Big Lots Inc. (BIG) 2012年年度報告「NYSE」.pdf

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1、201 2 Annual Re p o r tF inanc ial Highlight s (Unaudited Adjusted Results)(a)The results of Big Lots Canada are included from the date of acquisition(July 18,2011)and forward.(b)The results for fiscal year 2012 include 53 weeks,while the results for fiscal years 2011 and 2010 include 52 weeks.(c)Th

2、is item is shown excluding the impact of certain items for fiscal year 2012.A reconciliation of the difference between GAAP and the non-GAAP financial measures presented in this table for fiscal year 2012 is shown on the following page.(d)Includes depreciation and amortization of$95,602,$82,851,and$

3、74,041 for fiscal years 2012,2011,and 2010,respectively.(e)Includes capital expenditures of$131,273,$131,293,and$107,563 for fiscal years 2012,2011,and 2010,respectively.(f)Cash flow is calculated as cash provided by operating activities less cash used in investing activities.$3.00$2.75$2.50$2.25201

4、020112012$2.99$2.99$2.831,6001,5501,5001,4501,4001,3501,3002010201120121,5741,5331,398$5.5B$5.3B$5.0B$4.8B$4.5B201020112012$5.4B$5.2B$5.0BNet sales(a)(b)Earnings from continuing operations per share-diluted(a)(b)(c)Store count(a)Fiscal Year ($in thousands,except per share amounts and sales per selli

5、ng square foot)2012(a)2011(a)2010 Earnings Data(b)Net sales$5,400,119$5,202,269$4,952,244 Net sales increase 3.8%5.0%4.8%Income from continuing operations(c)$180,553$207,235$222,547 Income from continuing operations(decrease)increase(c)(12.9)%(6.9)%13.8%Earnings from continuing operations per share-

6、diluted(c)$2.99$2.99$2.83 Earnings from continuing operations per share-diluted increase(c)0.0%5.7%19.4%Average diluted common shares outstanding(000s)60,476 69,419 78,581 Gross margin-%of net sales(c)39.3%39.8%40.6%Selling and administrative expenses-%of net sales 31.7%31.4%31.8%Depreciation expens

7、e-%of net sales 2.0%1.7%1.6%Operating profit-%of net sales(c)5.6%6.6%7.2%Non-operating expense,including interest-%of net sales 0.1%0.1%0.0%Income from continuing operations-%of net sales(c)3.3%4.0%4.5%Balance Sheet Data and Financial RatiosCash and cash equivalents$60,581$68,547$177,539 Inventories

8、 918,023 825,195 762,146 Property and equipment-net 593,562 572,767 524,906 Total assets 1,753,626 1,641,310 1,619,599 Borrowings under bank credit facility 171,200 65,900 Shareholders equity 758,142 823,233 946,793 Working capital$460,996$421,836$509,788 Current ratio 1.7 1.7 1.9 Inventory turnover

9、(b)(c)3.5 3.6 3.6 Bank borrowings to total capitalization 18.4%7.4%0.0%Return on assets-continuing operations(b)(c)10.6%12.7%13.5%Return on shareholders equity-continuing operations(b)(c)22.8%23.4%22.8%Cash Flow Data(b)Cash provided by operating activities(d)$281,133$318,471$315,257 Cash used in inv

10、esting activities(e)(130,357)(120,712)(114,552)Cash flow(f)$150,776$197,759$200,705 Store Data Stores open at end of the fiscal year 1,574 1,533 1,398 Gross square footage(000s)47,376 45,780 42,037 Selling square footage(000s)34,267 33,119 30,210 Increase in selling square footage 3.5%9.6%3.5%Averag

11、e selling square footage per store 21,771 21,604 21,609 Big Lots,Inc.2012 Annual Report(g)The earnings per share for continuing operations,discontinued operations and net income are separately calculated in accordance with Accounting Standards Codification (ASC)260;therefore,the sum of earnings per

12、share for continuing operations and discontinued operations may differ,due to rounding,from the calculated earnings per share of net income.Fiscal Year ($in thousands,except per share amounts and sales per selling square foot)2012(a)2011(a)2010 U.S.Segment Sales and Store Data(b)Comparable store sal

13、es(decrease)increase (2.7)%0.1%2.5%Average sales per store$3,561$3,608$3,556 Sales per selling square foot$163$166$166 Stores open at end of the fiscal year 1,495 1,451 1,398 Canada Segment Sales and Store Data(b)Average sales per store$1,960$757 Sales per selling square foot$94$39 Stores open at en

14、d of the fiscal year 79 82 The Unaudited Adjusted Results,which include financial measures that are not calculated in accordance with accounting principles generally accepted in the United States of America(GAAP),are presented in order to provide additional meaningful financial information for the p

15、eriod presented.The Unaudited Adjusted Results should not be construed as an alternative to the reported results determined in accordance with GAAP.Our definition of adjusted results may differ from similarly titled measures used by other companies.While it is not possible to predict future results,

16、our management believes that the adjusted non-GAAP information is useful for the assessment of our ongoing operations.The Unaudited Adjusted Results should be read in conjunction with our Consolidated Financial Statements and the related Notes contained in our Form 10-K for fiscal 2012.The 2012 Unau

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

18、s sold as a result of our successful implementation of new inventory management systems.($in thousands,except per share amounts)Net sales$5,400,119 100.0%$5,400,119 100.0%Cost of sales 3,282,469 60.8 (5,574)3,276,895 60.7 Gross profit 2,117,650 39.2 5,574 2,123,224 39.3 Selling and administrative ex

19、penses 1,712,910 31.7 1,712,910 31.7 Depreciation expense 106,286 2.0 106,286 2.0 Operating profit 298,454 5.5 5,574 304,028 5.6 Interest expense (4,192)(0.1)(4,192)(0.1)Other income(expense)51 0.0 51 0.0 Income from continuing operations before income taxes 294,313 5.5 5,574 299,887 5.6 Income tax

20、expense 117,148 2.2 2,186 119,334 2.2 Income from continuing operations 177,165 3.3 3,388 180,553 3.3 Loss from discontinued operations (44)(0.0)(44)(0.0)Net income$177,121 3.3%$3,388$180,509 3.3%Earnings per common share-basic:(g)Continuing operations$2.96$0.06$3.02 Discontinued operations Net inco

21、me$2.96$0.06$3.02 Earnings per common share-diluted:(g)Continuing operations$2.93$0.06$2.99 Discontinued operations Net income$2.93$0.06$2.98 Fiscal Year 2012Adjustment to exclude change in inventory accounting principleReported(GAAP)Unaudited AdjustedResults(non-GAAP)BRAND NAMES.EXTREME VAL UE.Its

22、the magic combination that consistently delights our customers and turns a brief shopping trip into a treasure hunt.Its the excitement of finding great merchandise at an incredible price,the thrill of saving money,and the pleasure of shopping in a clean,bright store.Above all,its our brand promisede

23、fining the way we serve our customers.Dear Shareholders:One of the toughest challenges in business today is to renew a successful company,positioning it for long-term growth and profitability while maintaining performance in the marketplace.Its a challenge I have always embraced.When I came to Big L

24、ots in 2005,I had the opportunity to lead this unique retail company on a journey toward profitable growth and shareholder value creation.This past December,I announced my intention to retire in 2013.At the time of this writing,were conducting a search for a new CEO.Ive committed to the Board to rem

25、ain in charge as long as it takes to ensure a smooth transition of my role and responsibilities.The last 8 years have been very rewarding for our associates and shareholders,and Im incredibly proud of what has been accomplished.Our WIN strategy,or Whats Important Now,made meaningful improvements in

26、merchandising,real estate,and operating expenses:Big Lots,Inc.2012 Annual Report Extreme Value on Great Merchandise:Extreme Value is the cornerstone of our brand it is the central tenet of our strategy and it differentiates us from other retailers in a highly competitive environment.It represents a

27、promise to our customers to offer unique merchandise at exceptional values.Our intense focus on improving the quality,value,and relevance of our merchandise assortments has been critical to our growth.Our sales of$5.4 billion in 2012 represent a$1 billion increase over 2005 when we began our WIN str

28、ategy.Opportunistic Real Estate Strategy:As you may recall,the U.S.real estate market was surging back in 2005,and many retailers were aggressively growing their store counts.At the time,we operated over 1,500 storesall in the U.S.but our sales trends had softened,and we needed to take action to enh

29、ance the financial health of our business.We slowed new store openings and increased store closings (including exiting the stand-alone furniture business),which reduced our overall store count to 1,401 by the end of 2005.In the years to follow,the downturn in the real estate market created opportuni

30、ties for us to open new stores,often in locations with demographics and traffic patterns better than our traditional fleet of stores.We ended 2012 with 1,495 stores in the U.S.and a better quality fleet from a location and condition of store perspective.This has been critical in our ability to drive

31、 store productivity from$146 per selling square foot in 2005 to$163 in 2012.Relentless Expense Control:In my first letter to our shareholders,I noted our cost of operations,in relation to sales,was just too high and it was critical for the future success of the business to reduce our expense structu

32、re.At that time,the expense ratio was 38.5%,and we quickly took actions to reduce our inventory levels and improve sell-through,realign our field operating structure,eliminate management redundancies,streamline tasks to reduce store payroll,and consolidate distribution operations.Over the years weve

33、 developed a culture that continuously and relentlessly looks to do more with less,and it shows in our results.For the last two years,the expense ratio has been closer to 33%,a significant improvement from where we started.This is a key component of our business model it allows us to leverage expens

34、es on relatively low comparable store sales growth,and continuously provide Extreme Value prices to our customers.Steven S.Fishman|Chairman,CEO and PresidentEXTREME VAL UE is t he c o r ne r s t o ne o f o ur br and.All combined,we took a business that was marginally profitable and posted 6 consecut

35、ive years of record earnings,growing EPS from$0.14 in 2005 to$2.99(non-GAAP)in 2012.We generated nearly$2.5 billion of cash from operating activities,and reinvested it back into the business or returned it to you,our shareholders.Since 2005,weve invested nearly$1.9 billion to repurchase 71 million s

36、hares,or 62%of the share base,at an average price of less than$27.Beyond new store growth,our investments included an expansion into Canada,improvements in information technology,and training&development of our associates:Expanding into Canada:In July 2011,we acquired Liquidation World,a broadline c

37、loseout retailer in Canada.As a stand-alone business,Liquidation World had not been profitable in years and was struggling to survive.We devised a WIN strategy to increase and improve merchandise assortments,clean up the stores,and rebuild the team.Were now in our second year of ownership,and were m

38、aking good progress toward our goals.In 2012,we saw strength in the consumables,furniture,and seasonal categories as customers continued to respond favorably to our expanded assortments,higher quality merchandise,and Extreme Value.In 2013,well start to introduce the Big Lots brand to Canada by openi

39、ng a couple of new stores and rebranding a handful of existing Liquidation World locations.We expect Big Lots Canada to be an important part of our long-term growth strategy,and we are eager to realize its full potential.Investing in Technology:For those of you who have followed us for any length of

40、 time,you know we like to be proactive in our investments in technology and infrastructure.We believe this approach yields a better,more cost effective product.Our investments over the years have included new point of sale register systems,new merchandising&inventory systems,and new financial system

41、s.In 2012,we started work on a new warehouse management system,new HR systems,and new real estate systems each targeted at increasing productivity,streamlining business processes,and positioning us for the future.People-Our Most Important Asset:During my tenure at Big Lots,Ive had the opportunity to

42、 work with so many great people that have helped to reinvigorate this business.As a company,we strive to attract and retain a diverse team of highly motivated and talented individuals.At any given moment,there are nearly 40,000 people working in our stores,distribution centers,field organization,and

43、 corporate office.Were committed to driving successful talent management throughout our organization.Talent Development programs like our Merchant in Training(MIT)Program,Building Excellent Store Teams(BEST),1000 Ways To Succeed,our Leadership Institute,and our Store Management Program are helping u

44、s prepare our team for new challenges and future growth.We believe a workplace that values associates,rewards contributions,and encourages growth and development is essential for our long-term success and prosperity.We also believe it is important to give back to the communities that support us.I am

45、 very proud of initiatives such as our Lots2Give program,our national 18-year partnership with Toys for Tots,and our support of the Furniture Bank of Central Ohio.Additionally,our community involvement extends to Feeding America,food pantries,and dozens of other programs in education,the arts,and so

46、cial servicesin the communities we serve.We be lie ve in a wo r k p lac e t hat value s as s o c iat e s and e nc o ur age s gr o wt hand de ve lo p me nt.All of this has been accomplished during some of the most volatile,uncertain economic periods in U.S.history.Yet despite these unpredictable time

47、s,weve remained focused with a consistent goal of being nothing less than the best,most exciting value retailer.We are proud of our achievements and aswe look forward to 2013 and beyond,we knowour continued success depends on our ability to evolve with our customers,to be more innovative and efficie

48、nt,and to take advantage of new opportunities to continue to deliver Extreme Value.Every three years,we develop the Companys long range plan,a vision of where we see the future opportunitiesfor Big Lots.Its a strategic roadmap for the future of the business.This years plan has a few key test initiat

49、ives,all with a common objectivedrivehigher sales and transactions by reducing customer barriers to shopping our stores:Full Market Remodels:This test represents our most extensive remodel effort to date.The objective is simplegive our customer a“like new”shopping experience.Unlike store-by-store re

50、novation programs of the past,this initiative is focused on an entire market important markets where we have a history of success.The store renovations are extensivenew fixtures,floors,ceilings,doors,lighting,and signs.And when the construction is complete,we invite our customers back to the stores

51、in the market with local media and marketing.Loyalty Program Improvements:Since its introduction in 2008,weve built a loyalty program with over 15 million members.The program has allowed us to explore new and innovative ways to reach our customers.For instance,our members receive online ad circulars

52、 and notifications of special promotions and shopping events.Were now looking to make the program even more successful to get our most loyal customers into our stores more often and develop new Big Lots fanatics.Coolers,Freezers,and SNAP Benefits:We are also executing a test that combines adding coo

53、lers and freezers to our stores and accepting food stamps(or SNAP benefits as they are known today)as a form of payment.The recent economic downturn has left more and more Americans relying on government assistance.In the past,we have not accepted food stamps and,for many,this may be a reason for no

54、t shopping our stores.We recognize the importance of evolving with our customers.However,to be able to accept SNAP benefits,a retailer must qualify by offering a product assortment that complies with federal regulations.For Big Lots,this requires adding perishable food in coolers and freezers.We bel

55、ieve a successful test will mean our customers shop the entire store,not just the refrigerated convenience items but that is why it is a test.After nearly four decades in retail,Im excited to embark on a new chapter of my life,enjoying the years ahead with my family and friends.I want to thank all o

56、f our associates,our Board of Directors,and our shareholders for their support during my tenure.As I look to the future,I remain confident in the direction of the Company and believe Big Lots is well positioned to build on our past success and generate profitable growth for many years to come.Sincer

57、ely,Steven S.FishmanChairman,CEO and PresidentBig Lots,Inc.2012 Annual Report We ve r e maine d f o c us e d o n be ing no t hing le s s t han t he be s t.Dir e c t o r s&Ex e c ut ive sBoard of DirectorsJeffrey P.Bergerformer President&Chief Executive OfficerHeinz North America Foodservice;former E

58、xecutive Vice President,Global FoodserviceH.J.Heinz CompanyJames R.ChambersPresident&Chief Operating OfficerWeight Watchers International,Inc.Steven S.FishmanChairman,Chief ExecutiveOfficer&PresidentBig Lots,Inc.Peter J.Hayesformer Chief Operating Officer Variety Wholesalers,Inc.Brenda J.Lauderbackf

59、ormer President,Wholesale Group Nine West Group,Inc.Philip E.Mallottformer Vice President&Chief Financial OfficerIntimate Brands,Inc.Russell Soltformer Executive Vice President&Chief Financial OfficerWest Marine,Inc.James R.Tenerformer President&Chief Operating OfficerBrook Mays Music CompanyDennis

60、B.TishkoffChairman&Chief Executive OfficerDrew Shoe CorporationBig Lots,Inc.2012 Annual Report Company ExecutivesChairman,Chief Executive Officer&PresidentSteven S.FishmanExecutive Vice PresidentsLisa M.Bachmann Chief Operating Officer Joe R.Cooper President,Big Lots CanadaCharles W.Haubiel II Chief

61、 Administrative OfficerJohn C.Martin Chief Merchandising OfficerSenior Vice PresidentsRobert C.ClaxtonMarketingTimothy A.Johnson Chief Financial OfficerNorman J.Rankin Big Lots Capital&WholesaleCarlos V.RodriguezDistribution&Transportation ServicesMichael A.Schlonsky Human ResourcesTimothy J.Slade S

62、tore OperationsVice PresidentsTimothy C.Anderson Store Operations SupportRebecca R.Arum Marketing&Merchandise PresentationL.Stephanie Brown Divisional Merchandise ManagerAaron L.Bucklew Technology&Data ServicesVirginia A.Chase Store OperationsWilliam ConeyStore OperationsKevin R.DayReal Estate Charl

63、es H.EllisDivisional Merchandise Manager&Global SourcingRichard L.FanninInformation Technology DevelopmentWilliam R.Gleussner Store Operations Vice Presidents(Continued)Mollie M.Hall Store OperationsCraig A.Hart Real Estate AdministrationGary E.Huber Store Operations John E.Ingersoll Planning&Alloca

64、tion,Big Lots CanadaMichael A.Jasinowski Store OperationsStella M.Keane Talent ManagementKaren L.Lutz-Lento Divisional Merchandise ManagerLaurie E.Murdick Merchandise PlanningThomas R.MyronStore OperationsTodd A.Noethen Distribution Support Services Jared A.Poff TreasurerChristopher W.Rath Finance,B

65、ig Lots Canada Chadwick P.Reynolds Deputy General Counsel&Assistant Corporate SecretaryShelley L.Rubin AdvertisingPaul A.Schroeder ControllerRobert S.Segal Chief Merchandising Officer,Big Lots CanadaSteven R.Smart Divisional Merchandise ManagerSharon A.Smith AllocationWayne W.Stockton Divisional Mer

66、chandise ManagerJerome A.Vetter Divisional Merchandise ManagerL.Michael Watts TaxStewart W.Wenerstrom Program Management OfficeLansing E.Williams Loss PreventionBoris Zelmanovich Divisional Merchandise ManagerBig Lots,Inc.300 Phillipi Road Columbus,Ohio 43228 April 16,2013 Dear Shareholder:We cordia

67、lly invite you to attend the 2013 Annual Meeting of Shareholders of Big Lots,Inc.The Annual Meeting will be held at our corporate offices located at 300 Phillipi Road,Columbus,Ohio,on May 30,2013,beginning at 9:00 a.m.EDT.The following pages contain the Notice of Annual Meeting of Shareholders and t

68、he Proxy Statement.You should review this material for information concerning the business to be conducted at the Annual Meeting.Your vote is important.Whether or not you plan to attend the Annual Meeting,you are urged to vote as soon as possible.If you attend the Annual Meeting,you may revoke your

69、proxy and vote in person,even if you have previously submitted a proxy.We have elected to take advantage of Securities and Exchange Commission rules that allow us to furnish proxy materials to certain shareholders on the Internet.On or about the date of this letter,we began mailing a Notice of Inter

70、net Availability of Proxy Materials to shareholders of record at the close of business on April 1,2013.At the same time,we provided those shareholders with access to our online proxy materials and filed our proxy materials with the Securities and Exchange Commission.We believe furnishing proxy mater

71、ials to our shareholders on the Internet will allow us to provide our shareholders with the information they need,while lowering the costs of delivery of our proxy materials and reducing the environmental impact of the Annual Meeting.Thank you for your ongoing support of,and continued interest in,Bi

72、g Lots,Inc.Respectfully submitted,STEVEN S.FISHMAN Chairman,Chief Executive Officer and PresidentBig Lots,Inc.300 Phillipi Road Columbus,Ohio 43228 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 30,2013 Notice is hereby given that the 2013 Annual Meeting of Shareholders of Big Lots,Inc.will

73、 be held at our corporate offices located at 300 Phillipi Road,Columbus,Ohio,on May 30,2013,beginning at 9:00 a.m.EDT,for the following purposes:1.To elect nine directors of Big Lots,Inc.;2.To approve,on an advisory basis,the compensation of our named executive officers,as disclosed in our 2013 Prox

74、y Statement pursuant to Item 402 of Regulation S-K,including the Compensation Discussion and Analysis,compensation tables and the narrative discussion accompanying the tables;3.To ratify the appointment of Deloitte&Touche LLP as our independent registered public accounting firm for fiscal 2013;and4.

75、To transact such other business as may properly come before the Annual Meeting.Only shareholders of record at the close of business on the record date,April 1,2013,are entitled to notice of and to vote at the Annual Meeting and any postponement or adjournment thereof.By Order of the Board of Directo

76、rs,CHARLES W.HAUBIEL II Executive Vice President,Chief Administrative Officer and Corporate Secretary April 16,2013 Columbus,Ohio Your 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 pr

77、eviously submitted a proxy.iBIG LOTS,INC.PROXY STATEMENT TABLE OF CONTENTS ABOUT THE ANNUAL MEETING .1PROPOSAL ONE .4GOVERNANCE.7DIRECTOR COMPENSATION.12STOCK OWNERSHIP.14EXECUTIVE COMPENSATION.16PROPOSAL TWO.57AUDIT COMMITTEE DISCLOSURE.59PROPOSAL THREE.61SHAREHOLDER PROPOSALS .61ANNUAL REPORT ON F

78、ORM 10-K.61PROXY SOLICITATION COSTS.61OTHER MATTERS.62-1-Big Lots,Inc.300 Phillipi Road Columbus,Ohio 43228PROXY STATEMENTThis Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors(“Board”)of Big Lots,Inc.,an Ohio corporation(“we,”“us,”“our”and“Big Lot

79、s”),for use at the 2013 Annual Meeting of Shareholders to be held on May 30,2013(“Annual Meeting”),at our corporate offices located at 300 Phillipi Road,Columbus,Ohio at 9:00 a.m.EDT.On or about April 16,2013,we began mailing to our shareholders of record at the close of business on April 1,2013,a N

80、otice of Internet Availability containing instructions on how to access the Notice of Annual Meeting of Shareholders,this Proxy Statement and our Annual Report to Shareholders for the fiscal year ended February 2,2013(“fiscal 2012”).ABOUT THE ANNUAL MEETING Purpose of the Annual Meeting At the Annua

81、l Meeting,shareholders will act upon the matters outlined in the Notice of Annual Meeting included with this Proxy Statement.Specifically,the shareholders will be asked to:(1)elect nine directors to the Board;(2)approve,on an advisory basis,the compensation of our named executive officers,as disclos

82、ed in this Proxy Statement pursuant to Item 402 of Regulation S-K,including the Compensation Discussion and Analysis,compensation tables and the narrative discussion accompanying the tables(“say-on-pay vote”);(3)ratify the appointment of Deloitte&Touche LLP as our independent registered accounting f

83、irm for the fiscal year ending February 1,2014(“fiscal 2013”);and(4)transact such other business as may properly come before the Annual Meeting.Shareholder Voting Rights Only those shareholders of record at the close of business on April 1,2013,the record date for the Annual Meeting,are entitled to

84、receive notice of,and to vote at,the Annual Meeting.At the record date,we had outstanding thereof to one vote on each matter to be voted upon at the Annual Meeting or any postponement or adjournment thereof.The holders of our common shares have no cumulative voting rights in the election of director

85、s.All voting at the Annual Meeting will be governed by our Amended Articles of Incorporation,our Code of Regulations and the General Corporation Law of the State of Ohio.Registered Shareholders and Beneficial Shareholders If our common shares are registered in your name directly with our transfer ag

86、ent,Computershare Investor Services,LLC,you are considered,with respect to those common shares,a registered shareholder.If our common shares are held for you in a brokerage account or by a bank or other holder of record,you are considered the beneficial shareholder of the common shares held in stree

87、t name.58,218,482 common shares,$0.01 par value per share.Each of the outstanding common shares entitles the holder-2-Internet Availability of Proxy MaterialsIn accordance with rules adopted by the Securities and Exchange Commission(“SEC”),instead of mailing a printed copy of our proxy materials to

88、each shareholder of record,we are permitted to furnish our proxy materials,including the Notice of Annual Meeting of Shareholders,this Proxy Statement and our Annual Report to Shareholders,by providing access to such documents on the Internet.Generally,shareholders will not receive printed copies of

89、 the proxy materials unless they request them.A Notice of Internet Availability that provides instructions for accessing our proxy materials on the Internet was mailed directly to registered shareholders.The Notice of Internet Availability also provides instructions regarding how registered sharehol

90、ders may vote their common shares on the Internet.Registered shareholders who prefer to receive a paper or email copy of our proxy materials should follow the instructions provided in the Notice of Internet Availability for requesting such materials.A notice that directs our beneficial shareholders

91、to the website where they can access our proxy materials should be forwarded to each beneficial shareholder by the broker,bank or other holder of record who is considered the registered shareholder with respect to the common shares of the beneficial shareholder.Such broker,bank or other holder of re

92、cord should also provide to the beneficial shareholders instructions on how the beneficial shareholders may request a paper or email copy of our proxy materials.Beneficial shareholders have the right to direct their broker,bank or other holder of record on how to vote their common shares by followin

93、g the voting instructions they received from their broker,bank or other holder of record.To enroll in the electronic delivery service for future shareholder meetings,use your Notice of Internet Availability(or proxy card,if you received printed copies of the proxy materials)to register online at and

94、,when prompted,indicate that you agree to receive or access shareholder communications electronically in future years.Attendance at the Annual Meeting All of our shareholders as of the record date,or their duly appointed proxies,may attend the Annual Meeting.Registration and seating will begin at 8:

95、30 a.m.EDT,and the Annual Meeting will begin at 9:00 a.m.EDT.If you attend the Annual Meeting,please note that you may be asked to present valid picture identification,such as a drivers license or passport.Cameras,recording devices and other electronic devices will not be permitted at the Annual Mee

96、ting.Please also note that if you hold your common shares as a beneficial shareholder,you may be asked to check in at the Annual Meeting registration desk and present a copy of a brokerage or bank statement reflecting your beneficial ownership of our common shares as of the record date.How to Vote A

97、fter receiving the Notice of Internet Availability(or proxy card,if you received printed copies of the proxy materials),registered shareholders are urged to visit to access our proxy materials.You will have the opportunity to vote your common shares online at until May 29,2013 at 11:59 p.m.EDT.When

98、voting online,you must follow the instructions posted on the website and you will need the control number included on your Notice of Internet Availability(or proxy card,if applicable).If,after receiving the Notice of Internet Availability,you request(via toll-free telephone number,e-mail or online)t

99、hat we send you paper or electronic copies of our proxy materials,you may vote your common shares by completing,dating and signing the proxy card included with the materials and returning it in accordance with the instructions provided.If you properly complete your proxy online or you complete,date,

100、sign and return your proxy card no later than 11:59 p.m.EDT on May 29,2013,your common shares will be voted as you direct.If you are a registered shareholder and attend the Annual Meeting,you may deliver your completed proxy card in person.A registered shareholder may revoke a proxy at any time befo

101、re it is exercised by filing with our Corporate Secretary a written notice of revocation or duly executing and delivering to the Company a proxy bearing a later date.A registered shareholder may also revoke a proxy by attending the Annual Meeting and giving written notice of revocation to the secret

102、ary of the meeting.Attendance at the Annual Meeting will not by itself revoke a previously granted proxy.-3-Beneficial shareholders should follow the procedures and directions set forth in the materials they should receive from the broker,bank or other holder of record who is the registered holder o

103、f their common shares to instruct such registered holder how to vote those common shares or revoke previously given voting instructions.Please contact your broker,bank or other holder of record to determine the applicable deadlines.Beneficial shareholders who wish to vote at the Annual Meeting will

104、need to obtain and provide to the secretary of the meeting a completed form of proxy from the broker,bank or other holder of record who is the registered holder of their common shares.Brokers,banks and other holders of record who hold common shares for beneficial owners in street name may vote such

105、common shares on“routine”matters(as determined under New York Stock Exchange(“NYSE”)rules),such as Proposal Three,without specific voting instructions from the beneficial owner of such common shares.Such brokers,banks and other holders of record may not,however,vote such common shares on“non-routine

106、”matters,such as Proposal One and Proposal Two,without specific voting instructions from the beneficial owner of such common shares.Proxies that are signed and submitted by such brokers,banks and other holders of record that have not been voted on“non-routine”matters are referred to as“broker non-vo

107、tes.”Broker non-votes will not be counted for purposes of determining the number of common shares necessary for approval of any matter to which broker non-votes apply(i.e.,broker non-votes will have no effect on the outcome of such matter).Householding SEC rules allow multiple shareholders residing

108、at the same address the convenience of receiving a single copy of the Annual Report to Shareholders,proxy materials and Notice of Internet Availability if they consent to do so(“householding”).Householding is permitted only in certain circumstances,including when you have the same last name and addr

109、ess as another shareholder.If the required conditions are met,and SEC rules allow,your household may receive a single copy of the Annual Report to Shareholders,proxy materials and Notice of Internet Availability.Upon request,we will promptly deliver a separate copy of the Annual Report to Shareholde

110、rs,proxy materials and Notice of Internet Availability,as applicable,to a shareholder at a shared address to which a single copy of the document(s)was delivered.Such a request should be made in the same manner as a revocation of consent for householding.You may revoke your consent for householding a

111、t any time by contacting Broadridge Financial Solutions,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 from the householding program within 30 days of receipt of your instructions,at

112、which time you will be sent separate copies of the documents sent to our shareholders.Beneficial shareholders can request more information about householding from their brokers,banks or other holders of record.Tabulation of Votes Tabulation of the votes cast at the Annual Meeting will be performed b

113、y Broadridge,and such tabulation will be inspected by our duly appointed inspectors of election.Boards Recommendations Subject to revocation,all proxies that are properly completed and timely received will be voted in accordance with the instructions contained therein.If no instructions are given(ex

114、cluding broker non-votes),the persons named as proxy holders will vote the common shares in accordance with the recommendations of the Board.The Boards recommendations are set forth together with the description of each proposal in this Proxy Statement.In summary,the Board recommends a vote:(1)FOR t

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

116、ables and the narrative discussion accompanying the tables(see Proposal Two);and(3)FOR the ratification of Deloitte&Touche LLP as our independent registered public accounting firm for fiscal 2013(see Proposal Three).If any other matter properly comes before the Annual Meeting,or if a director nomine

117、e named in this Proxy Statement is unable to serve or for good cause will not serve,the proxy holders will vote on such matter or for a substitute nominee as recommended by the Board.-4-Quorum The presence,in person or by proxy,of the holders of a majority of the outstanding common shares entitled t

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

119、for purposes of establishing a quorum.Vote Required to Approve a Proposal Proposal One Our Corporate Governance Guidelines contain a majority vote policy and our Amended Articles of Incorporation impose a majority vote standard.Specifically,Article Eighth of our Amended Articles of Incorporation pro

120、vides that if a quorum is present at the Annual Meeting,a director nominee in an uncontested election will be elected to the Board if the number of votes cast for such nominees election exceeds the number of votes cast against and/or withheld from such nominees election.In all director elections oth

121、er than uncontested elections,the nine director nominees receiving the greatest number of votes cast for their election will be elected as directors.An“uncontested election”generally means an election of directors at a meeting of shareholders in which the number of director nominees does not exceed

122、the number of directors to be elected and with respect to which no shareholder has submitted to us notice of an intent to nominate a candidate for election as a director at such meeting in accordance with our Code of Regulations,or,if such a notice has been submitted with respect to such meeting,pri

123、or to the commencement of the election of directors at such meeting,each such notice with respect to such meeting has been(1)withdrawn by its respective submitting shareholder in writing to our Corporate Secretary,(2)determined not to be a valid and effective notice of nomination,or(3)determined not

124、 to create a bona fide election contest.A properly executed proxy marked as withholding authority with respect to the election of one or more nominees for director will not be voted with respect to the nominee or nominees for director indicated.Broker non-votes will not be considered votes cast for

125、or against or withheld from a director nominees election at the Annual Meeting.See the“Governance Majority Vote Policy and Standard”section of this Proxy Statement for more information about our majority vote policy and standard.Other Matters For purposes of Proposal Two and Proposal Three,the affir

126、mative vote of the holders of a majority of the common shares represented in person or by proxy and entitled to vote on each such matter will be required for approval.The votes received with respect to Proposal Two and Proposal Three are advisory and will not bind the Board or us.A properly executed

127、 proxy marked“abstain”with respect to Proposal Two and Proposal Three will not be voted with respect to such matter,although it will be counted for purposes of determining the number of common shares necessary for approval of such matter.Accordingly,an abstention will have the effect of a negative v

128、ote for purposes of Proposal Two and Proposal Three.If no voting instructions are given(excluding broker non-votes),the persons named as proxy holders on the proxy card will vote the common shares in accordance with the recommendation of the Board.PROPOSAL ONE:ELECTION OF DIRECTORS At the Annual Mee

129、ting,the common shares represented by proxies will be voted,unless otherwise specified,for the election of the nine director nominees named below.All nine nominees are currently directors on our Board.Proxies cannot be voted at the Annual Meeting for more than nine persons.Set forth below is certain

130、 information relating to the director nominees,including each nominees age(as of the end of fiscal 2012),tenure as a director on our Board,current Board committee memberships,business experience and principal occupation for the past five or more years,the specific experience,qualifications,attribute

131、s or skills of each nominee that led to the conclusion that the nominee should serve as a director(which are in addition to the general qualifications discussed in the“Selection of Nominees by the Board”section below),and other public-5-company directorships held by each nominee during the past five

132、 years.Directors are elected to serve until the next annual meeting of shareholders and until their respective successors are elected and qualified,or until their earlier death,resignation or removal.As previously announced,on December 4,2012,Steven S.Fishman notified our Board that he intends to re

133、tire as our Chairman,CEO and President upon the appointment of his successor.Our Board has formed an ad hoc Search Committee for the purpose of identifying a new CEO to replace Mr.Fishman.The Search Committee has been assisted in its recruitment efforts by an independent executive search firm that p

134、rovides research and other pertinent information regarding potential candidates,and the search process is ongoing.In connection with his retirement,Mr.Fishman intends to resign from his positions as CEO and President once his successor is appointed.However,if that appointment occurs prior to the Ann

135、ual Meeting,Mr.Fishman intends to maintain his position on our Board through the Annual Meeting.In such case,our Board expects Mr.Fishman to resign from our Board,and our Board expects to appoint his successor to fill the resulting vacancy.Current Committee MembershipName AgeDirector SinceAudit Comm

136、itteeCompensation CommitteeNominating/Corporate Governance CommitteeStrategic Planning CommitteeSearch CommitteeJeffrey P.Berger632006*James R.Chambers552012*Steven S.Fishman622005Peter J.Hayes702008*Brenda J.Lauderback621997*Philip E.Mallott552003*Russell Solt652003*James R.Tener632005*Dennis B.Tis

137、hkoff691991*Committee Member*Committee ChairJeffrey P.Berger is the former Executive Vice President,Global Foodservice of H.J.Heinz Company(food manufacturer and marketer),and President and Chief Executive Officer of Heinz North America Foodservice(food manufacturer and marketer).Mr.Berger is also c

138、urrently a director of GNC Holdings,Inc.(health and wellness specialty retailer).The Board would be well served by the perspective provided by Mr.Bergers 14 years of experience as a chief executive of a multibillion dollar company,his service on another public company board and his qualification as

139、an“audit committee financial expert,”as defined by applicable SEC rules.James R.Chambers is the President and Chief Operating Officer of Weight Watchers International,Inc.(weight management services provider).He previously served as President of the US Snacks and Confectionery business unit and Gene

140、ral Manager of the Immediate Consumption Channel of Kraft Foods Inc.(food manufacturer).Mr.Chambers also served as President and CEO of Cadbury Americas(confectionery manufacturer),and as the President and Chief Executive Officer of Remy Amerique,Inc.(spirits manufacturer).Prior to his employment wi

141、th Remy Amerique,Inc.,Mr.Chambers served as the Chief Executive Officer of Paxonix,Inc.(online branding and packaging process solutions business),as the Chief Executive Officer of N(online grocery retailer),and as the Group President of Information Resources,Inc.(global market research provider).Mr.

142、Chambers spent the first 17 years of his career at Nabisco(food manufacturer),where he held leadership roles in sales,distribution,marketing and information technology,culminating in the role of President,Refrigerated Foods.Mr.Chambers previously served as a director of B&G Foods(food manufacturer)f

143、or seven years where he chaired the-6-Nominating and Governance Committee and served on the Compensation Committee.Mr.Chambers extensive cross-functional packaged goods industry experience and 15 year track record in general management make him an excellent candidate to serve on the Board.Steven S.F

144、ishman is the Chairman,Chief Executive Officer and President of Big Lots.Before joining us in July 2005,Mr.Fishman served as the President,Chief Executive Officer and Chief Restructuring Officer of Rhodes,Inc.(furniture retailer that filed for bankruptcy on November 4,2004);the Chairman and Chief Ex

145、ecutive Officer of Franks Nursery&Crafts,Inc.(lawn and garden specialty retailer that filed for bankruptcy on September 8,2004);and the President and Founder of SSF Resources,Inc.(investment and consulting).Mr.Fishmans strong leadership skills,proven management capabilities,and more than 36 years of

146、 diverse retail experience with discount,specialty and department store retailers,including 26 years of experience in a senior executive role,make Mr.Fishman an excellent choice to continue serving on the Board.Peter J.Hayes is the former Chief Operating Officer of Variety Wholesalers,Inc.(discount

147、retailer).Mr.Hayes also previously served as the President and Chief Operating Officer of Family Dollar Stores,Inc.(discount retailer);and the Chairman and Chief Executive Officer of the Gold Circle/Richway divisions of Federated Department Stores,Inc.(department store retailer).Mr.Hayes experience

148、in discount retail,his leadership experience at large corporations and his qualification as an“audit committee financial expert,”as defined by applicable SEC rules,make him well suited to continue serving on the Board.Brenda J.Lauderback is the former President Wholesale Group of Nine West Group,Inc

149、.(footwear retailer and wholesaler).Ms.Lauderback also previously served as the President Footwear Wholesale of U.S.Shoe Corporation(footwear retailer and wholesaler);and the Vice President,General Merchandise Manager of Dayton Hudson Corporation(department store retailer).Ms.Lauderback is also curr

150、ently a director of Dennys Corporation(restaurant operator)(where she is the chair of the corporate governance and nominating committee and a member of the audit committee),Select Comfort Corporation(bedding manufacturer and retailer)(where she is the chair of the corporate governance and nominating

151、 committee and a member of the compensation committee),and Wolverine World Wide,Inc.(footwear manufacturer)(where she is the chair of the governance committee and a member of the audit committee).Ms.Lauderback previously served as a director of Irwin Financial Corporation(bank holding company).Ms.La

152、uderbacks extensive service on the boards of other public companies and experience in leadership roles with other retailers make her well-suited to continue serving on the Board.Philip E.Mallott is the former Vice President and Chief Financial Officer of Intimate Brands,Inc.(intimate apparel and bea

153、uty product retailer).Mr.Mallott is also currently a director of GNC Holdings,Inc.(health and wellness specialty retailer)(where he is a member of the audit committee and compensation committee).Mr.Mallott previously served as a director of Tween Brands,Inc.(clothing retailer).Mr.Mallotts qualificat

154、ion as an“audit committee financial expert,”(as defined by applicable SEC Rules)his experience as a certified public accountant,his service on the boards of other public companies and charitable organizations,and his experience in leadership roles with other retailers led to the conclusion that he w

155、ould continue to be a valuable member of the Board.Russell Solt is the former Director of Investor Relations of West Marine,Inc.(boating supplies and accessories specialty retailer)where he also previously served as the Executive Vice President and Chief Financial Officer.Additionally,Mr.Solt previo

156、usly served as the Chief Financial Officer of Venture Stores,Inc.(discount retailer)and Williams-Sonoma,Inc.(home furnishing and cookware specialty retailer).Mr.Solts experience as a certified public accountant and as the Chief Financial Officer of other publicly-traded retailers,his background in i

157、nvestor relations and his qualification as an“audit committee financial expert,”(as defined by applicable SEC Rules)makes him well-suited to continue serving on the Board.James R.Tener is the former President and Chief Operating Officer of Brook Mays Music Company(music retailer and wholesaler that

158、filed for bankruptcy on July 11,2006).Mr.Tener also previously served as the Chief Operating Officer of The Sports Authority(sporting goods retailer).Mr.Teners extensive experience in senior leadership roles of other publicly-traded retailers and prior service on the board of a privately-held compan

159、y make him a strong choice to continue serving on the Board.-7-Dennis B.Tishkoff is the Chairman and Chief Executive Officer of Drew Shoe Corporation(footwear manufacturer,importer,exporter,retailer and wholesaler),and the President of Tishkoff and Associates,Inc.(retail consultant).Mr.Tishkoff prev

160、iously served as the President and Chief Executive Officer of Shoe Corporation of America(footwear retailer).Mr.Tishkoffs extensive experience in senior management roles of other retailers and wholesalers,his experience with importing merchandise and his leadership skills led to the conclusion that

161、he will continue to be a valuable member of the Board.THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH NOMINEE LISTED ABOVE.GOVERNANCEBoard Leadership and Presiding Director The Board is currently comprised of the individuals identified in Proposal One.Aside from Mr.Fishman,each of the ot

162、her nominees are independent(as defined by the applicable NYSE and SEC rules),non-employee directors(“outside directors”).Mr.Fishman is our Chief Executive Officer(“CEO”)and serves as Chairman of the Board.The Board also has a presiding director whose primary responsibility is to lead executive sess

163、ions of the Board at which our CEO and other members of management are not present.The role of presiding director is rotated quarterly among the outside directors.The presiding director is responsible for establishing an agenda for the session over which he or she presides and,upon the conclusion of

164、 an executive session of the Board,meeting with our CEO to address the matters discussed during the executive session.We believe that the current structure of the Board provides both independent leadership and the benefits afforded by having our CEO also serve as Chairman of the Board.As the individ

165、ual with primary responsibility for managing our day-to-day operations,our CEO is best positioned to chair regular Board meetings as we discuss key business and strategic issues.Coupled with an independent presiding director,this structure provides independent oversight while avoiding unnecessary co

166、nfusion regarding the Boards oversight responsibilities and the day-to-day management of our business operations.The Board also believes that Mr.Fishmans leadership,integrity and vision have been instrumental in our success and that he has the ability to execute both the short-term and long-term str

167、ategies necessary in the competitive marketplace in which we operate.Additionally,we have implemented mechanisms that we believe will ensure that we continue to maintain high standards of corporate governance and the continued accountability of our CEO to the Board,including a supermajority of indep

168、endent outside directors on the Board,the use of a presiding director,and the appointment of only independent outside directors to chair and serve on each of our standing Board committees.Board Meetings in Fiscal 2012 Eleven meetings of the Board were held during fiscal 2012.During fiscal 2012,each

169、director attended at least 75%of the aggregate of the total number of meetings of the Board and the committees on which he or she served(in each case,held during the periods that he or she served).It is our policy that each director nominee standing for election be present at the annual meeting of s

170、hareholders.Each director named in Proposal One attended the most recent annual meeting of shareholders held in May 2012.Under our Corporate Governance Guidelines,each director is expected to dedicate sufficient time and attention to ensure the diligent performance of his or her duties,including att

171、ending meetings of the shareholders,the Board and the committees of which he or she is a member.Role of the Boards CommitteesThe Board has standing Audit,Compensation,and Nominating/Corporate Governance Committees.The Board also has a Strategic Planning Committee.In fiscal 2012,the Board formed the

172、ad hoc Search Committee.Each committee reports on its activities to the Board.Audit Committee The primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibility with respect to:(1)the integrity of the financial reports and other financial information provid

173、ed by us to our shareholders and others;(2)our compliance with legal and regulatory requirements;(3)the engagement of our-8-independent registered public accounting firm and the evaluation of the firms qualifications,independence and performance;(4)the performance of our system of internal controls;

174、(5)our audit,accounting and financial reporting processes generally;and(6)the evaluation of enterprise risk issues.The Audit Committee was established in accordance with the Securities Exchange Act of 1934,as amended(“Exchange Act”),and each of its members is independent as required by the Audit Com

175、mittees charter and by the applicable NYSE and SEC rules.The Board has determined that each member of the Audit Committee is“financially literate,”as required by NYSE rules,and Messrs.Mallott and Hayes satisfy the standards for an“audit committee financial expert,”as defined by applicable SEC rules.

176、The functions of the Audit Committee are further described in its charter,which is available in the Investor Relations section of our website()under the“Corporate Governance”caption.The Audit Committee met eight times during fiscal 2012.Compensation Committee The Compensation Committee discharges th

177、e responsibilities of the Board relating to the administration of our compensation programs,including the compensation program for the members of our executive management committee(“EMC”).The EMC is currently comprised of the five executives named in the Summary Compensation Table(“named executive o

178、fficers”)and other executives holding the office of executive vice president or senior vice president.The responsibilities of the Compensation Committee include:(1)establishing our general compensation philosophy;(2)overseeing the development of our compensation programs;(3)approving goals and objec

179、tives for the incentive compensation awarded to the EMC members;(4)reviewing and recommending to the Board the other compensation for the non-CEO EMC members;(5)administering our compensation programs;and(6)reporting on the entirety of the executive compensation program to the Board.All members of t

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

181、 Committee met fourteen times during fiscal 2012.Nominating/Corporate Governance Committee The responsibilities of the Nominating/Corporate Governance Committee include:(1)recommending individuals to the Board for nomination as members of the Board and its committees;(2)taking a leadership role in s

182、haping our corporate governance policies and practices,including recommending to the Board changes to our Corporate Governance Guidelines and monitoring compliance with such guidelines;(3)monitoring issues associated with CEO succession and management development;and(4)reviewing the compensation of

183、the members of the Board and recommending any changes to such compensation to the Board for its approval.All members of the Nominating/Corporate Governance Committee are independent as required by the Committees charter and NYSE rules.The functions of the Nominating/Corporate Governance Committee ar

184、e further described in its charter,which is available in the Investor Relations section of our website()under the“Corporate Governance”caption.The Nominating/Corporate Governance Committee met three times during fiscal 2012.The Corporate Governance Guidelines,which comply with NYSE rules,can be foun

185、d in the Investor Relations section of our website()under the“Corporate Governance”caption.Strategic Planning Committee The responsibilities of the Strategic Planning Committee include:(1)assisting the Board and management in strategic planning;(2)providing guidance to the Board and management in th

186、e development of long-term business objectives and strategic plans;and(3)reviewing the long-term business objectives and strategic plans developed by management.All members of the Strategic Planning Committee are independent.The functions of the Strategic Planning Committee are further described in

187、its charter,which is available in the Investor Relations section of our website()under the“Corporate Governance”caption.The Strategic Planning Committee meets as it deems necessary.-9-Search CommitteeIn fiscal 2012,the Board formed an ad hoc Search Committee for the purpose of identifying a new CEO

188、to replace Mr.Fishman.The Search Committee was assisted in its recruitment efforts by an independent executive search firm that provides research and other pertinent information regarding potential candidates.Selection of Nominees by the Board The Nominating/Corporate Governance Committee has oversi

189、ght over a broad range of issues relating to the composition and operation of the Board.The Nominating/Corporate Governance Committee is responsible for recommending to the Board the appropriate skills and qualifications required of Board members,based on our needs from time to time.The Nominating/C

190、orporate Governance Committee also evaluates prospective director nominees against the standards and qualifications set forth in the Corporate Governance Guidelines.Although the Nominating/Corporate Governance Committee has not approved any specific minimum qualifications that must be met by a nomin

191、ee for director recommended by the Committee and has not adopted a policy with regard to the consideration of diversity in identifying director nominees,the Committee considers factors such as the prospective nominees relevant experience,character,intelligence,independence,commitment,judgment,promin

192、ence,age,and compatibility with our CEO and other members of the Board.The Nominating/Corporate Governance Committee also considers other relevant factors that it deems appropriate,including the current composition of the Board,diversity,the balance of management and independent directors,and the ne

193、ed for committee expertise.Before commencing a search for a new director nominee,the Nominating/Corporate Governance Committee confers with the Board regarding the factors it intends to consider in its search.In identifying potential candidates for Board membership,the Nominating/Corporate Governanc

194、e Committee considers recommendations from the Board,shareholders and management.A shareholder who wishes to recommend a prospective director nominee to the Board must send written notice to:Chair of the Nominating/Corporate Governance Committee,Big Lots,Inc.,300 Phillipi Road,Columbus,Ohio 43228.Th

195、e written notice must include the prospective nominees name,age,business address,principal occupation,ownership of our common shares,information that would be required under the rules of the SEC in a proxy statement soliciting proxies for the election of such prospective nominee as a director,and an

196、y other information that is deemed relevant by the recommending shareholder.Shareholder recommendations that comply with these procedures and that meet the factors outlined above will receive the same consideration that the recommendations of the Board and management receive.After completing its eva

197、luation of a prospective nominee,the Nominating/Corporate Governance Committee may make a recommendation to the Board that the targeted individual be nominated by the Board.The Board then decides whether to approve the nominee after considering the recommendation and report of the Nominating/Corpora

198、te Governance Committee.Any invitation to join the Board is extended to a prospective nominee by the chair of the Nominating/Corporate Governance Committee and our CEO,after approval by the Board.Pursuant to its written charter,the Nominating/Corporate Governance Committee has the authority to retai

199、n consultants and search firms to assist in the process of identifying and evaluating director candidates and to approve the fees and other retention terms for any such consultant or search firm.No such firm was retained in connection with the selection of the director nominees proposed for election

200、 at the Annual Meeting.Majority Vote Policy and StandardOur Amended Articles of Incorporation impose a majority vote standard in uncontested elections of directors and our Corporate Governance Guidelines contain a majority vote policy applicable to uncontested elections of directors.Article Eighth o

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

202、inees election.The majority vote policy contained in our Corporate Governance Guidelines requires any nominee for director who does not receive more votes cast for such nominees election than votes cast against and/or withheld as to his or her election to deliver his or her resignation from the Boar

203、d to the Nominating/Corporate Governance Committee.See the“About the Annual Meeting-Vote Required to Approve a Proposal-Proposal One”section of this Proxy Statement for more information about what constitutes an uncontested election.Broker non-votes have-10-no effect in determining whether the requi

204、red affirmative majority vote has been obtained.Withheld votes have the same effect as a vote against a director nominee.Upon its receipt of such resignation,the Nominating/Corporate Governance Committee will promptly consider the resignation and recommend to the Board whether to accept the resignat

205、ion or to take other action.The Board will act on the recommendation of the Nominating/Corporate Governance Committee no later than 100 days following the certification of the shareholder vote.The Nominating/Corporate Governance Committee,in making its recommendation,and the Board,in making its deci

206、sion,will evaluate such resignation in light of the best interests of Big Lots and our shareholders and may consider any factors and other information they deem relevant.We will promptly publicly disclose the Boards decision in a periodic or current report to the SEC.Determination of Director Indepe

207、ndence The Board undertook its most recent annual review of director independence in March 2013.During this annual review,the Board considered all transactions,relationships and arrangements between each director,his or her affiliates,and any member of his or her immediate family,on one hand,and Big

208、 Lots,its subsidiaries and members of senior management,on the other hand.The purpose of this review was to determine whether any such transactions or relationships were inconsistent with a determination that the director is independent in accordance with NYSE rules.As a result of this review,the Bo

209、ard affirmatively determined that,with the exception of Mr.Fishman,all of the directors nominated for election at the Annual Meeting and David T.Kollat,who served as a director during fiscal 2012,are independent of Big Lots,its subsidiaries and its management under the standards set forth in the NYS

210、E rules,and no director nominee has a material relationship with Big Lots,its subsidiaries or its management aside from his or her service as a director.Mr.Fishman is not an independent director due to his employment by Big Lots.In determining that each of the directors other than Mr.Fishman is inde

211、pendent,the Board considered charitable contributions to not-for-profit organizations of which these directors or immediate family members are executive officers or directors and determined that each of the transactions and relationships it considered was immaterial and did not impair the independen

212、ce of any of the directors.Related Person TransactionsThe Board and the Nominating/Corporate Governance Committee have the responsibility for monitoring compliance with our corporate governance policies,practices and guidelines applicable to our directors,nominees for director,officers and employees

213、.The Board and the Nominating/Corporate Governance Committee have enlisted the assistance of our General Counsels office and human resources management to fulfill this responsibility.Our written Corporate Governance Guidelines,Code of Business Conduct and Ethics,Code of Ethics for Financial Professi

214、onals,and human resources policies address governance matters and prohibit,without the consent of the Board or the Nominating/Corporate Governance Committee,directors,officers and employees from engaging in transactions that conflict with our interests or that otherwise usurp corporate opportunities

215、.Pursuant to our written related person transaction policy,the Nominating/Corporate Governance Committee also evaluates“related person transactions.”Consistent with SEC rules,we consider a related person transaction to be any transaction,arrangement or relationship(or any series of similar transacti

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

217、ted person had,has or will have a direct or indirect material interest.Under our policy,our directors,executive officers and other members of management are responsible for bringing all transactions,whether proposed or existing,of which they have knowledge and that they believe may constitute relate

218、d person transactions to the attention of our General Counsel.If our General Counsel determines that the transaction constitutes a related person transaction,our General Counsel will notify the chair of the Nominating/Corporate Governance Committee.Thereafter,the Nominating/Corporate Governance Comm

219、ittee will review the related person transaction,considering all factors and information it deems relevant,and either approve or disapprove the transaction in light of what the Committee believes to be the best interests of Big Lots and our shareholders.If advance approval is not practicable or if a

220、 related person transaction that has not been approved is discovered,the Nominating/Corporate Governance Committee will promptly consider whether to ratify the-11-related person transaction.Where advance approval is not practicable or we discover a related person transaction that has not been approv

221、ed and in each such case the Committee disapproves the transaction,the Committee will,taking into account all of the factors and information it deems relevant(including the rights available to us under the transaction),determine whether we should amend,rescind or terminate the transaction in light o

222、f what it believes to be the best interests of our shareholders and company.We do not intend to engage in related person transactions disapproved by the Nominating/Corporate Governance Committee.Examples of factors and information that the Nominating/Corporate Governance Committee may consider in it

223、s evaluation of a related person transaction include:(1)the reasons for entering into the transaction;(2)the terms of the transaction;(3)the benefits of the transaction to us;(4)the comparability of the transaction to similar transactions with unrelated third parties;(5)the materiality of the transa

224、ction to each party;(6)the nature of the related persons interest in the transaction;(7)the potential impact of the transaction on the status of an independent outside director;and(8)the alternatives to the transaction.Additionally,on an annual basis,each director,nominee for director and executive

225、officer must complete a questionnaire that requires written disclosure of any related person transaction.The responses to these questionnaires are reviewed by the Nominating/Corporate Governance Committee and our General Counsel to identify any potential conflicts of interest or potential related pe

226、rson transactions.Based on our most recent review conducted in the first quarter of fiscal 2013,we have not engaged in any related person transactions since the beginning of fiscal 2012.Boards Role in Risk OversightThe Board and its committees play an important role in overseeing the identification,

227、assessment and mitigation of risks that are material to us.In fulfilling this responsibility,the Board and its committees regularly consult with management to evaluate and,when appropriate,modify our risk management strategies.While each committee is responsible for evaluating certain risks and over

228、seeing the management of such risks,the entire Board is regularly informed about such risks through committee reports.The Audit Committee assists the Board in fulfilling its oversight responsibility relating to the performance of our system of internal controls,legal and regulatory compliance,our au

229、dit,accounting and financial reporting processes,and the evaluation of enterprise risk issues,particularly those risk issues not overseen by other committees.The Compensation Committee is responsible for overseeing the management of risks relating to our compensation programs.The Nominating/Corporat

230、e Governance Committee manages risks associated with corporate governance,related person transactions,succession planning,and business conduct and ethics.The Strategic Planning Committee assists the Board and management in managing risks related to strategic planning.The Public Policy and Environmen

231、tal Affairs Committee,a management committee that reports to the Nominating/Corporate Governance Committee,oversees management of risks associated with public policy,environmental and social matters that may affect our operations,performance or public image.Code of Business Conduct and Ethics&Code o

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

233、 accounting officer,controller and other persons performing similar functions.Both the Code of Business Conduct and Ethics and the Code of Ethics for Financial Professionals are available in the Investor Relations section of our website()under the“Corporate Governance”caption.We intend to post amend

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

235、fficer,principal accounting officer,controller or persons performing similar functions),if any,in the Investor Relations section of our website()under the“Corporate Governance”caption.-12-Compensation Committee Interlocks and Insider ParticipationDuring fiscal 2012,Mr.Hayes,Mr.Solt,Mr.Tener and Mr.T

236、ishkoff served on our Compensation Committee.No member of our Compensation Committee serves or has served at any time as one of our officers or employees or has or,during fiscal 2012,had a material interest in any related person transaction,as defined in Item 404 of Regulation S-K.None of our execut

237、ive officers serve or,during fiscal 2012,served as a member of the board of directors or compensation committee of any other company that has or had an executive officer serving as a member of the Board or our Compensation Committee.Communications with the Board Shareholders and other parties intere

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

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

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

241、rns relating to our accounting,internal accounting controls or auditing matters will be referred to members of the Audit Committee.Concerns relating to the Board or members of senior management will be referred to the members of the Nominating/Corporate Governance Committee.Parties submitting commun

242、ications to the Board may choose to do so anonymously or confidentially.DIRECTOR COMPENSATIONUnder the Big Lots,Inc.Non-Employee Director Compensation Package established by the Board,each outside director is compensated for Board and committee participation in the form of retainers and fees and a r

243、estricted stock award.Retainers and Fees The retainers and fees we paid to outside directors for fiscal 2012 consisted of:(1)an annual retainer of$45,000;(2)an additional annual retainer of$15,000 for the chair of the Audit Committee;(3)an additional annual retainer of$10,000 for the chairs of the C

244、ompensation Committee and the Nominating/Corporate Governance Committee;(4)$1,500 for each Board meeting attended in person;(5)$1,250 for each committee meeting attended in person;(6)$500 for each Board or committee meeting attended telephonically;and(7)the ability to nominate one or more charities

245、to receive from us donations in the aggregate amount of up to$10,000 per outside director.In fiscal 2012,the members of the Search Committee each received a fee of$15,000 for their service,and the chair of the Search Committee received an additional fee of$10,000.No retainers or fees are paid in con

246、nection with a directors service on the Strategic Planning Committee.During fiscal 2012,Messrs.Berger,Chambers,Hayes,Kollat,Mallott,Solt,Tener and Tishkoff and Ms.Lauderback qualified as outside directors and,thus,received compensation for their Board service.Mr.Chambers was elected to our Board on

247、May 23,2012,and Mr.Kollat retired from our Board on the same day.Due to our employment of Mr.Fishman,he did not qualify as an outside director and did not receive compensation for his service as a director.The compensation received by Mr.Fishman as an employee is shown in the Summary Compensation Ta

248、ble included in this Proxy Statement.-13-Restricted Stock In fiscal 2012,the outside directors also received a restricted stock award having a grant date fair value equal to approximately$95,000(2,598 common shares).The fiscal 2012 restricted stock awards were made in May 2012 under the Big Lots 201

249、2 Long-Term Incentive Plan(“2012 LTIP”).The restricted stock awarded to the outside directors in fiscal 2012 will vest on the earlier of(1)the trading day immediately preceding the Annual Meeting or(2)the outside directors death or disability(as that term is defined in the 2012 LTIP).However,the res

250、tricted stock will not vest if the outside director ceases to serve on the Board before either vesting event occurs.Director Compensation Table for Fiscal 2012The following table summarizes the compensation earned by each outside director for his or her Board service in fiscal 2012.Name(a)Fees Earne

251、dorPaid in Cash($)(b)StockAwards($)(1)(2)(c)OptionAwards($)(3)(d)Non-EquityIncentive PlanCompensation($)(e)Change inPensionValue andNonqualifiedDeferredCompensationEarnings($)(f)AllOtherCompensation($)(4)(g)Total($)(h)Mr.Berger86,750 94,98310,000191,733Mr.Chambers43,25094,9830138,233Mr.Hayes65,50094

252、,98310,000170,483Mr.Kollat17,50010,00027,500Ms.Lauderback71,75094,98310,000176,733Mr.Mallott89,00094,98310,000193,983Mr.Solt68,75094,98310,000173,733Mr.Tener73,25094,98310,000178,233Mr.Tishkoff64,50094,9830159,483(1)Amounts in this column reflect the aggregate grant date fair value of the restricted

253、 stock awards granted to the outside directors in fiscal 2012 as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718(“ASC 718”),excluding the effect of any estimated forfeitures.The full grant date fair value of the fiscal 2012 restricted stoc

254、k award granted to each outside director(excluding Mr.Kollat),as computed in accordance with ASC 718,was based on individual awards of 2,598 common shares at a per common share value of$36.56 on the grant date(i.e.,$94,983 per outside director).In accordance with ASC 718 and the 2012 LTIP,the per co

255、mmon share grant date value is the average of the opening price and the closing price of our common shares on the NYSE on the grant date.(2)As of February 2,2013,each individual included in the table(excluding Mr.Kollat)held 2,598 shares of restricted stock.(3)Prior to fiscal 2008,the outside direct

256、ors received an annual stock option award under the Big Lots,Inc.Amended and Restated Director Stock Option Plan(“Director Stock Option Plan”).The Director Stock Option Plan was terminated on May 30,2008 and no stock option awards were granted to any outside directors in fiscal 2012.As of February 2

257、,2013,each individual included in the table held stock options to purchase the following number of common shares:Mr.Berger:0;Mr.Chambers:0;Mr.Hayes:0;Mr.Kollat:0;Ms.Lauderback:0;Mr.Mallott:25,000;Mr.Solt:0;Mr.Tener:15,000;and Mr.Tishkoff:0.(4)Amounts in this column reflect payments made by us during

258、 fiscal 2012 to charitable organizations nominated by the specified directors pursuant to the Big Lots,Inc.Non-Employee Director Compensation Package.-14-STOCK OWNERSHIP?with the SEC.Except as otherwise indicated,all information is as of March 13,2013.Name of BeneficialOwner or Identity of GroupAmou

259、nt and Nature of?(1)Percent of Outstanding Common SharesLisa M.Bachmann 280,313*Jeffrey P.Berger15,790*James R.Chambers2,598*Joe R.Cooper 194,063*Steven S.Fishman805,3181.3%Peter J.Hayes8,140*Charles W.Haubiel II 183,125*Timothy A.Johnson121,306*Brenda J.Lauderback 13,000*Philip E.Mallott 40,290*Joh

260、n C.Martin 123,575*Russell Solt 11,365*James R.Tener 33,790*Dennis B.Tishkoff 16,399*Doug R.Wurl8,750*Sasco Capital,Inc.(2)4,844,6558.4%The Vanguard Group,Inc.(3)4,132,2107.1%Scopia Capital Management,LLC(4)3,883,8126.7%Lazard Asset Management LLC(5)3,509,6556.1%LSV Asset Management(6)3,323,6985.6%C

261、apital Research Global Investors(7)3,286,2005.7%All directors and executive officers as a group(20 persons)2,156,2883.7%*Represents less than 1.0%of the outstanding common shares.(1)Each person named in the table has sole voting power and sole dispositive power with respect to all common shares show

262、n as beneficially owned by such person,except as otherwise stated in the footnotes to this table.The amounts set forth in the table include common shares that may be acquired within 60 days of March 13,2013 under stock options exercisable within that period.The number of common shares that may be ac

263、quired within 60 days of March 13,2013 under stock options exercisable within that period are as follows:Ms.Bachmann:190,313;Mr.Berger:0;Mr.Chambers:0;Mr.Cooper:104,063;Mr.Fishman:307,510;Mr.Hayes:0;Mr.Haubiel:73,125;Mr.Johnson:44,875;Ms.Lauderback:0;Mr.Mallott:25,000;Mr.Martin:38,125;Mr.Solt:0;Mr.T

264、ener:15,000;Mr.Tishkoff:0;Mr.Wurl:8,750;and all directors and executive officers as a group:970,511.-15-(2)In its Schedule 13G/A filed on February 14,2013,Sasco Capital,Inc.,10 Sasco Hill Road,Fairfield,CT 06824,stated that it beneficially owned the number of common shares reported in the table as o

265、f December 31,2012,had sole voting power over 1,805,035 of the shares,had sole dispositive power over all of the shares,and had no shared voting power or shared dispositive power over the shares.(3)In its Schedule 13G/A filed on February 11,2013,The Vanguard Group,Inc.,100 Vanguard Blvd.,Malvern,PA

266、19355,stated that it beneficially owned the number of common shares reported in the table as of December 31,2012,had sole voting power over 86,751 of the shares,had sole dispositive power over 4,048,259 of the shares,had shared dispositive power over 83,951 of the shares,and had no shared voting pow

267、er over the shares.In its Schedule 13G/A,this reporting person indicated that its wholly-owned subsidiaries,Vanguard Fiduciary Trust Company and Vanguard Investments Australia,Ltd.,were the beneficial owners of 83,951 and 2,800 common shares,respectively.(4)In its Schedule 13G filed on February 14,2

268、013,Scopia Capital Management LLC,152 West 57th Street,33rd Floor,New York,NY 10019,stated that it,Matthew Sirovich and Jeremy Mindich beneficially owned the number of common shares reported in the table as of December 31,2012,had no sole voting power or dispositive power over the shares,and had sha

269、red voting power and shared dispositive power over all of the shares.(5)In its Schedule 13G filed on February 14,2013,Lazard Asset Management LLC,30 Rockefeller Plaza,New York,NY 10112,stated that it beneficially owned the number of common shares reported in the table as of December 31,2012,had sole

270、 voting power over 592,767 of the shares,had sole dispositive power over all the shares,and had no shared voting power or shared dispositive over the shares.(6)In its Schedule 13G filed on February 13,2013,LSV Asset Management,155 North Wacker Drive,Suite 4600,Chicago,IL 60606,stated that it benefic

271、ially owned the number of common shares reported in the table as of December 31,2012,had sole voting power and sole dispositive power over all of the shares,and had no shared voting power or shared dispositive power over the shares.(7)In its Schedule 13G filed on February 12,2013,Capital Research Gl

272、obal Investors,333 South Hope Street,Los Angeles,CA 90071,stated that it beneficially owned the number of common shares reported in the table as of December 31,2012,had sole voting power and sole dispositive power over all of the shares,and had no shared voting power or shared dispositive power over

273、 the shares.Section 16(a)Beneficial Ownership Reporting Compliance Section 16(a)of the Exchange Act requires our directors and executive officers,and persons who beneficially own more than 10%of our outstanding common shares,to file with the SEC and the NYSE initial reports of ownership and reports

274、of changes in ownership of our common shares.Executive officers,directors and greater than 10%shareholders are required by the regulations of the SEC to furnish us with copies of all Section 16(a)reports they file.Based upon a review of filings with the SEC and written representations that no other

275、reports were required,we believe that all of our directors and executive officers and greater than 10%shareholders complied during fiscal 2012 with the reporting requirements of Section 16(a)of the Exchange Act,except Michael A.Schlonsky who filed a Form 5 on March 8,2013 to report holdings that wer

276、e inadvertently not disclosed on the Form 3 filed on August 30,2012 with respect to Mr.Schlonsky;and Mr.Tishkoff who filed a Form 5 on March 8,2013 to report a September 28,2011 transaction that was inadvertently not previously reported on Form 5.-16-EXECUTIVE COMPENSATIONCompensation Committee Repo

277、rt The Compensation Committee reviewed and discussed the following Compensation Discussion and Analysis(“CD&A”)with management and,based on such review and discussion,the Compensation Committee recommended to the Board that the CD&A be included in this Proxy Statement and our Annual Report on Form 1

278、0-K for fiscal 2012(“Form 10-K”).Members of the Compensation Committee Russell Solt,ChairPeter J.HayesDennis B.TishkoffCompensation Discussion and AnalysisOverview of Our Executive Compensation ProgramIntroductionThis CD&A describes our executive compensation program for fiscal 2012 and certain elem

279、ents of our executive compensation program for fiscal 2013.We use our executive compensation program to attract,motivate and retain the leaders of our business.In particular,this CD&A explains how the Board and the Compensation Committee of the Board(which we refer to as the“Committee”in this CD&A)m

280、ade its compensation decisions for our named executive officers,who,for fiscal 2012,were:?Mr.Fishman,our Chairman,CEO and President;?Mr.Johnson,our Senior Vice President,Chief Financial Officer;?Mr.Martin,our Executive Vice President,Chief Merchandising Officer;?Ms.Bachmann,our Executive Vice Presid

281、ent,Chief Operating Officer;?Mr.Cooper,our Executive Vice President and President,Big Lots Canada,Inc.;?Mr.Haubiel,our Executive Vice President,Chief Administrative Officer and Corporate Secretary;and?Mr.Wurl,our former Executive Vice President,Merchandising.Mr.Cooper served as our Chief Financial O

282、fficer until Mr.Johnson assumed that position on August 23,2012.On August 23,2012,Ms.Bachmann was promoted from Executive Vice President,Supply Chain Management and Chief Information Officer to Executive Vice President,Chief Operating Officer,and Mr.Haubiel was promoted from Executive Vice President

283、,Legal and Real Estate,General Counsel and Corporate Secretary to Executive Vice President,Chief Administrative Officer and Corporate Secretary.On August 23,2012,Mr.Martin was promoted from Executive Vice President,Administration to Executive Vice President,Chief Merchandising Officer.On August 22,2

284、012,Mr.Wurl resigned as Executive Vice President,Merchandising.Executive Summary Our executive compensation program is designed to:?attract and retain executives by paying them amounts and offering them elements of compensation that are competitive with and comparable to those paid and offered by mo

285、st companies in our peer group;?motivate our executives to contribute to our long-term success and reward them for their performance;and?align the interests of our executives and shareholders through incentive-based compensation.-17-We believe that our executives should have a significant portion of

286、 their compensation tied to our performance and that the proportion of the at-risk incentive compensation they receive should increase as the executives level of responsibility increases.The emphasis that we place on“pay for performance”is evidenced by the fact that 84.7%of the total compensation aw

287、arded to our named executive officers for fiscal 2012 was at-risk incentive compensation comprised of bonus opportunities and equity compensation.The Committee believes the bonus and equity award elements of our executive compensation program create a strong link between pay and performance because

288、they result in executives receiving higher compensation in years in which we are successful and lower compensation in less successful years.Our financial performance in fiscal 2012 did not meet our expectations.As a result of such performance and the emphasis that our executive compensation program

289、places on pay for performance,the actual compensation realized by our named executive officers in fiscal 2012 was significantly lower than the total potential compensation awarded to our named executive officers for fiscal 2012.For example,we did not achieve the operating profit required for our nam

290、ed executive officers to earn bonuses for fiscal 2012 under the Big Lots 2006 Bonus Plan(“2006 Bonus Plan”).Accordingly,the named executive officers did not receive bonuses for fiscal 2012.Additionally,Mr.Fishmans fiscal 2012 performance-based restricted stock award did not vest and,as a result,was

291、forfeited.Mr.Fishmans fiscal 2012 performance-based restricted stock award was part of the retention agreement entered into between Mr.Fishman and us in March 2010,when the Committee and the other outside directors concluded that Mr.Fishmans continued leadership and extraordinary contributions were

292、important to our future performance due to our record growth and shareholder return during his tenure with Big Lots and his vision for our future.Based on that determination,the Committee and the other outside directors believed it was in the best interests of Big Lots and our shareholders for Big L

293、ots to enter into the retention agreement with Mr.Fishman to better assure the continuing service of Mr.Fishman so that he could continue to(1)strengthen our business performance and prospects for our continued growth,(2)return value to our shareholders and(3)implement our succession plans.The Commi

294、ttee structured all of the compensation awarded to Mr.Fishman under the retention agreement as at-risk incentive compensation to strengthen the alignment between Mr.Fishmans pay and our performance.Mr.Fishmans fiscal 2012 performance-based equity award under the retention agreement would have vested

295、 if(1)we had achieved the operating profit goal established at the beginning of fiscal 2012 and(2)Mr.Fishman remained employed by us on March 31,2013.Our fiscal 2012 operating profit performance did not satisfy the goal and,as a result,Mr.Fishmans fiscal 2012 performance-based restricted stock award

296、 did not vest and was forfeited.We believe that the forfeiture of Mr.Fishmans 2012 performance-based restricted stock award under his retention agreement further demonstrates the alignment between pay and performance under our executive compensation program.On December 4,2012,Mr.Fishman notified our

297、 Board that he intends to retire as our Chairman,Chief Executive Officer and President upon the appointment of his successor.Accordingly,Mr.Fishman will continue to receive his salary and bonus opportunity until his retirement,without an increase for fiscal 2013,and he was not granted any new equity

298、 compensation during our annual review of executive compensation in March 2013.Pay for PerformanceOne of the key principles of our executive compensation philosophy is that an executive compensation program should encourage high levels of corporate and individual performance by motivating executives

299、 to continually improve our business in order to promote sustained profitability and enhanced shareholder value.We believe our executive compensation program effectively implements our pay for performance philosophy as the value of bonus opportunities and equity awards under the program depends upon

300、 our financial performance and/or the price of our common shares.The key components we use to evaluate the performance of our named executive officers have been our operating profit and earnings per share.We believe that our operating profit is an important financial measure,as it reflects top-line

301、sales and expense control,and when used year-over-year,promotes our long-term financial health.Additionally,the at-risk incentive compensation that we award in the form of equity is significantly impacted by the price of our common shares and our earnings per share.While our earnings per share and o

302、perating profit have generally increased in recent years,we experienced a slight decline in our operating profit in fiscal 2011 and we underperformed under both measures to a greater degree in fiscal 2012;consequently,Mr.Fishmans realized compensation decreased in fiscal 2011 and fiscal 2012.-18-The

303、 pay for performance chart below presents for each of fiscal 2010,fiscal 2011 and fiscal 2012:(1)our total shareholder return(“TSR”)indexed to our fiscal 2009 year end stock price of$28.41 on January 30,2010;(2)our earnings per common share diluted from continuing operations;(3)our operating profit;

304、(4)the total compensation of our CEO as reported in our Summary Compensation Table;and(5)the total compensation realized by our CEO(“CEO Realized Compensation”)in each such fiscal year.The CEO Realized Compensation for each fiscal year presented in the pay for performance chart is equal to the sum o

305、f:(1)the base salary earned by our CEO during the fiscal year;(2)the bonus earned by our CEO in the fiscal year under the award granted to him pursuant to the 2006 Bonus Plan for such fiscal year(as reported in the“Non-Equity Incentive Plan Compensation”column of our Summary Compensation Table for t

306、he fiscal year);and(3)if the restricted stock award granted to our CEO pursuant to the Big Lots 2005 Long-Term Incentive Plan(“2005 LTIP”)for such fiscal year vested as a result of our performance during the year,the aggregate market price of the common shares underlying the restricted stock award o

307、n the vesting date(as reported in the“Stock AwardsValue Realized on Vesting”column of the Option Exercises and Stock Vested table for the subsequent fiscal year).The Committee believes total realized compensation is more useful for comparing pay and performance than the information reported in the S

308、ummary Compensation Table because total realized compensation increases or decreases depending on our actual results and fluctuations in the price of our common shares.Company Performance and CEO Total Compensation in Fiscal 2010-2012Indexed Total Shareholder Return(1)Earnings Per Common Share-Dilut

309、ed from Continuing OperationsOperating ProfitCEO Total Compensation(as reported in the Summary Compensation Table)CEO Realized Compensation$112$2.83$357,345$141$2.99$345,595$114$2.93$298,454$13,394,075$15,036,547$13,000,000$11,924,662$12,319,766$1,453,846Fiscal 2010Fiscal 2011Fiscal 2012(1)“Indexed

310、Total Shareholder Return”represents the value of a hypothetical$100 investment in our common shares at January 30,2010 through the end of each fiscal year shown.Summary of Significant Compensation Events in Fiscal 2012 and Fiscal 2013?None of our named executive officers earned bonuses for fiscal 20

311、12 because we did not achieve our operating profit goal for fiscal 2012;?Mr.Fishman forfeited his performance-based restricted stock award for fiscal 2012 because the applicable performance goal was not achieved;and-19-?Mr.Fishman notified our Board in December 2012 that he intends to retire upon th

312、e appointment of his successor.Therefore,Mr.Fishman did not receive a base salary increase or bonus opportunity increase for fiscal 2013,and he was not granted any new equity awards as part of our review of executive compensation in March 2013.Committee Consideration of the Companys 2012 Shareholder

313、 Vote on Executive CompensationAt our 2012 Annual Meeting of Shareholders,we held a shareholder advisory vote on the compensation of our named executive officers,as disclosed in our 2012 Proxy Statement(the“2012 say-on-pay vote”).A majority of our shareholders who voted on our 2012 say-on-pay vote v

314、oted against the proposal.We did not modify any component of our executive compensation program for fiscal 2012 in response to the 2012 say-on-pay vote,as the vote occurred after the Committee had established the elements of our executive compensation program for fiscal 2012.However,before setting e

315、xecutive compensation for fiscal 2012,the Committee had directed our management to extend invitations to discuss our executive compensation program to 14 shareholders representing the beneficial ownership of nearly half of our outstanding common shares as of December 31,2011.Four of the shareholders

316、 elected to schedule calls with us in response to our invitation.The reason most often cited by the shareholders who declined our invitation was that they had no outstanding concerns or questions regarding our executive compensation program.The shareholders who chose to participate in calls did not

317、suggest specific changes to our executive compensation program.The Committee was briefed on the feedback received during managements calls with shareholders and after considering the shareholder vote as well as the shareholder feedback,the Committee decided to make a significant change to our 2012 L

318、TIP,as presented in the 2012 Proxy Statement and approved at the 2012 Annual Meeting,by removing the evergreen provision,which was contained in the 2005 LTIP.In addition,the Committee engaged Towers Watson,an independent compensation consultant,to present an overview of executive compensation trends

319、 that may be important to our shareholders and to advise the Committee on all principal aspects of executive compensation for fiscal 2012.In response to the 2012 say-on-pay vote,the Committee engaged Exequity LLP,an independent compensation consultant,to(1)assist the Committee in evaluating the desi

320、gn of our equity awards and the compensation of both our Board and our EMC members and(2)provide market information and analysis for both the structure of equity awards and compensation for both our peer group and our peer group as established by a proxy advisory service.Philosophy and Objectives of

321、 our Executive Compensation ProgramWe believe it is important to provide competitive compensation to attract and retain talented executives to lead our business.We also believe an executive compensation program should encourage high levels of corporate and individual performance by motivating execut

322、ives to continually improve our business in order to promote sustained profitability and enhanced shareholder value.This philosophy drives our executive compensation program.Consistent with our philosophy,each of our named executive officers total compensation varies based on his or her performance,

323、leadership,responsibilities,experience and the achievement of financial and business goals.To better ensure that our executive compensation program advances the interests of our shareholders,the value of bonus opportunities and equity awards under the program depends upon our financial performance a

324、nd/or the price of our common shares.As a named executive officers level of responsibility and the potential impact that a named executive officer could have on our operations and financial condition increase,the percentage of our named executive officers compensation that is at risk through bonus a

325、nd equity incentive compensation also increases.The Board and the Committee periodically review our executive compensation philosophy and consider factors that may influence a change in our executive compensation philosophy.Consistent with our executive compensation philosophy,the Committee has iden

326、tified the following key objectives for our executive compensation program:?Attract and retain executives by paying them amounts and offering them elements of compensation that are competitive with and comparable to those paid and offered by most companies in our peer groups.?We believe a key factor

327、 in attracting and retaining qualified executives is to provide total compensation that is competitive with the total compensation paid by companies in our compensation“peer groups”discussed in the“Comparative Compensation Data”section of this CD&A.In addition,we believe most executives who consider

328、 changing their employer expect to receive amounts and elements of compensation that are comparable to those offered by most companies in our peer groups and/or their-20-current employer.Accordingly,we generally do not structure our executive compensation program to be competitive with the programs

329、of companies outside of our peer groups(although we may do so to attract a particular candidate who we believe is well-suited for our business).We believe the amounts and elements of compensation that we offer make us competitive within our peer groups,and that offering competitive packages has enab

330、led us in recent years to attract and retain quality executives.We believe failing to offer competitive amounts and elements of compensation to candidates and our executives would impair our ability to attract and retain a high level of executive talent.?Each of the elements of compensation we provi

331、de serves a different role in attracting and retaining executives.?Salary serves as a short-term retention tool.?Bonus under the 2006 Bonus Plan is based on annual corporate financial performance and is designed primarily to retain executives on a year-to-year basis.?Stock options issued under the 2

332、005 LTIP and its successor,the 2012 LTIP vest over four years in equal annual increments and provide executives with an incentive to remain with us for up to the seven-year term of the stock option.?Restricted stock awarded to executives under the 2005 LTIP and 2012 LTIP encourages executives to rem

333、ain with us for up to five years after the award date,as the restricted stock generally vests only if(1)we meet a corporate financial goal(“first trigger”)and(2)either we meet another more challenging corporate financial goal(“second trigger”)or the five-year period following the grant date lapses.As discussed in more detail in the“Retention Agreement”section of this CD&A,the performance-based res