiving the greatest number of votes cast for their election will be elected asdirectors.An“uncontested election”means an election of directors at a meeting of shareholders inwhich the number of di

102、rector nominees does not exceed the number of directors to be elected.A properly executed proxy marked as withholding authority with respect to the election of one or morenominees for director will not be voted with respect to the nominee or nominees for director indicated,which will have the same e

103、ffect as a vote against the nominee or nominees.Broker non-votes will notbe considered votes cast for or against or withheld from a director nominees election at the AnnualMeeting.See the“Governance Majority Vote Policy and Standard”section of this Proxy Statement for moreinformation about our major

104、ity vote policy and standard.Other MattersFor purposes of Proposal Two,Proposal Three and Proposal Five,the affirmative vote of the holders ofa majority of the common shares represented in person or by proxy and entitled to vote on each suchmatter will be required for approval.For purposes of Propos

105、al Four,the frequency alternative thatreceives the affirmative vote of the holders of a plurality of the common shares represented in personor by proxy and entitled to vote on the matter will be approved.The votes received with respect toProposal Three,Proposal Four and Proposal Five are advisory an

106、d will not bind the Board or us.Aproperly executed proxy marked“abstain”with respect to Proposal Two,Proposal Three,ProposalFour and Proposal Five will not be voted with respect to such matter,although it will be counted forpurposes of determining the number of common shares necessary for approval o

107、f Proposal Two,Proposal Three and Proposal Five.Accordingly,an abstention will have the effect of a vote againstProposal Two,Proposal Three and Proposal Five.If no voting instructions are given(excluding brokernon-votes),the persons named as proxy holders on the proxy card will vote the common share

108、s inaccordance with the recommendation of the Board.5PROPOSAL ONE:ELECTION OF DIRECTORSAt the Annual Meeting,the common shares represented by proxies will be voted,unless otherwisespecified,for the election of the nine director nominees named below.Proxies cannot be voted at theAnnual Meeting for mo

109、re than nine persons.Directors are elected to serve until the next annualmeeting of shareholders and until their respective successors are elected and qualified,or until theirearlier death,resignation or removal.Set forth below is certain information related to the nominees.Director IndependenceTenu

110、reAgeGender Diversity18432414522Independent DirectorsExecutive Officer 10 years45-55 years old56-60 years old61-65 years old66-70 years oldMenWomenAge:67Director since:2006Committees:Compensation Nominating/CorporateGovernance(Chair)JEFFREY P.BERGERMr.Berger is the former Executive Vice President,Gl

111、obal Foodservice of H.J.HeinzCompany(food manufacturer and marketer),and President and Chief ExecutiveOfficer of Heinz North America Foodservice(food manufacturer and marketer).Qualifications:Mr.Bergers qualifications to serve on the Board include his 14 yearsof experience as a chief executive of a

112、multibillion dollar company,his service onanother public company board and his qualification as an“audit committee financialexpert,”as defined by applicable SEC rules.Other Directorships:GNC Holdings,Inc.(health and wellness specialty retailer)where he a member of the nominating and corporate govern

113、ance committee and amember of the audit committee.Age:61Director since:2013Committees:noneDAVID J.CAMPISIChief Executive Officer(“CEO”)and President of Big Lots,Inc.Before joining Big Lots in May 2013,Mr.Campisi served as the Chairman and ChiefExecutive Officer of Respect Your Universe,Inc.(activewe

114、ar retailer).Mr.Campisipreviously served as the Chairman,President and Chief Executive Officer of TheSports Authority,Inc.(sporting goods retailer).Prior to that,Mr.Campisi served asExecutive Vice President and General Merchandise Manager,Womens Apparel,Accessories,Intimates and Cosmetics of Kohls C

115、orporation(department storeretailer).Qualifications:Mr.Campisis qualifications to serve on the Board include his day-to-day leadership as Chief Executive Officer and President of Big Lots,strong leadershipskills,proven management capabilities,and more than 30 years of diverse retailexperience.6Age:5

116、9Director since:2012Committees:Compensation Nominating/CorporateGovernanceJAMES R.CHAMBERSMr.Chambers is the former President and Chief Executive Officer and director ofWeight Watchers International,Inc.(weight management services provider).Mr.Chambers previously served as President of the US Snacks

117、 and Confectionerybusiness unit and General Manager of the Immediate Consumption Channel of KraftFoods Inc.(food manufacturer).Mr.Chambers also served as President and CEO ofCadbury Americas(confectionery manufacturer),and as the President and ChiefExecutive Officer of Remy Amerique,Inc.(spirits man

118、ufacturer).Prior to hisemployment with Remy Amerique,Inc.,Mr.Chambers served as the Chief ExecutiveOfficer of Paxonix,Inc.(online branding and packaging process solutions business),the Chief Executive Officer of N(online grocery retailer),and the GroupPresident of Information Resources,Inc.(global m

119、arket research provider).Mr.Chambers spent the first 17 years of his career at Nabisco(food manufacturer),wherehe held leadership roles in sales,distribution,marketing and information technology,culminating in the role of President,Refrigerated Foods.Mr.Chambers previouslyserved as a director of B&G

120、 Foods(food manufacturer)for seven years where heserved on the Nominating and Governance Committee and served on theCompensation Committee and as a director of Weight Watchers International,Inc.Qualifications:Mr.Chambers qualifications to serve on the Board include hisextensive cross-functional pack

121、aged goods industry experience,20-year track recordin general management and his experience serving on the boards of other publiccompanies.Other Directorships:TIAA Board of Trustees,where he serves on the humanresources committee,audit committee,and the corporate governance/socialresponsibility comm

122、ittee.Age:56Director since:2015Committees:Audit Compensation Special Litigation(Chair)MARLA C.GOTTSCHALKMs.Gottschalk is the former Chief Executive Officer of The Pampered Chef Ltd.(marketer of kitchen tools,food products and cookbooks),where she also previouslyserved as President and Chief Operatin

123、g Officer.Ms.Gottschalk has also served as Senior Vice President of Financial Planning andInvestor Relations for Kraft Foods,Inc.(food manufacturer),where she also previouslyserved as Executive Vice President and General Manager of the Post Cereal divisionand Vice President of Marketing and Strategy

124、 of the Kraft Cheese division.Qualifications:Ms.Gottschalks qualifications to serve on the Board include herextensive experience in operations and strategic management,her qualification as an“audit committee financial expert,”as defined by applicable SEC rules,her expertise inthe food industry and h

125、er experience serving on the boards of other public companies.Other Directorships:Potbelly Corporation(food retailer)where she is chair of thecompensation committee and a member of the audit committee,UnderwriterLaboratories,where she is chair of the compensation committee and serves on thefinance c

126、ommittee and corporate development committee,and Ocean SprayCranberries,Inc.,where she serves on the nominating and governance committee andthe grower committee.7Age:57Director since:2015Committees:Audit Nominating/CorporateGovernance Special LitigationCYNTHIA T.JAMISONMs.Jamison served as Chief Fin

127、ancial Officer or Chief Operating Officer of severalcompanies during her tenure from 1999-2009 at Tatum,LLC,an executive servicesfirm.From 2005-2009,she led the CFO services practice and was a member of thefirms operating committee.After retiring from Tatum,Ms.Jamison subsequentlyserved as Chief Fin

128、ancial Officer of AquaSpy,Inc.(provider of soil moisture sensors tomonitor soil moisture levels).Ms.Jamison has also served as Chief Financial Officer of Chart House Enterprises(food retailer)and held various financial positions at Allied Domecq Retailing USA,Kraft General Foods and Arthur Anderson

129、LLP.Ms.Jamison previously served as adirector of B&G Foods,Inc.(food manufacturer and distributor)where she served aschair of the audit committee.She held past board seats at Horizon Organic Holdingsand Cellu Tissue,Inc.Qualifications:Ms.Jamisons qualifications to serve on the Board include herexten

130、sive experience in financial and accounting matters,including public companyreporting,as well as strategy and capitalization expertise,her qualification as an“auditcommittee financial expert,”as defined by applicable SEC rules and her keymanagement,leadership,financial and strategic planning,corpora

131、te governance andpublic company executive and board experience.Other Directorships:Tractor Supply Company(farm and ranch retailer)where sheserves as chairman,Darden,Inc.(food retailer)where she serves as chair of the auditcommittee and a member of the compensation committee and Office Depot,Inc.(off

132、icesupply retailer)where she is a member of the audit committee,compensationcommittee and corporate governance and nominating committee.Age:59Director since:2003Committees:Audit(Chair)PHILIP E.MALLOTTChairman of the Board of Big Lots,Inc.Mr.Mallott is the former Vice President and Chief Financial Of

133、ficer of Intimate Brands,Inc.(intimate apparel and beauty product retailer).Mr.Mallott previously served as adirector of Tween Brands,Inc.(clothing retailer).Qualifications:Mr.Mallotts qualifications to serve on the Board include hisqualification as an“audit committee financial expert,”as defined by

134、 applicable SECRules,his experience as a certified public accountant,his service on the boards ofother public companies and charitable organizations,and his experience in leadershiproles with other retailers.Other Directorships:GNC Holdings,Inc.(health and wellness specialty retailer)where he is cha

135、ir of the audit committee and a member of the compensationcommittee.8Age:64Director since:2015Committees:Compensation(Chair)Nominating/CorporateGovernanceNANCY A.REARDONMs.Reardon is the former Senior Vice President and Chief Human Resources andCommunications Officer of Campbell Soup Company(food ma

136、nufacturer).Additionally,Ms.Reardon served as Executive Vice President of Human Resources forComcast Cable Communications,Inc.(telecommunications provider).Prior to that,Ms.Reardon served as Partner and Executive Vice President,Human Resources andCorporate Affairs for Borden Capital Management Partn

137、ers where she developedfinancial and merger and acquisition skills through her involvement in multipletransactions for a portfolio of operating companies.Ms.Reardon previously served asa director of Warnaco Group,Inc.(apparel retailer)where she served as a member ofthe audit committee and the compen

138、sation committee.Qualifications:Ms.Reardons qualifications to serve on the Board include herextensive experience in senior management roles,her experience on the boards ofother private and charitable organizations,her experience leading human resourcesdepartments and in communications and public aff

139、airs and her leadership skills.Age:50Director since:2015Committees:Audit Nominating/CorporateGovernance Special LitigationWENDY L.SCHOPPERTMs.Schoppert is the former Executive Vice President and Chief Financial Officer ofSelect Comfort Corporation(bedding retailer and manufacturer).Prior to joining

140、Select Comfort,Ms.Schoppert led US Banks Private AssetManagement team and served as Head of Product,Marketing&CorporateDevelopment for the banks asset management division.Ms.Schoppert began hercareer in the airline industry,serving in various financial,strategic and generalmanagement leadership posi

141、tions at American Airlines,Northwest Airlines andAmerica West Airlines.Qualifications:Ms.Schopperts qualifications to serve on the Board include herqualification as an“audit committee financial expert,”as defined by applicable SECRules,her vast experience in brand development and management,and her

142、significantfinancial leadership and expertise with respect to the oversight of financial reportingand disclosure for public companies.Other Directorships:Gaia,Inc.(provider of digital video streaming services)whereshe serves as chair of the audit committee and Nina Hale,Inc.(digital marketingagency)

143、.Age:69Director since:2003Committees:Audit CompensationRUSSELL E.SOLTMr.Solt is the former Director of Investor Relations of West Marine,Inc.(boatingsupplies and accessories specialty retailer)where he previously served as ExecutiveVice President and Chief Financial Officer.Additionally,Mr.Solt prev

144、iously served as the Chief Financial Officer of VentureStores,Inc.(discount retailer)and Williams-Sonoma,Inc.(home furnishing andcookware specialty retailer).Qualifications:Mr.Solts qualifications to serve on the Board include his experienceas a certified public accountant and as the Chief Financial

145、 Officer of other publicly-traded retailers,his background in investor relations and his qualification as an“auditcommittee financial expert,”as defined by applicable SEC Rules.THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH NOMINEE LISTEDABOVE.9GOVERNANCEBoard Leadership and Independent

146、 Chairman of the BoardThe Board is currently comprised of the individuals identified in Proposal One.Other than Mr.Campisi,our Chief Executive Officer(“CEO”)and President,each of the other director nominees areindependent(as defined by the applicable NYSE rules)non-employee directors(“non-employeedi

147、rectors”).Mr.Mallott,an independent director,serves as Chairman of the Board(“Chairman”).TheBoard believes it should have the flexibility to establish a leadership structure that works best for us ata particular time,and it reviews that structure from time to time,including in the context of a chang

148、e inleadership.The Chairman plans the agendas for meetings of the Board,chairs the Board meetings,and is responsible for briefing our CEO,as needed,concerning executive sessions of the independentmembers of the Board.The Chairman also determines when additional meetings of the Board areneeded.Additi

149、onally,the Chairman communicates informally with other directors between meetings ofthe Board,to foster free and open dialogue among directors.Board Meetings in Fiscal 2016The Board held five meetings during fiscal 2016.During fiscal 2016,each director attended at least75%of the aggregate of the tot

150、al number of meetings of the Board and the committees on which he orshe served(in each case,held during the periods that he or she served).Eight of our nine directorsattended our 2016 annual meeting of shareholders.The director who did not attend our 2016 annualmeeting of shareholders was excused du

151、e to an illness.Role of the Boards CommitteesThe Board has standing Audit,Compensation and Nominating/Corporate Governance Committees.Each of these committees reports its activities to the Board.In fiscal 2016,the Board formed a non-standing Special Litigation Committee.Audit CommitteeThe primary fu

152、nction of the Audit Committee is to assist the Board in fulfilling its oversight responsibilitywith respect to:(1)the integrity of the financial reports and other financial information provided by us to ourshareholders and others;(2)our compliance with legal and regulatory requirements;(3)the engage

153、ment of our independent registered public accounting firm and the evaluation ofthe firms qualifications,independence and performance;(4)the performance of our system of internal controls;(5)the oversight of the performance of the internal audit function;(5)our audit,accounting and financial reportin

154、g processes generally;and(6)the evaluation of enterprise risk issues.All members of the Audit Committee are independent as required by the Audit Committees charter andby the applicable NYSE and SEC rules.The Board has determined that each member of the AuditCommittee is“financially literate,”as requ

155、ired by NYSE rules,and each of Messrs.Mallott and Solt andMsrs.Gottschalk,Jamison and Schoppert is an“audit committee financial expert,”as defined byapplicable SEC rules.10The functions of the Audit Committee are further described in its charter,which is available in theInvestor Relations section of

156、 our website()under the“Corporate Governance”caption.The Audit Committee met twelve times during fiscal 2016.Compensation CommitteeThe Compensation Committee discharges the responsibilities of the Board relating to theadministration of our compensation programs,including the compensation program for

157、 ourmanagement leadership team(“Leadership Team”).Our Leadership Team is comprised of the currentexecutives named in the Summary Compensation Table(“named executive officers”)and otherexecutives holding the office of senior vice president.The responsibilities of the Compensation Committee include:(1

158、)establishing our general compensation philosophy;(2)overseeing the development of our compensation programs;(3)approving goals and objectives for the incentive compensation awarded to the LeadershipTeam;(4)reviewing and recommending to the Board the other compensation for our CEO and theLeadership

159、Team;(5)administering our compensation programs;and(6)reporting on the entirety of the executive compensation program to the Board.All members of the Compensation Committee are independent as required by the Committees charterand NYSE rules.The functions of the Compensation Committee are further des

160、cribed in its charter,which is available inthe Investor Relations section of our website()under the“Corporate Governance”caption.The Compensation Committee met five times during fiscal 2016.Nominating/Corporate Governance CommitteeThe responsibilities of the Nominating/Corporate Governance Committee

161、 include:(1)recommending individuals to the Board for nomination as members of the Board and itscommittees;(2)taking a leadership role in shaping our corporate governance policies and practices,includingrecommending to the Board changes to our Corporate Governance Guidelines and monitoringcompliance

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

163、e are independent as required by theCommittees charter and NYSE rules.The functions of the Nominating/Corporate Governance Committee are further described in itscharter,which is available in the Investor Relations section of our website()under the“Corporate Governance”caption.The Nominating/Corporat

164、e Governance Committee met four timesduring fiscal 2016.11Special Litigation CommitteeThe Special Litigation Committee was created in fiscal 2016 to conduct an independent investigationinto certain derivative actions involving the Company.The Special Litigation Committee is composed ofthree members,

165、each of whom is a director that is not a party to any of the derivative actions and wasnot a member of the Board until after the derivatives actions arose.Selection of Nominees by the BoardThe Nominating/Corporate Governance Committee has oversight over a broad range of issuesrelating to the composi

166、tion and operation of the Board.The Nominating/Corporate GovernanceCommittee is responsible for recommending to the Board the appropriate skills and qualificationsrequired of Board members,based on our needs from time to time.The Nominating/CorporateGovernance Committee also evaluates prospective di

167、rector nominees against the standards andqualifications set forth in the Corporate Governance Guidelines.Although the Nominating/CorporateGovernance Committee has not approved any specific minimum qualifications that must be met by anominee for director recommended by the Committee and has not adopt

168、ed a formal policy with regardto the consideration of diversity in identifying director nominees,the Committee considers factors suchas the prospective nominees relevant experience,character,intelligence,independence,commitment,judgment,prominence,age,and compatibility with our CEO and other members

169、 of the Board.TheNominating/Corporate Governance Committee also considers other relevant factors that it deemsappropriate,including the current composition of the Board,the alignment of the Board members skillsand experiences with our strategic plan,diversity,the balance of management and independen

170、tdirectors,and the need for committee expertise.Before commencing a search for a new directornominee,the Nominating/Corporate Governance Committee confers with the Board regarding thefactors it intends to consider in its search.In identifying potential candidates for Board membership,the Nominating/

171、Corporate GovernanceCommittee considers recommendations from the Board,shareholders and management,as well asproxy access candidates.A shareholder who wishes to recommend a prospective director nominee tothe Board must send written notice to:Chair of the Nominating/Corporate Governance Committee,Big

172、 Lots,Inc.,300 Phillipi Road,Columbus,Ohio 43228.The written notice must include theprospective nominees name,age,business address,principal occupation,ownership of our commonshares,information that would be required under the rules of the SEC in a proxy statement solicitingproxies for the election

173、of such prospective nominee as a director,and any other information that isdeemed relevant by the recommending shareholder.Shareholder recommendations that comply withthese procedures and that meet the factors outlined above will receive the same consideration that therecommendations of the Board an

174、d management receive.Pursuant to its written charter,the Nominating/Corporate Governance Committee has the authority toretain consultants and search firms to assist in the process of identifying and evaluating directorcandidates and to approve the fees and other retention terms for any such consulta

175、nt or search firm.No such firm was retained in connection with the selection of the director nominees proposed forelection at the Annual Meeting.Majority Vote Policy and StandardOur Amended Articles of Incorporation impose a majority vote standard in uncontested elections ofdirectors and our Corpora

176、te Governance Guidelines contain a majority vote policy applicable touncontested elections of directors.Article Eighth of our Amended Articles of Incorporation provides thatif a quorum is present at the Annual Meeting,a director nominee in an uncontested election shall beelected to the Board if the

177、number of votes cast for such nominees election exceeds the number of12votes cast against and/or withheld from such nominees election.The majority vote policy contained inour Corporate Governance Guidelines requires any nominee for director who does not receive morevotes cast for such nominees elect

178、ion than votes cast against and/or withheld as to his or her electionto 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 beenobtained.Withheld votes have th

179、e same effect as a vote against a director nominee.Upon its receipt ofsuch resignation,the Nominating/Corporate Governance Committee will promptly consider theresignation and recommend to the Board whether to accept the resignation or to take other action.TheBoard will act on the recommendation of t

180、he Nominating/Corporate Governance Committee no laterthan 100 days following the certification of the shareholder vote.The Nominating/CorporateGovernance Committee,in making its recommendation,and the Board,in making its decision,willevaluate such resignation in light of the best interests of Big Lo

181、ts and our shareholders and mayconsider any factors and other information they deem relevant.We will promptly publicly disclose theBoards decision in a periodic or current report to the SEC.Determination of Director IndependenceThe Board affirmatively determined that,with the exception of Mr.Campisi

182、,all of the directorsnominated for election at the Annual Meeting are independent of Big Lots,its subsidiaries and itsmanagement under the standards set forth in the NYSE rules,and no director nominee has a materialrelationship with Big Lots,its subsidiaries or its management aside from his or her s

183、ervice as adirector.Mr.Campisi is not an independent director due to his employment by Big Lots.In determining that each of the director nominees other than Mr.Campisi is independent,the Boardconsidered charitable contributions to not-for-profit organizations of which these director nominees ortheir

184、 immediate family members are executive officers or directors and determined that each of thetransactions and relationships it considered was immaterial and did not impair the independence of anyof the directors.Related Person TransactionsOur Corporate Governance Guidelines,Code of Business Conduct

185、and Ethics,Code of Ethics forFinancial Professionals,and human resources policies prohibit(without the consent of the Board or theNominating/Corporate Governance Committee)directors,officers and employees from engaging intransactions that conflict with our interests or that otherwise usurp corporate

186、 opportunities.Pursuant to our written related person transaction policy,the Nominating/Corporate GovernanceCommittee evaluates“related person transactions.”Consistent with SEC rules,we consider a relatedperson transaction to be any transaction,arrangement or relationship(or any series of similartra

187、nsactions,arrangements or relationships):(1)involving more than$120,000 in which we and any of our directors,nominees for director,executive officers,holders of more than five percent of our common shares,or theirrespective immediate family members were or are to be a participant;and(2)in which such

188、 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 responsiblefor bringing all transactions,whether proposed or existing,of which they have knowledge and whichthey believe may constitute re

189、lated person transactions to the attention of our General Counsel.If ourGeneral Counsel determines that the transaction constitutes a related person transaction,our GeneralCounsel will notify the chair of the Nominating/Corporate Governance Committee.Thereafter,theNominating/Corporate Governance Com

190、mittee will review the related person transaction,considering13all factors and information it deems relevant,and either approve or disapprove the transaction in lightof what the Committee believes to be the best interests of Big Lots and our shareholders.If advanceapproval is not practicable or if a

191、 related person transaction that has not been approved is discovered,the Nominating/Corporate Governance Committee will promptly consider whether to ratify the relatedperson transaction.Where advance approval is not practicable or we discover a related persontransaction that has not been approved an

192、d the Committee disapproves the transaction,theCommittee will,taking into account all of the factors and information it deems relevant(including therights available to us or other parties under the transaction),determine whether we should amend,rescind or terminate the transaction in light of what i

193、t believes to be the best interests of ourshareholders and company.Examples of factors and information that the Nominating/Corporate Governance Committee mayconsider in its evaluation of a related person transaction include:(1)the reasons for entering into the transaction;(2)the terms of the transac

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

195、n the status of an independent director;and(8)the alternatives to the transaction.Additionally,each director,nominee for director and executive officer must complete an annualquestionnaire that requires written disclosure of any related person transaction.The responses tothese questionnaires are rev

196、iewed by the Nominating/Corporate Governance Committee and ourGeneral Counsel to identify any potential conflicts of interest or potential related person transactions.The son-in-law of Lisa Bachmann,our Executive Vice President,Chief Merchandising and OperatingOfficer,is employed by Big Lots as a se

197、nior buyer and in fiscal 2016 received compensation greaterthan$120,000 but less than$150,000,which was approved by the Nominating/CorporateGovernance Committee.Boards Role in Risk OversightThe Board and its committees play an important role in overseeing the identification,assessment andmitigation

198、of risks that are material to us.In fulfilling this responsibility,the Board and its committeesregularly consult with management to evaluate and,when appropriate,modify our risk managementstrategies.While each committee is responsible for evaluating certain risks and overseeing themanagement of such

199、 risks,the entire Board is regularly informed about such risks through committeereports.The Audit Committee assists the Board in fulfilling its oversight responsibility relating to theperformance of our system of internal controls,legal and regulatory compliance,our audit,accountingand financial rep

200、orting processes,and the evaluation of enterprise risk issues,particularly those riskissues not overseen by other committees.The Compensation Committee is responsible for overseeingthe management of risks relating to our compensation programs.The Nominating/CorporateGovernance Committee manages risk

201、s associated with corporate governance,related persontransactions,succession planning,and business conduct and ethics.The Public Policy andEnvironmental Affairs Committee,a management committee that reports to the Nominating/Corporate14Governance Committee,oversees management of risks associated wit

202、h public policy,environmentalaffairs 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 found in the InvestorRelations section of our website()under the“Corporate Governa

203、nce”caption.Code of Business Conduct and Ethics&Code of Ethics for Financial ProfessionalsWe have a Code of Business Conduct and Ethics,which applies to all of our directors,officers andemployees.We also have a Code of Ethics for Financial Professionals which applies to our principalexecutive office

204、r,principal financial officer,principal accounting officer,controller and other personsperforming similar functions.Both the Code of Business Conduct and Ethics and the Code of Ethics forFinancial Professionals are available in the Investor Relations section of our website()under the“Corporate Gover

205、nance”caption.We intend to post amendments to orwaivers 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 Ethics for Financial Professionals(ineach case,to the extent applicable to our principal exec

206、utive officer,principal financial officer,principalaccounting officer,controller or persons performing similar functions),if any,in the Investor Relationssection of our website()under the“Corporate Governance”caption.Compensation Committee Interlocks and Insider ParticipationDuring fiscal 2016,Messr

207、s.Berger,Chambers and Solt and Msrs.Gottschalk and Reardon served onour Compensation Committee.No member of our Compensation Committee serves,or has served atany time,as one of our officers or employees or has,or during fiscal 2016 had,a material interest inany related person transaction,as defined

208、in Item 404 of Regulation S-K.None of our executiveofficers serve or,during fiscal 2016,served as a member of the board of directors or compensationcommittee of any other company that has or had an executive officer serving as a member of theBoard or our Compensation Committee.Communications with th

209、e BoardShareholders and other parties interested in communicating directly with the Board,with specifiedindividual directors or with the non-employee directors as a group,may do so by choosing one of thefollowing options:Call:(866)834-7325Write:Big Lots Board of Directors,300 Phillipi Road,Columbus,

210、Ohio 43228-5311E-mail:http:/ a process approved by the Nominating/Corporate Governance Committee for handlingcorrespondence received by us and addressed to non-employee directors,our General Counselreviews all such correspondence and forwards to the Board or appropriate members of the Board asummary

211、 and/or copies of any such correspondence that deals with the functions of the Board,members or committees thereof or otherwise requires their attention.Directors may at any time reviewa log of all correspondence received by us and directed to members of the Board and may requestcopies of any such c

212、orrespondence.Concerns relating to our accounting,internal accounting controlsor auditing matters will be referred to the Audit Committee.Concerns relating to the Board or membersof senior management will be referred to the Nominating/Corporate Governance Committee.Partiessubmitting communications t

213、o the Board may choose to do so anonymously or confidentially.15DIRECTOR 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 ofretainers and fees and a restr

214、icted stock award.Retainers and FeesDuring fiscal 2016,Messrs.Berger,Chambers,Mallott and Solt and Msrs.Gottschalk,Jamison,Reardon and Schoppert qualified as non-employee directors and,as a result,received compensationfor their Board service.Due to our employment of Mr.Campisi as CEO in fiscal 2016,

215、he did not qualifyas a non-employee director and he did not receive compensation for his service as a director.Thecompensation received by Mr.Campisi as an employee is shown in the Summary Compensation Tableincluded in this Proxy Statement.We pay our non-employee directors retainers and fees on a qu

216、arterly basis.The retainers and fees wepaid to non-employee directors for fiscal 2016 consisted of:(1)an annual retainer of$80,000 for eachnon-employee director other than the nonexecutive chair;(2)an annual retainer of$170,000 for thenonexecutive chair;(3)an annual retainer of$30,000 for the Audit

217、Committee chair;(4)an annualretainer of$20,000 for the chairs of the Compensation Committee,the Nominating/CorporateGovernance Committee and the Special Litigation Committee;(5)an annual retainer of$15,000 foreach Audit Committee member;(6)an annual retainer of$10,000 for each Compensation Committee

218、member,each Nominating/Corporate Governance Committee member and each Special LitigationCommittee member;(7)donations by us in an aggregate annual amount up to$15,000 to charitableorganizations nominated by the non-employee director;and(8)matching charitable donations by us inan aggregate annual amo

219、unt up to$15,000 to charitable organizations to which the non-employeedirector makes contributions.Restricted StockOur non-employee directors also received a restricted stock award in fiscal 2016 having a grant datefair value equal to approximately$110,000(2,102 common shares).The fiscal 2016 restri

220、cted stockawards were made in June 2016 under the Big Lots 2012 Long-Term Incentive Plan(“2012 LTIP”).Therestricted stock awarded to the non-employee directors in fiscal 2016 will vest on the earlier of(1)thetrading day immediately preceding the Annual Meeting or(2)the non-employee directors death o

221、rdisability(as that term is defined in the 2012 LTIP).However,the restricted stock will not vest if thenon-employee director ceases to serve on the Board before either vesting event occurs.16Director Compensation Table for Fiscal 2016The following table summarizes the compensation earned by each non

222、-employee director for his or herBoard service in fiscal 2016.NameFeesEarnedorPaid inCash($)StockAwards($)(1)(2)OptionAwards($)(3)Non-EquityIncentive PlanCompensation($)Change inPensionValue andNonqualifiedDeferredCompensationEarnings($)AllOtherCompensation($)(4)Total($)(a)(b)(c)(d)(e)(f)(g)(h)Mr.Be

223、rger110,000109,998-45,250265,248Mr.Chambers100,000109,998-30,000239,998Ms.Gottschalk111,250109,998-8,150229,398Ms.Jamison107,500109,998-15,000232,498Mr.Mallott200,000109,998-22,500332,498Ms.Reardon105,000109,998-26,500241,498Ms.Schoppert107,500109,998-33,450250,948Mr.Solt107,500109,998-15,000232,498

224、(1)Amounts in this column reflect the aggregate grant date fair value of the restricted stock awardsgranted to the non-employee directors in fiscal 2016 as computed in accordance with FinancialAccounting Standards Board Accounting Standards Codification Topic 718(“ASC 718”),excluding the effect of a

225、ny estimated forfeitures.The full grant date fair value of the fiscal 2016restricted stock award granted to each non-employee director,as computed in accordance withASC 718,was based on individual awards of 2,102 common shares at a per common sharevalue of$52.33 on the grant date(i.e.,$109,998 per n

226、on-employee director).In accordance withASC 718 and the 2012 LTIP,the per common share grant date value is the average of theopening price and the closing price of our common shares on the NYSE on the grant date.(2)As of January 28,2017,each individual included in the table held 2,102 shares of rest

227、ricted stock.(3)Prior to fiscal 2008,the non-employee directors received an annual stock option award under theBig Lots,Inc.Amended and Restated Director Stock Option Plan(“Director Stock Option Plan”).The Director Stock Option Plan was terminated on May 30,2008 and no stock option awards weregrante

228、d to any non-employee director in fiscal 2016.As of January 28,2017,only Mr.Mallott(10,000 common shares)held stock options to purchase our common shares.(4)Amounts in this column reflect both matching contributions and payments made by us during fiscal2016 to charitable organizations nominated by t

229、he specified directors pursuant to the Big Lots,Inc.Non-Employee Director Compensation Package during the year in which they were elected toserve on the Board.17STOCK OWNERSHIPOwnership of Our Common Shares by Certain Beneficial Owners and ManagementThe following table sets forth certain information

230、 with regard to the beneficial ownership of our commonshares by each holder of more than five percent of our common shares,each director,each of thecurrent and former executive officers named in the Summary Compensation Table,and all executiveofficers and directors as a group.The assessment of holde

231、rs of more than five percent of our commonshares is based on a review of and reliance upon their respective filings with the SEC.Except asotherwise indicated,all information is as of March 14,2017.Name of BeneficialOwner or Identity of GroupAmount and Nature ofBeneficial Ownership(1)Percent of Outst

232、andingCommon SharesLisa M.Bachmann186,650*Jeffrey P.Berger10,802*David J.Campisi233,362*James R.Chambers12,610*Marla C.Gottschalk4,490*Cynthia T.Jamison4,490*Timothy A.Johnson183,733*Philip E.Mallott25,202*Nancy A.Reardon4,490*Ronald A.Robins,Jr.1,276*Michael A.Schlonsky104,508*Wendy L.Schoppert4,49

233、0*Russell E.Solt9,337*BlackRock,Inc.(2)5,454,91612.20%The Vanguard Group,Inc.(3)5,105,66911.45%LSV Asset Management(4)2,331,0045.23%All directors and executive officers as a group(14 persons)785,4401.7%*Represents less than 1.0%of the outstanding common shares.(1)Each person named in the table has s

234、ole voting power and sole dispositive power with respect toall common shares shown as beneficially owned by such person,except as otherwise stated inthe footnotes to this table.The amounts set forth in the table include common shares that may beacquired within 60 days of March 14,2017 under stock op

235、tions exercisable and performanceshare units that will vest within that period.The number of common shares that may be acquiredwithin 60 days of March 14,2017 through the vesting of performance share units within thatperiod are as follows:Ms.Bachmann:36,650;Mr.Campisi:125,099;Mr.Johnson:27,561 andMr

236、.Schlonsky:17,103;and under stock options exercisable within that period are as follows:Ms.Bachmann:120,000;Mr.Campisi:28,875;Mr.Johnson:100,000;and Mr.Schlonsky:55,000;and all executive officers as a group:510,288.(2)In its Schedule 13G/A filed on January 12,2017,BlackRock,Inc.,55 East 52ndStreet,N

237、ew York,NY 10055,stated that it beneficially owned the number of common shares reported in the tableas of December 31,2016,had sole voting power over 5,243,972 of the shares and soledispositive power over all the shares,and had no shared voting power or shared dispositivepower over any of the shares

238、.(3)In its Schedule 13G/A filed on February 10,2017,The Vanguard Group,Inc.,100 VanguardBlvd.,Malvern,PA 19355,stated that it beneficially owned the number of common shares18reported in the table as of December 31,2016,had sole voting power over 88,685 of the shares,had sole dispositive power over 5

239、,014,151 of the shares,had shared dispositive power over91,518 of the shares,and had shared voting power over 5,404 of the shares.In its Schedule13G/A,this reporting person indicated that its wholly-owned subsidiaries,Vanguard FiduciaryTrust Company and Vanguard Investments Australia,Ltd.,were the b

240、eneficial owners of86,114 and 7,975 common shares,respectively.(4)In its Schedule 13G filed on February 6,2017,LSV Asset Management,155 North Wacker Drive,Suite 4600,Chicago,IL 60606,stated that it beneficially owned the number of common sharesreported in the table as of December 31,2016,had sole vo

241、ting power over 1,351,019 of theshares and sole dispositive power over all the shares,and had no shared voting power or shareddispositive 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”),

242、requires ourdirectors and executive officers,and persons who beneficially own more than 10%of our outstandingcommon shares,to file with the SEC and the NYSE initial reports of ownership and reports of changesin ownership of our common shares.Executive officers,directors and greater than 10%sharehold

243、ersare required by the SEC rules to furnish us with copies of all Section 16(a)reports they file.Basedupon 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 com

244、pliedduring fiscal 2016 with the reporting requirements of Section 16(a)of the Exchange Act.19PROPOSAL TWO:APPROVAL OF THE BIG LOTS 2017 LONG-TERM INCENTIVE PLANBackgroundOn March 8,2017,the Board proposed,based on the recommendation of the CompensationCommittee(which we refer to as the“Committee”th

245、roughout this discussion of Proposal Two),that ourshareholders approve,the 2017 LTIP.If our shareholders approve the 2017 LTIP,it will becomeeffective on May 25,2017,and will replace the 2012 LTIP which will be frozen and no new awards willbe granted thereunder.The Board recommends that shareholders

246、 approve the 2017 LTIP.The 2017 LTIP is designed to support our long-term business objectives in a manner consistent withour compensation philosophy.The Board believes that by allowing us to continue to offer ouremployees long-term equity and qualified performance-based compensation through the 2017

247、 LTIP,we will promote the following key objectives of our compensation program:aligning the interests of salaried employees,outside directors and consultants with those ofour shareholders through increased participant ownership of our common shares;andattracting,motivating and retaining experienced

248、and highly qualified salaried employees,outside directors and consultants who will contribute to our financial success.As with the 2012 LTIP,the 2017 LTIP is an omnibus plan that provides for a variety of types of Awardsto maintain flexibility.The 2017 LTIP will permit grants of(1)non-qualified stoc

249、k options(“NQSOs”),(2)incentive stock options(“ISOs”)as defined in Section 422 of the Internal Revenue Code of 1986,asamended and including applicable rules,regulations and authoritative interpretations thereunder(“IRC”),(3)stock appreciation rights(“SARs”),(4)restricted stock,(5)restricted stock un

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

251、awards and other stock-based awards are referred to collectively as“Awards”).All ofour and our affiliates employees,outside directors and consultants are eligible to receive Awardsunder the 2017 LTIP.The total number of common shares available for Awards under the 2017 LTIP is equal to the sum of(1)

252、5,500,000 newly issued common shares plus(2)any common shares subject to the 1,743,116outstanding full value awards as of January 28,2017 that on or after January 28,2017 cease for anyreason to be subject to such awards(other than by reason of exercise or settlement of the awards tothe extent they a

253、re exercised for or settled in vested and nonforfeitable common shares).The Boardbelieves that this number represents a reasonable amount of potential equity dilution and provides apowerful incentive for employees to increase the value of Big Lots for all of our shareholders.As of January 28,2017,th

254、ere were 2,979,774 common shares available for grant under the 2012 LTIPand 1,952,491 common shares underlying awards outstanding under the 2012 LTIP(305,125 of whichare underlying stock options,242,666 of which are underlying restricted stock,433,105 of which areunderlying restricted stock units an

255、d 971,595 of which are underlying performance share units).As ofJanuary 28,2017:(1)the weighted average exercise price of the 589,675 outstanding stock optionsunder our equity compensation plans(including under those plans that previously terminated)was$38.75 and the weighted average remaining term

256、was 2.46 years;and(2)there were 338,416restricted stock awards,433,105 restricted stock unit awards and 971,595 performance share unitawards outstanding under our equity compensation plans(including those plans that previouslyterminated).It is our current practice to grant stock-based compensation a

257、wards to key employees onan annual basis during the first quarter of each year based on targeted dollar values that are generallycompetitive with market and our comparator group.20The 2017 LTIP is designed to meet the requirements for deductibility of executive compensation underSection 162(m)of the

258、 IRC(“Section 162(m)”)with respect to Awards under the 2017 LTIP that areintended to qualify as“qualified performance-based compensation”under Section 162(m).In order tomeet one of the Section 162(m)deductibility requirements,the 2017 LTIP imposes limits on thenumber of common shares underlying Awar

259、ds that any one participant may receive,as describedbelow in the“Limits on Awards”section of this Proposal Two.The 2017 LTIP does not permit the repricing of Awards without the approval of shareholders or thegranting of Awards with a reload feature.Any dividend equivalents paid under an Award will b

260、e subject to performance conditions and serviceconditions,as applicable,as the Award with respect to which such dividend equivalents are to be paid.The following summary describes the material features of the 2017 LTIP and is qualified in its entiretyby reference to the complete text of the 2017 LTI

261、P attached to this Proxy Statement as Appendix A.AdministrationSubject to the terms of the 2017 LTIP,the selection of participants in the 2017 LTIP,the level ofparticipation of each participant and the terms and conditions of all Awards will be determined by theCommittee.Each member of the Committee

262、 will be an“independent director”for purposes of ourCorporate Governance Guidelines,the Committees charter and the NYSE listing requirements;a“non-employee director”within the meaning of Rule 16b-3 under the Exchange Act;and an“outsidedirector”within the meaning of Section 162(m).The Committee is cu

263、rrently comprised of five directors,each of whom meets all of these criteria.Consistent with the purpose of the 2017 LTIP,the Committeewill have the discretionary authority to(1)interpret the 2017 LTIP,(2)prescribe,amend and rescindrules and regulations relating to the 2017 LTIP,and(3)make all other

264、 determinations necessary oradvisable for the administration or operation of the 2017 LTIP.The Committee may delegate authorityto administer the 2017 LTIP as it deems appropriate,subject to the express limitations set forth in the2017 LTIP.Limits on AwardsThe Board has reserved a number of common sh

265、ares for issuance under the 2017 LTIP equal to thesum of(1)5,500,000 newly issued common shares plus(2)any common shares subject to the1,743,116 outstanding full value awards as of January 28,2017 that on or after January 28,2017cease for any reason to be subject to such awards(other than by reason

266、of exercise or settlement ofthe awards to the extent they are exercised for or settled in vested and nonforfeitable common shares).Of this number,no more than 5,500,000 common shares may be issued pursuant to grants of ISOsduring the term of the 2017 LTIP.The 2017 LTIP is designed with a flexible sh

267、are pool.With a flexible share pool,the shareauthorization is based on the least costly award vehicle(generally stock options).The value of anoption is compared to a full value award(a full value award is an award other than a stock option orSAR that is settled by the issuance of a common share)to d

268、etermine a valuation ratio.We have used abinominal model to determine our valuation ratio of 1:2.15.This means that every time an option isgranted,the authorized pool is reduced by one common share and every time a full value share isgranted,the authorized pool is reduced by 2.15 common shares.21A p

269、articipant may receive multiple Awards under the 2017 LTIP.Awards will be limited to the followingper participant annual fiscal year amounts:Award TypeAnnual Limit per ParticipantStock Options2,000,000 common sharesSARs2,000,000 common sharesRestricted Stock1,000,000 common sharesRestricted Stock Un

270、its1,000,000 common sharesDeferred Stock Units1,000,000 common sharesPerformance Shares,Performance Share Units and Performance Units1,000,000 common sharesor equivalent valueCash-Based AwardsThe greater of$7,000,000or the value of 1,000,000common sharesOther Stock-Based Awards1,000,000 common share

271、sThe maximum number of common shares subject to Awards granted during a single fiscal year to anynon-employee director may not exceed$500,000 in total value(based on the grant date fair value ofsuch Awards for financial reporting purposes).The common shares available for issuance under the 2017 LTIP

272、 will be our authorized but unissuedcommon shares and treasury shares.Subject to the terms of the 2017 LTIP,common shares coveredby an Award will only be counted as used to the extent they are actually issued.To the extent that anyAward payable in common shares(1)terminates by expiration,forfeiture,

273、cancellation,or otherwisewithout the issuance of such common shares,(2)is settled in cash in lieu of common shares,or(3)isexchanged with the Committees permission prior to the issuance of common shares for Awards notinvolving common shares,the common shares covered thereby may again be made subject

274、to Awardsunder the 2017 LTIP.However,common shares which are(a)not issued or delivered as a result of thenet settlement of a stock option or stock-settled SAR,(b)withheld to satisfy tax withholding obligationson a stock option or SAR issued under the 2017 LTIP,(c)tendered to pay the exercise price o

275、f a stockoption or the grant price of a SAR under the 2017 LTIP,or(d)repurchased on the open market withthe proceeds of a stock option exercise will no longer be eligible to be again available for grant underthe 2017 LTIP.Eligibility and ParticipationAll of our and our affiliates employees,outside d

276、irectors and consultants will be eligible to participate inthe 2017 LTIP.As of January 28,2017,we and our affiliates had approximately 35,100 employees andeight outside directors.We are unable to reasonably estimate the number of consultants who will beeligible to receive awards under the 2017 LTIP.

277、In fiscal 2016,approximately 112 employees,eightoutside directors and no consultants received equity incentive awards,although this may vary fromyear to year.From time to time,the Committee will determine who will be granted Awards,the numberof shares subject to such grants,and all other terms of Aw

278、ards.Types of AwardsStock OptionsStock options granted under the 2017 LTIP may be either NQSOs or ISOs.The exercise price of anystock option granted may not be less than the fair market value of the Companys common shares onthe date the stock option is granted.The stock option exercise price is paya

279、ble(1)in cash,(2)by22tendering previously acquired common shares(subject to the satisfaction of the holding period set forthin the 2017 LTIP)having an aggregate fair value at the time of exercise equal to the exercise price,(3)through a broker-assisted cashless exercise,or(4)by any combination of th

280、e foregoing.The Committee determines the terms of each stock option grant at the time of the grant.However,theaggregate fair market value(determined as of the date of the grant)of the common shares subject toISOs that are exercisable by any participant for the first time in any calendar year may not

281、 be greaterthan$100,000.The Committee specifies at the time each stock option is granted the time or times atwhich,and in what proportions,the stock option becomes vested and exercisable.No stock optionshall be exercisable later than the tenth anniversary of the grant date.In general,a stock optione

282、xpires upon the earlier of(1)its stated expiration date or(2)one year after the participant terminatesservice(except in the case of ISOs which must be exercised within three months after a termination ofservice,other than due to death or disability).Stock Appreciation RightsA SAR entitles the partic

283、ipant,upon settlement,to receive a payment based on the excess of the fairmarket value of our common shares on the settlement date over the grant price of the SAR,multipliedby the number of SARs being settled.The grant price of a SAR may not be less than the fair marketvalue of our common shares on

284、the grant date.SARs may be payable in cash,our common shares ora combination of both.The Committee determines the vesting requirements,the form of payment and/or other terms of aSAR.Vesting may be based on the continued service of the participant for specified time periods or theattainment of a spec

285、ified business performance goal established by the Committee or both.No SARshall be exercisable later than the tenth anniversary of the grant date.In general,a SAR expires uponthe earlier of(1)its stated expiration date or(2)one year after the participant terminates service.Wehave not issued any SAR

286、s under the 2012 LTIP and do not currently have any SARs outstanding.Restricted StockA restricted stock Award represents our common shares that are issued subject to restrictions ontransfer and vesting requirements as determined by the Committee.Vesting requirements may bebased on the continued serv

287、ice of the participant for specified time periods and/or the attainment of aspecified business performance goal established by the Committee.Subject to the transfer restrictions and vesting requirements of the restricted stock Award,theparticipant has the same rights as our shareholders during the r

288、estriction period,including all votingand dividend rights,although the Committee may provide that dividends and restricted stockcertificates will be held in escrow during the restriction period(and forfeited or distributed depending onwhether applicable performance goals or service restrictions have

289、 been met).Also,any stockdividends will be subject to the same restrictions that apply to the restricted stock upon which the stockdividends are issued.Unless the Committee specifies otherwise in the Award agreement,the restrictedstock is forfeited if the participant terminates service before the re

290、stricted stock vests or if applicableterms and conditions have not been met at the end of the restriction period.Restricted Stock UnitsAn Award of restricted stock units provides the participant the right to receive a payment based on thevalue of our common shares.Restricted stock units may be subje

291、ct to such vesting requirements,restrictions and conditions to payment as the Committee determines are appropriate.Vestingrequirements may be based on the continued service of the participant for a specified time period and/23or on the attainment of a specified business performance goal established

292、by the Committee.Restricted stock units are payable in cash,our common shares or a combination of both,asdetermined by the Committee.Participants receiving restricted stock units do not have,with respect to such restricted stock units,anyof the rights of a shareholder.Unless the Committee specifies

293、otherwise in the Award agreement,therestricted stock unit Award is forfeited if the participant terminates service before the restricted stockunit vests or if applicable terms and conditions have not been met at the end of the restriction period.Deferred Stock UnitsAn Award of deferred stock units p

294、rovides the participant the right to defer receipt of all or some portionof his or her annual compensation,annual incentive bonus and/or long-term compensation aspermitted by the Committee,and for which the participant will receive a payment based on the value ofour common shares.Deferred stock unit

295、s shall be fully vested and non-forfeitable at all times.Deferredstock units,together with any dividend-equivalent rights credited with respect thereto,may be subjectto such requirements,restrictions and conditions to payment as the Committee determines areappropriate.Deferred stock unit Awards are

296、payable in cash,our common shares or a combination ofboth.Participants credited with deferred stock units shall not have,with respect to such deferred stockunits,any of the rights of a shareholder of the Company.Performance Shares,Performance Share Units and Performance UnitsAn Award of performance

297、shares,performance share units or performance units provides theparticipant the right to receive our common shares if specified terms and conditions are met.Performance shares are restricted shares that are subject to performance based vesting.Performanceshare units are restricted stock units that a

298、re subject to performance based vesting.Performance unitsare cash based awards that are subject to performance based vesting.Performance share,performance share unit and performance unit Awards are payable in cash or our common shares or ina combination of both.Unless the Committee specifies otherwi

299、se when the Award is granted,if aparticipant terminates service for any reason before the performance shares,performance share unitsor performance units become vested,such Award will be forfeited.Cash-Based AwardsAn Award of cash-based awards provides the participant an opportunity to receive a cash

300、 payment.Cash-based awards may be subject to such vesting requirements,restrictions and conditions topayment as the Committee determines are appropriate.Vesting requirements may be based on thecontinued service of the participant for a specified time period or on the attainment of a specifiedperform

301、ance goal established by the Committee.If a participant terminates service before the cash-based award vests,the Award will be forfeited.Other Stock-Based AwardsAn Award of other stock-based awards provides the participant an equity-based or equity-related right,which may provide the participant the

302、 right to receive our common shares.Other stock-based awardsmay be subject to such vesting requirements,restrictions and conditions to payment as the Committeedetermines are appropriate.Vesting requirements may be based on the continued service of theparticipant for a specified time period or on the

303、 attainment of a specified performance goal establishedby the Committee.If a participant terminates service for any reason before the other stock-basedaward vests,the Award will be forfeited.24Performance-Based AwardsAny Awards granted under the 2017 LTIP may be granted in a form that qualifies for

304、the qualifiedperformance-based compensation exception under Section 162(m).Under Section 162(m),the termsof the Award must state,through an objective formula or standard,the method of computing theamount of compensation payable under the Award,and must preclude discretion to increase theamount of co

305、mpensation payable under the terms of the Award(but may give the Committee discretionto decrease the amount of compensation payable).As described above in“Limits on Awards,”the2017 LTIP imposes certain limitations on the number and value of performance-based Awards tocovered employees.The payment or

306、 vesting of performance-based Awards granted under the 2017LTIP is based on performance goals established by the Committee.The 2017 LTIP specifies thefollowing performance measures from which the performance goals must be derived:Earnings(loss)per common share from continuing operations;Earnings(los

307、s)per common share;Operating profit(loss),operating income(loss),or income(loss)from operations(as the casemay be);Income(Loss)from continuing operations before unusual or infrequent items;Income(Loss)from continuing operations;Income(Loss)from continuing operations before income taxes;Income(Loss)f

308、rom continuing operations before extraordinary item and/or cumulative effectof a change in accounting principle(as the case may be);Income(Loss)before extraordinary item and/or cumulative effect of a change in accountingprinciple(as the case may be);Net income(loss);Income(Loss)before other comprehe

309、nsive income(loss);Comprehensive income(loss);Income(Loss)before interest and income taxes;Income(Loss)before interest,income taxes,depreciation and amortization;Any other objective and specific income(loss)category or non-GAAP financial measure thatappears as a line item in our filings with the Sec

310、urities and Exchange Commission or theannual report to shareholders;Any of the performance measures above(other than earnings(loss)per common share fromcontinuing operations and earnings(loss)per common share)on a weighted averagecommon shares outstanding basis;Either of earnings(loss)per common sha

311、re from continuing operations and earnings(loss)per common share on a basic or diluted basis and any of the other performance measuresabove on a basic or diluted earnings per share basis;Common stock price;Total shareholder return expressed on a dollar or percentage basis as is customarilydisclosed

312、in the proxy statement accompanying the notice of annual meetings ofshareholders;Percentage increase in comparable store sales;25Gross profit(loss)or gross margin(loss)(as the case may be);Economic value added;Return measures(including,but not limited to,return on assets,capital,invested capital,equ

313、ity,sales,or revenue);Expense targets;Cash flow(including,but not limited to,operating cash flow,free cash flow,cash flow returnon equity,and cash flow return on investment);Productivity ratios;Market share;Customer satisfaction;orWorking capital targets and change in working capital.Effect of Chang

314、e in ControlAwards under the 2017 LTIP are generally subject to special provisions upon the occurrence of achange in control(as defined in the 2017 LTIP).For Awards granted under the 2017 LTIP,if a changein control occurs,then:(1)all outstanding stock options and SARs under the 2017 LTIP shall becom

315、efully exercisable;(2)all remaining restrictions applicable to restricted stock and restricted stock unitsshall lapse and such restricted stock and restricted stock units shall become free of restrictions,fullyvested and transferable or redeemed,as applicable;(3)all performance goals or other condit

316、ionsapplicable to performance shares,performance share units or performance units shall be deemedsatisfied in full and the common shares or cash subject to such Award shall be fully distributable;(4)any remaining restrictions,performance goals or other conditions applicable to deferred stock unitssh

317、all be deemed to be satisfied in full with the common shares or cash subject to such Award beingfully distributable;and(5)all outstanding other stock-based awards or cash-based awards shallbecome fully vested.Payments under Awards that become subject to the excess parachute rules ofSection 280G of t

318、he IRC may be reduced under certain circumstances.See the“Tax Treatment ofAwards Sections 280G and 4999”subsection below for more details.Limited TransferabilityAll Awards or common shares subject to an Award under the 2017 LTIP are nontransferable exceptupon death,either by the participants will or

319、 the laws of descent and distribution or through abeneficiary designation,and Awards are exercisable during the participants lifetime only by theparticipant(or by the participants legal representative in the event of the participants incapacity).Adjustments for Corporate ChangesIn the event of a reo

320、rganization,recapitalization,merger,spin-off,stock split or other specified changesaffecting us or our capital structure,the Committee is required to make equitable adjustments thatreflect the effects of such changes to the participants.Such adjustments may relate to the number ofour common shares a

321、vailable for grant,as well as to other maximum limitations under the 2017 LTIP(e.g.,exercise prices and number of Awards),and the number of our common shares or other rightsand prices under outstanding Awards.Term,Amendment and TerminationThe 2017 LTIP will expire on May 25,2027,unless terminated ea

322、rlier by the Board.Although the Boardor the Committee may amend or alter the 2017 LTIP,it may not do so without shareholder approval of26any amendment or alteration to the extent shareholder approval is required by law,regulation or stockexchange rule.In addition,any amendment,alteration or terminat

323、ion of the 2017 LTIP or an Awardagreement may not adversely affect any outstanding Award to a participant without the consent of thatparticipant other than amendments for the purpose of(1)causing the 2017 LTIP to comply withapplicable law,(2)permitting us to receive a tax deduction under applicable

324、law,or(3)avoiding anexpense charge to us or our affiliates.RepricingThe 2017 LTIP does not permit the repricing of Awards without the approval of shareholders or thegranting of Awards with a reload feature.Plan BenefitsFuture benefits under the 2017 LTIP are not currently determinable.The Committee

325、has discretionaryauthority to grant Awards pursuant to the 2017 LTIP which does not contain any provision forautomatic grants.Federal Income Tax Treatment of AwardsThe following summary discussion of the United States federal income tax implications of Awardsunder the 2017 LTIP is based on the provi

326、sions of the IRC as of the date of this Proxy Statement.Thissummary is not intended to be exhaustive and does not,among other things,describe state,local orforeign tax consequences and such tax consequences may not correspond to the federal income taxtreatment described herein.The exact federal inco

327、me tax treatment of transactions could varydepending upon the specific facts and circumstances involved and participants are advised to consulttheir personal tax advisors with regard to all consequences arising from the grant,vesting or exerciseof Awards and the disposition of any acquired common sh

328、ares.Incentive Stock OptionsISOs may only be granted to our employees.No taxable ordinary income to the participant or a deduction tous will be realized at the time the ISO is granted or exercised.If the participant holds the common sharesreceived as a result of an exercise of an ISO for at least tw

329、o years from the grant date and one year fromthe exercise date,then(1)any gain realized on disposition of the common shares is treated as a long-termcapital gain and any loss sustained will be a long-term capital loss and(2)we are not entitled to adeduction.If the common shares acquired by an exerci

330、se of an ISO are disposed of within either of theseperiods(i.e.,a“disqualifying disposition”),then the participant must include in his or her income,as taxablecompensation for the year of the disposition,an amount equal to the excess,if any,of the fair market valueof the common shares upon exercise

331、of the stock option over the stock option exercise price(or,if less,theexcess of the amount realized upon disposition over the stock option exercise price).In such case,we willgenerally be entitled to a deduction,generally in the year of such a disposition,for the amount includible inthe participant

332、s income as taxable compensation.The participants basis in the common shares acquiredupon exercise of an ISO is equal to the stock option exercise price paid,plus any amount includible in his orher income as a result of a disqualifying disposition.The rules that generally apply to ISOs do not applyw

333、hen calculating any alternative minimum tax liability.The rules affecting the application of the alternativeminimum tax are complex,and their effect depends on individual circumstances,including whether aparticipant has items of adjustment other than those derived from ISOs.Non-Qualified Stock OptionsA NQSO results in no taxable income to the participant or deduction to us at the time it is grante