Big Lots Inc. (BIG) 2022年年度報告「NYSE」.pdf

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1、Big Lots,Inc.4900 E.Dublin-Granville RoadColumbus,Ohio 43081April 12,2023Dear Big Lots Shareholder:We cordially invite you to attend the 2023 Annual Meeting of Shareholders of Big Lots,Inc.TheAnnual Meeting will be held at our corporate offices located at 4900 E.Dublin-Granville Road,Columbus,Ohio 4

2、3081 on Tuesday,May 23,2023,beginning at 10:00 a.m.,Eastern Time.The following pages contain the Notice of Annual Meeting of Shareholders and the Proxy Statement.You should review this material for information concerning the business to be conducted at the AnnualMeeting.Your vote is important and we

3、 encourage you to attend the Annual Meeting.For additional informationregarding how to attend the Annual Meeting,please see“Attendance at the Annual Meeting”on page 2 ofthe Proxy Statement.Whether or not you plan to attend the Annual Meeting,we urge you to vote as soon aspossible.If you attend the A

4、nnual Meeting and wish to participate by voting electronically during theAnnual Meeting,you may revoke your previously submitted proxy as described in the Proxy Statement.Thank you for your ongoing support of,and continued interest in,Big Lots,Inc.Respectfully submitted,CYNTHIA T.JAMISONChairBRUCE K

5、.THORNPresident and Chief Executive OfficerNOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERSTuesday,May 23,202310:00 a.m.,Eastern Time4900 E.Dublin-Granville RoadColumbus,Ohio 43081Notice is hereby given that the 2023 Annual Meeting of Shareholders of Big Lots,Inc.will be held atour corporate offices lo

6、cated at 4900 E.Dublin-Granville Road,Columbus,Ohio 43081 on Tuesday,May 23,2023,beginning at 10:00 a.m.,Eastern Time.The Annual Meeting is being held for the following purposes:1.To elect as directors the ten nominees named in our accompanying Proxy Statement;2.To consider and vote upon a proposal

7、to approve the amended and restated Big Lots 2020Long-Term Incentive Plan;3.To approve,on an advisory basis,the compensation of our named executive officers;4.To approve,on an advisory basis,the frequency of our future advisory votes on the compensationof our named executive officers;5.To ratify the

8、 appointment of Deloitte&Touche LLP as our independent registered publicaccounting firm for our fiscal year ending January 27,2024;and6.To transact such other business as may properly come before the Annual Meeting.Only shareholders of record at the close of business on the record date,March 24,2023

9、,are entitled tonotice of and to vote at the Annual Meeting and any postponement or adjournment thereof.Furtherinformation regarding voting rights and matters to be voted upon is presented in the accompanying ProxyStatement.On or about April 12,2023,we began mailing to our shareholders of record at

10、the close of business onMarch 24,2023 a Notice of Internet Availability of Proxy Materials containing instructions on how to accessthis Notice of Annual Meeting of Shareholders,the Proxy Statement and our Annual Report toShareholders for our fiscal year ended January 28,2023,as well as instructions

11、on how to request a papercopy of the proxy materials.By Order of the Board of Directors,Ronald A.Robins,Jr.Executive Vice President,Chief Legal and Governance Officer,General Counsel and Corporate SecretaryApril 12,2023Columbus,OhioYour vote is important.Shareholders are urged to vote online.If you

12、attend the Annual Meeting,you mayrevoke your previously submitted proxy as described in the Proxy Statement.For additional informationregarding how to attend the Annual Meeting,please see“Attendance at the Annual Meeting”on page 2 of theProxy Statement.BIG LOTS,INC.PROXY STATEMENTTABLE OF CONTENTSAB

13、OUT THE ANNUAL MEETING.1PROPOSAL ONE.5GOVERNANCE.15DIRECTOR COMPENSATION.23STOCK OWNERSHIP.25PROPOSAL TWO.27EXECUTIVE COMPENSATION.38PROPOSAL THREE.65PROPOSAL FOUR.67CEO PAY RATIO.67PAY VERSUS PERFORMANCE.68AUDIT COMMITTEE DISCLOSURE.73PROPOSAL FIVE.76SHAREHOLDER PROPOSALS.76PROXY SOLICITATION COSTS

14、.76OTHER MATTERS.77iPROXY STATEMENTThe Board of Directors(“Board”)of Big Lots,Inc.,an Ohio corporation(“we,”“us,”“our,”the“Company”or“Big Lots”),is furnishing you this proxy statement(this“Proxy Statement”)to solicitproxies for use at the 2023 Annual Meeting of Shareholders of Big Lots to be held at

15、 our corporate officeslocated at 4900 E.Dublin-Granville Road,Columbus,Ohio 43081 on Tuesday,May 23,2023 beginning at10:00 a.m.,Eastern Time(including any adjournments,postponements or continuations thereof,the“Annual Meeting”).This Proxy Statement is dated April 12,2023,and on or about April 12,202

16、3,we began mailing to ourshareholders of record at the close of business on March 24,2023 a Notice of Internet Availability of ProxyMaterials containing instructions on how to access the Notice of Annual Meeting of Shareholders,thisProxy Statement and our Annual Report to Shareholders for our fiscal

17、 year ended January 28,2023(“fiscal2022”).ABOUT THE ANNUAL MEETINGPurpose of the Annual MeetingAt the Annual Meeting,shareholders will act upon the matters outlined in the Notice of AnnualMeeting included with this Proxy Statement.Specifically,our shareholders will be asked to:(1)elect ten directors

18、 to serve until the 2024 Annual Meeting of Shareholders of the Company;(2)approve the amended and restated Big Lots 2020 Long-Term Incentive Plan(“2020 LTIP”);(3)approve,on an advisory basis,the compensation of our named executive officers,as disclosed inthis Proxy Statement pursuant to Item 402 of

19、Regulation S-K,including the CompensationDiscussion and Analysis,compensation tables and the narrative discussion accompanying thetables(“say-on-pay resolution”);(4)approve,on an advisory basis,the frequency of our future advisory votes on the compensationawarded to our named executive officers;(5)r

20、atify the appointment of Deloitte&Touche LLP as our independent registered public accountingfirm for our fiscal year ending January 27,2024(“fiscal 2023”);and(6)transact such other business as may properly come before the Annual Meeting.Under our governing documents,no other business may be raised b

21、y shareholders at the AnnualMeeting unless proper and timely notice has been given to us by the shareholders seeking to bring suchbusiness before the meeting.Shareholder Voting RightsOnly those shareholders of record at the close of business on March 24,2023,the record date for theAnnual Meeting(“Re

22、cord Date”),are entitled to receive notice of,and to vote at,the Annual Meeting.AttheRecordDate,theCompanyhad29,028,711commonshares,$0.01parvaluepershare(“CommonShares”),outstanding.Each of the outstanding Common Shares entitles the holder thereof to one vote on eachmatter to be voted upon at the An

23、nual Meeting or any postponement or adjournment thereof.The holdersof our Common Shares have no cumulative voting rights in the election of directors.All voting at the AnnualMeeting will be governed by our Amended Articles of Incorporation,our Amended Code of Regulationsand the Ohio General Corporat

24、ion Law.1Registered Shareholders and Beneficial ShareholdersIf your Common Shares are registered in your name directly with our transfer agent,ComputershareInvestor Services,LLC,you are considered a holder of record(which we also refer to as a registeredshareholder).If you hold our Common Shares in

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

26、mmission(“SEC”),instead ofmailing a printed copy of our proxy materials to each shareholder of record,we are permitted to furnishour proxy materials,including the Notice of Annual Meeting of Shareholders,this Proxy Statement and ourAnnual Report to Shareholders,by providing access to such documents

27、on the Internet.Generally,shareholders will not receive printed copies of the proxy materials unless they request them.We believefurnishing proxy materials to our shareholders on the Internet will allow us to provide our shareholders withthe information they need,while reducing the costs of delivery

28、 of our proxy materials and the environmentalimpact of the Annual Meeting.A Notice of Internet Availability of Proxy Materials that provides instructions for accessing our proxymaterials on the Internet was mailed directly to registered shareholders.The Notice of Internet Availabilityof Proxy Materi

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

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

31、ommonSharesof thebeneficialshareholder.Such broker,bank or other holder of record should also provide to the beneficial shareholders instructionson how the beneficial shareholders may request a paper or email copy of our proxy materials.Beneficialshareholders have the right to direct their broker,ba

32、nk or other holder of record on how to vote theirCommon Shares by following the voting instructions they receive from their broker,bank or other holder ofrecord.To enroll in the electronic delivery service for future shareholder meetings,use your Notice of InternetAvailability of Proxy Materials(or

33、proxy card,if you received printed copies of the proxy materials)toregister online at and,when prompted,indicate that you agree to receive or accessshareholder communications electronically in future years.Attendance at the Annual MeetingAll of our shareholders as of the record date,or their duly ap

34、pointed proxies,may attend the AnnualMeeting.Registration and seating will begin at 9:30 a.m.,Eastern Time,and the Annual Meeting will beginat 10:00 a.m.,Eastern Time.If you attend the Annual Meeting,you may be asked to present valid photoidentification,such as a driver s license or passport.Cameras

35、,recording devices and other electronic deviceswill not be permitted at the Annual Meeting.If you hold your Common Shares as a beneficial shareholder,youmayalsobeaskedtopresentacopyof abrokerageorbankstatementreflectingyourbeneficialownershipof our Common Shares as of the record date.An audio record

36、ing of the entire Annual Meeting will beavailable in the Investor Relations section of our website()after the meeting.How to Vote and Revoke Your VoteRegistered ShareholdersAfter receiving your Notice of Internet Availability of Proxy Materials(or proxy card,if you receivedprinted copies of the prox

37、y materials),registered shareholders are urged to visit toaccess our proxy materials.2If you are a registered shareholder,there are several ways for you to vote your Common Shares:Vote by Internet Before the Date of the Annual Meeting.You will have the opportunity to vote yourCommon Shares online at

38、 until May 22,2023 at 11:59 p.m.,Eastern Time.Whenvotingonlinebeforethedateof theAnnualMeeting,youmusthavethecontrolnumberincludedon your Notice of Internet Availability of Proxy Materials(or proxy card,if you received printedcopies of the proxy materials)and follow the instructions.Vote at the Annu

39、al Meeting.You may also vote your Common Shares at the Annual Meeting.Vote by Telephone.You may vote your Common Shares by telephone by calling 1-800-690-6903from any touch-tone telephone until May 22,2023 at 11:59 p.m.,Eastern Time.When voting bytelephone,youmusthavethecontrolnumberincludedonyourNo

40、ticeof InternetAvailabilityof ProxyMaterials(or proxy card,if you received printed copies of the proxy materials)and follow theinstructions.Vote by Mail.If you received a printed copy of the proxy materials,you may submit your vote bycompleting,signing and dating your proxy card and returning it in

41、the prepaid envelope provided withtheproxymaterialstoVoteProcessing,c/oBroadridge,51MercedesWay,Edgewood,NewYork11717.Proxy cards submitted by mail must be received no later than May 22,2023 to be voted at theAnnual Meeting.If you vote via the Internet or by telephone,your electronic vote authorizes

42、 the named proxy holders inthe same manner as if you signed,dated and returned your proxy card.If you vote via the Internet or bytelephone,do not return your proxy card.Beneficial ShareholdersBeneficial shareholders have the right to direct the broker,bank or other holder of record that is theregist

43、ered holder of their Common Shares on how to vote their Common Shares by following the votinginstructions included in the materials they receive from their registered holder.Beneficial shareholders shouldfollow the procedures and directions set forth in such voting instructions to instruct their reg

44、istered holderhow to vote those Common Shares or revoke or change previously given voting instructions(including howto vote at the Annual Meeting).Beneficial shareholders should contact their broker,bank or other holderof record to determine the applicable deadlines.Brokers,banks and other holders o

45、f record who hold Common Shares for beneficial shareholders instreet name may vote such Common Shares on“routine”matters(as determined under New York StockExchange(“NYSE”)rules),such as Proposal Five,without specific voting instructions from the beneficialowner of such Common Shares.Such brokers,ban

46、ks and other holders of record may not,however,vote suchCommon Shares on“non-routine”matters,such as Proposal One,Proposal Two,Proposal Three andProposal Four,without specific voting instructions from the beneficial owner of such Common Shares.Proxies submitted by such brokers,banks and other holder

47、s of record that have not been voted on“non-routine”matters are referred to as“broker non-votes.”Broker non-votes will not be counted for purposes ofdetermining 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

48、on the outcome of such matter).How to Revoke or Change Your VoteIf you are a registered shareholder,you may revoke or change your vote at any time before the finalvote at the Annual Meeting by:signing and returning a new proxy card with a later date(only your latest completed,signed anddated proxy c

49、ard received by May 22,2023 will be counted);submitting a later-dated vote by telephone or via the Internet(only your latest telephone or Internetvoting instructions received by 11:59 p.m.,Eastern Time,on May 22,2023,will be counted);attending and participating in the Annual Meeting and voting again

50、(attending the Annual Meetingwill not by itself revoke a previously submitted proxy);or3 delivering a written revocation to our Corporate Secretary at 4900 E.Dublin-Granville Road,Columbus,Ohio 43081,received no later than May 22,2023.Beneficial shareholders should follow the procedures and directio

51、ns set forth in the voting instructionsthey receive from their registered holder to instruct their registered holder how to revoke or change previouslygiven voting instructions.What is a“proxy”?A proxy is your legal designation of another person to vote the stock you own.That other person iscalled a

52、 proxy.If you designate someone as your proxy in a written document,that document is also calleda proxy or a proxy card.HouseholdingSEC rules allow multiple shareholders residing at the same address the convenience of receiving asingle copy of the Notice of Internet Availability of Proxy Materials(o

53、r the Annual Report to Shareholdersand Proxy Statement,if requested)if they consent to do so(we refer to this process as“householding”).Householding is permitted only in certain circumstances,including when you have the same last name andaddress as another shareholder.If the required conditions are

54、met,and SEC rules allow,your household mayreceive a single copy of the Notice of Internet Availability of Proxy Materials or,if requested,the AnnualReport to Shareholders and Proxy Statement.Upon request,we will promptly deliver a separate copy of theAnnual Report to Shareholders and Proxy Statement

55、 or Notice of Internet Availability of Proxy Materials,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

56、t any time by contacting Broadridge FinancialSolutions,Inc.(“Broadridge”),either by calling 1-866-540-7095,or by writing to:Broadridge,HouseholdingDepartment,51 Mercedes Way,Edgewood,New York 11717.You will be removed from the householdingprogram within 30 days of receipt of your instructions at whi

57、ch time you will be sent separate copies of theAnnual Report to Shareholders and Proxy Statement or Notice of Internet Availability of Proxy Materials,as applicable.Beneficial shareholders can request more information about householding from their brokers,banks orother holders of record.Board s Reco

58、mmendationsSubject to revocation,all proxies that are properly completed and timely received will be voted inaccordance with the instructions contained therein.If no instructions are given(excluding broker non-votes),the persons named as proxy holders will vote the Common Shares in accordance with t

59、he recommendationsof the Board.The Board s recommendations are set forth together with the description of each proposalin this Proxy Statement.In summary,the Board recommends a vote:(1)FOR the election of the director nominees identified in Proposal One;(2)FOR the approval of the amended and restate

60、d 2020 LTIP(see Proposal Two);(3)FOR the approval,on an advisory basis,of the compensation of our named executive officers,asdisclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K,including theCompensation Disclosure and Analysis,compensation tables and the narrative discussionacco

61、mpanying the tables(see Proposal Three);(4)for the approval,on an advisory basis,of holding future advisory votes on the compensation ofour named executive officers every ONE YEAR(see Proposal Four);and(5)FOR the ratification of Deloitte&Touche LLP as our independent registered public accountingfirm

62、 for fiscal 2023(see Proposal Five).4If any other matter properly comes before the Annual Meeting,or if a director nominee named in thisProxy Statement is unable to serve or for good cause will not serve,the proxy holders will vote on such matteror for a substitute nominee as recommended by the Boar

63、d.QuorumThe presence,in person or by proxy,of the holders of a majority of the outstanding Common Sharesentitled to vote at the Annual Meeting will constitute a quorum and permit us to conduct our business atthe Annual Meeting.Proxies received but marked as abstentions and broker non-votes will be i

64、ncluded in thecalculation of the number of Common Shares considered to be present at the Annual Meeting for purposesof establishing a quorum.Vote Required to Approve a ProposalProposal OneOur Amended Articles of Incorporation impose a majority vote standard in uncontested elections ofdirectors and o

65、ur Corporate Governance Guidelines contain a majority vote policy applicable to uncontestedelections of directors.Specifically,Article Eighth of our Amended Articles of Incorporation provides thatif a quorum is present at the Annual Meeting,a director nominee in an uncontested election will be elect

66、ed tothe Board if the number of votes cast for such nominee s election exceeds the number of votes cast againstsuch nominee s election.In all director elections other than uncontested elections,plurality voting will applyand the director nominees receiving the greatest number of votes cast for their

67、 election will be elected asdirectors.An“uncontested election”generally means an election of directors at a meeting of shareholdersin which the number of nominees for election does not exceed the number of directors to be elected.Brokernon-votes will not be considered votes cast for or against a dir

68、ector nominee s election at the AnnualMeeting.See the“Governance Majority Vote Standard and Policy”section of this Proxy Statement for moreinformation about our majority vote policy and standard.Other MattersFor purposes of Proposal Two,Proposal Three and Proposal Five,the affirmative vote of the ho

69、ldersof a majority of the outstanding Common Shares,present in person or by proxy,and entitled to vote on theproposal,will be required for approval.For purposes of Proposal Four,the frequency alternative thatreceives the affirmative vote of the holders of a plurality of the Common Shares represented

70、 in person orby proxy and entitled to vote on the matter will be approved.The votes received with respect to ProposalThree,Proposal Four and Proposal Five are advisory and will not bind the Board or the Company.A properlyexecuted proxy marked“abstain”with respect to Proposal Two,Proposal Three,Propo

71、sal Four andProposal Five will not be voted with respect to such matter,although it will be counted for purposes ofdetermining the number of Common Shares necessary for approval of Proposal Two,Proposal Three andProposal Five.Accordingly,an abstention will have the same effect as a vote against Prop

72、osal Two,ProposalThree and Proposal Five.If no voting instructions are given(excluding broker non-votes),the personsnamed as proxy holders on the proxy card will vote the Common Shares in accordance with therecommendation of the Board.TabulationVotes will be counted by an independent inspector of el

73、ection appointed for the Annual Meeting by theBoard.Appraisal or DissentersRightsShareholders of the Company will not have rights of appraisal or similar dissentersrights with respectto any of the matters identified in this Proxy Statement to be acted upon at the Annual Meeting.5ResultsWe will annou

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

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

76、persons identified in the biographies set forth below forelection as directors at the Annual Meeting,who include all of the incumbent directors.At the AnnualMeeting,the Common Shares represented by proxies will be voted,unless otherwise specified,for the electionof the ten director nominees named be

77、low.Proxies cannot be voted at the Annual Meeting for more thanten persons.Directors are elected to serve until the next annual meeting of shareholders and until theirrespective successors are elected and qualified,or until their earlier death,resignation or removal.All of the nominees set forth bel

78、ow have consented to being named in this Proxy Statement and to serveas directors of the Company if elected.It is expected that all nominees proposed by the Board will be ableto serve on the Board if elected.However,if before the Annual Meeting one or more of the Board s nomineesare unable to serve

79、or for good cause will not serve(a situation that we do not anticipate),the proxyholders will vote the proxies for the remaining nominees and for substitute nominees chosen by the Board.There are no family relationships,of first cousins or closer,among the Company s directors and executiveofficers,b

80、y blood,marriage or adoption.Set forth below is certain information related to the nominees.Director IndependenceIndependent DirectorsExecutive Officer944181325561 5 yearsMenWomenWhiteBlackHispanic5-10 years 5555-60 years old61-65 years old66-70 years oldGender DiversityRacial DiversityTenureAge17Su

81、mmary of Director Nominee Core Experiences and SkillsOur Board possesses a deep and broad set of experiences and skills that facilitate strong oversight and strategic direction for aleading retailer.The following chart summarizes the competencies of each director nominee to be represented on our Boa

82、rd.EXPERIENCE/SKILLSCamposChambersDiGrandeGottschalkJamisonMcCormickNewtonReardonSchoppertThornRetail IndustryOperating or managerial experience with retailers.XXXXXXXXXXCustomer Experience/Omnichannel and Digital StrategiesExperience developing and deploying retail(or adjacent sector)customer exper

83、ience programs across physical and digitalmediums.XXXXXXXXXPublic Company CEO/COO/CFO/CHROPrior public company C-suite experience.XXXXXXXFinance/Accounting/AuditUnderstanding of finance,accounting,financial reporting and/oraudit processes.XXXXXXXXXXLegal/Risk ManagementGovernmental/public policy,leg

84、al/regulatory and riskmanagement experience.XXXXXXXXXStrategy,Innovation and Business TransformationExperience successfully ideating and executing transformativebusiness strategies.XXXXXXXXXHuman Capital/Talent ManagementExperience in human resources,talent and leadershipdevelopment and/or executive

85、 compensation.XXXXXXXOther Public Company BoardPrior public company board experience to assist in enhancingboard form and function.XXXXXXXEnvironmental,Social and GovernanceSignificant experience with ESG strategies and programs.XXXXXXXXXX8The following information is furnished with respect to each

86、of the nominees of the Company,includinginformation regarding their business experience,director positions held currently or at any time during thelast five years,involvement in certain legal or administrative proceedings,if applicable,and the experiences,qualifications,attributes or skills that cau

87、sed the Nominating/Corporate Governance Committee and theBoard to determine that the nominees should serve as our directors.Other than as set forth in this ProxyStatement,no principal occupation of any of the Board s nominees has been at any corporation ororganization that is a parent,subsidiary or

88、other affiliate of the Company.Age:56Director since:2021Committees:Audit Capital AllocationPlanningSANDRA Y.CAMPOSMs.Campos served as the Chief Executive Officer of DVF(Diane vonFurstenberg)(a luxury fashion brand)from 2018 to 2020.After herdeparture from DVF,Ms.Campos served as the Chief Executive

89、Officer ofProject Verte Inc.(a retail technology and supply chain solutions provider)until November 2021.A receivership proceeding was filed against ProjectVerte Inc.in August 2022 in the Delaware Court of Chancery.The receiversubsequently filed a bankruptcy proceeding under Chapter 7 of the U.S.Ban

90、kruptcy Code with respect to Project Verte Inc.in January 2023 in theU.S.Bankruptcy Court for the District of Delaware.Since her departurefrom Project Verte Inc.,Ms.Campos has been serving as a professionaldirector.Prior to joining DVF,she was the Co-President,Women s Apparel of GlobalBrands Group H

91、olding Limited(a branded apparel,footwear and brandmanagement company)from 2015 to 2018,which included the JuicyCouture,Bebe,Buffalo,Tretorn,BCBG and Herve Leger brands.Ms.Campos also held leadership roles with apparel companies Polo RalphLauren and Nautica International.Ms.Campos also founded Fashi

92、on Launchpad(a continuing educationplatform for retail and fashion professionals)and created Dream out Loudin partnership with Selena Gomez(the first teen celebrity brandmanagement company).She is also a member of the board of Fabric(amodular and headless commerce solution).Qualifications:Ms.Camposq

93、ualifications to serve on the Board include herextensive executive experience in the retail,technology and consumerproducts industries,marketing,global brand building,and omnichanneldevelopment.Age:65Director since:2012Committees:Human Capital andCompensation Capital AllocationPlanningJAMES R.CHAMBE

94、RSMr.Chambers served as President and Chief Executive Officer and directorof Weight Watchers International,Inc.(weight management servicesprovider)from 2013 to late 2016.Since his retirement from Weight WatchersInternational,Inc.in 2016,he has been serving as a professional directorand as a strategi

95、c advisor to boards of directors.Mr.Chambers previously served as President of the US Snacks andConfectionery business unit and General Manager of the ImmediateConsumption Channel of Kraft Foods Inc.(food manufacturer)until 2011.Mr.Chambers also served as President and CEO of Cadbury Americas(confec

96、tionery manufacturer)until 2010 and as the President and ChiefExecutive Officer of Remy Amerique,Inc.(spirits manufacturer).Prior tohis employment with Remy Amerique,Inc.,Mr.Chambers served as theChief Executive Officer of Paxonix,Inc.(online branding and packagingprocess solutions business),the Chi

97、ef Executive Officer of N9(online grocery retailer)and the Group President of Information Resources,Inc.(global market research provider).Mr.Chambers spent the first17 years of his career at Nabisco(food manufacturer),where he heldleadership roles in sales,distribution,marketing and informationtechn

98、ology,culminating in the role of President,Refrigerated Foods.Mr.Chambers previously served as a director of B&G Foods(foodmanufacturer)for seven years where he served on the nominating andgovernance committee and the compensation committee and as a director ofWeight Watchers International,Inc.Quali

99、fications:Mr.Chambersqualifications to serve on the Board includehis extensive cross-functional packaged goods industry experience,hisextensive leadership experience as a chief executive officer,his 20-year trackrecord in general management and his experience serving on the boards ofother public com

100、panies.Other Directorships:Board of Trustees of TIAA(a privately-held financialservices company)since 2015,where he serves as chair and on the humanresources committee,the nominating and governance committee and therisk and compliance committee.Age:56Director since:2018Committees:Audit Nominating/Co

101、rporateGovernanceSEBASTIAN J.DIGRANDEMr.DiGrande is the Chief Executive Officer of Plastic Credit Exchange(a facilitator of funding of plastic waste clean-up,recycling and reprocessingactivities).Mr.DiGrande served as a professional director from 2019 untilApril 2022.Mr.DiGrande served as the Execut

102、ive Vice President of Strategy and ChiefCustomer Officer for Gap Inc.(apparel retailer)from May 2016 until 2019,where he led the company s strategy,consumer and market insights,customer data and analytics,digital and customer marketing,payments,loyalty,and franchise teams.Prior to joining Gap,Inc.,M

103、r.DiGrande was aSenior Partner and Managing Director for The Boston Consulting Groupfrom 1996 to April 2016.He was also a leader in BCG s Technology,Marketing and Digital Innovation efforts.Qualifications:Mr.DiGrande s qualifications to serve on the Board includehis extensive experience in senior ma

104、nagement roles in strategy,analytics,marketing and technology,his extensive consulting background and hisqualification as an“audit committee financial expert,”as defined byapplicable SEC rules.10Age:62Director since:2015Committees:Audit(Chair)Human Capital andCompensationMARLA C.GOTTSCHALKMs.Gottsch

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

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

107、vision.Ms.Gottschalk previously served as a director ofPotbelly Corporation(food retailer)from 2019 until 2022 where she servedas the chair of the audit committee and on the compensation committee.Qualifications:Ms.Gottschalk s qualifications to serve on the Board includeher extensive experience in

108、operations and strategic management,herqualification as an“audit committee financial expert,”as defined byapplicable SEC rules,her extensive leadership experience as a chief executiveofficer,her expertise in the food industry and her experience serving on theboards of other public companies.Other Di

109、rectorships:US Foods,Inc.(Food wholesaler)since 2022,where sheserves on the audit committee and nominating and governance committee;Reynolds Consumer Products Inc.(consumer products)since 2020,whereshe is chair of the audit committee;and UL Solutions(global safetycertification company)since 2009,whe

110、re she is chair of the compensationcommittee and serves on the nominating and governance committee.Age:63Director since:2015Committees:NoneCYNTHIA T.JAMISONChair of the Board of Big Lots,Inc.Ms.Jamison served as Chief Financial Officer or Chief Operating Officer ofseveral companies during her tenure

111、 from 1999 to 2009 at Tatum,LLC(executive services firm).From 2005 to 2009,she led the CFO servicespractice and was a member of the firm s operating committee.After retiringfrom Tatum,Ms.Jamison subsequently served as Chief Financial Officer ofAquaSpy,Inc.from 2009 to 2012(provider of soil moisture

112、sensors tomonitor soil moisture levels).Since her retirement from AquaSpy Inc.in2012,she has been serving as a professional director.Ms.Jamison has alsoserved as Chief Financial Officer of Chart House Enterprises(food retailer)and held various financial positions at Allied Domecq Retailing USA,Kraft

113、General Foods and Arthur Anderson LLP.Ms.Jamison previously served as a director of B&G Foods,Inc.(foodmanufacturer and distributor)from 2004 to 2015,where she served as chairof the audit committee.She previously held board seats at Horizon OrganicHoldings from 2001 to 2003 and Cellu Tissue,Inc.Qual

114、ifications:Ms.Jamison s qualifications to serve on the Board includeher extensive experience in financial and accounting matters,includingpublic company reporting,as well as strategy and capitalization expertise,her qualification as an“audit committee financial expert,”as defined byapplicable SEC ru

115、les,and her key management,leadership,financial andstrategic planning,corporate governance and public company executive andboard experience.11Other Directorships:Tractor Supply Company(farm and ranch retailer)since 2002,where she has served as chair since 2014(she is not standing forre-election to t

116、he Tractor Supply Company board of directors in 2023);Darden,Inc.(food retailer)since 2014,where she serves as chair of the auditcommittee and a member of the compensation committee;and The ODPCorporation(a provider of business services,products and digital workplacetechnology solutions)since 2013,w

117、here she is chair of the audit committeeand a member of the compensation and talent committee.Age:67Director since:2018Committees:Human Capital andCompensation Capital AllocationPlanning(Chair)CHRISTOPHER J.MCCORMICKMr.McCormick is the former President and Chief Executive Officer of L.L.Bean,Inc.(cl

118、othing and outdoor recreation equipment retailer).He joinedL.L.Bean,Inc.in 1983 and held a number of leadership positions inAdvertising and Marketing prior to his tenure as President and ChiefExecutive Officer from 2001 until March 2016.Since his retirement fromL.L.Bean,Inc.in 2016,he has been servi

119、ng as a professional director.Mr.McCormick previously served as a director of Sun Life Financial,Inc.(financial services company)from 2017 to 2019,where he served as amember of the compensation committee and nominating corporategovernance committee.Qualifications:Mr.McCormick s qualifications to ser

120、ve on the Boardinclude his extensive leadership experience as a chief executive officer of aretail company,his service on the boards of other public companies and hisqualification as an“audit committee financial expert,”as defined byapplicable SEC Rules.Other Directorships:Levi Strauss&Co.(clothing

121、retailer)since 2016,wherehe is a member of the audit committee and the nominating and governancecommittee.Age:50Director since:2021Committees:Audit Nominating/CorporateGovernanceKIMBERLEY A.NEWTONMs.Newton is the founder and Chief Executive Officer of AlexisEnterprises,LLC,which includes the Intenti

122、onal Pause Project(media,product,and experiential platform aimed at empowering women to expandthe impact of their leadership).Ms.Newton is the former Senior VicePresident Consumer Experience of Hallmark Cards,Inc.(greeting cardmanufacturer)from 2017 to 2019.Ms.Newton joined Hallmark Cards,Inc.in 199

123、6 and held a number of leadership positions in marketing and strategybefore serving as Vice President North America Strategy and Planning from2011 to 2015 and Vice President Corporate Strategy and BusinessDevelopment from 2015 to 2017.During her more than 20 years with Hallmark Cards,Inc.,she influe

124、ncedglobal corporate strategy and led transformation across a diversifiedportfolio of top brands by reimagining strategies and capabilities through afuture-looking,digitally-enabled,and customer-focused lens.Ms.Newtonhas been recognized as a top African American in corporate America and isan active

125、investor in and advisor to several female-led businesses.Qualifications:Ms.Newton s qualifications to serve on the Board includeher extensive experience in consumer marketing,corporate strategy,businessdevelopment,omnichannel consumer experience,P&L management anddigital transformation.12Age:70Direc

126、tor since:2015Committees:Human Capital andCompensation(Chair)Nominating/CorporateGovernanceNANCY A.REARDONMs.Reardon is the former Senior Vice President and Chief HumanResources and Communications Officer of Campbell Soup Company(foodmanufacturer).Since her retirement from Campbell Soup Company in 2

127、012,she has been serving as a professional director.Additionally,Ms.Reardon served as Executive Vice President of HumanResources for Comcast Cable Communications,Inc.(telecommunicationsprovider)from 2002 to 2004.Prior to that,Ms.Reardon served as Partnerand Executive Vice President,Human Resources a

128、nd Corporate Affairs forBorden Capital Management Partners(consumer products retailer)from1997 to 2002,where she developed financial and merger and acquisitionskills through her involvement in multiple transactions for a portfolio ofoperating companies.Ms.Reardon previously served as a director ofWa

129、rnaco Group,Inc.(apparel retailer)where she served as a member of theaudit committee and the compensation committee.Qualifications:Ms.Reardon s qualifications to serve on the Board includeher extensive experience in senior management roles,her experience on theboards of other public companies and pr

130、ivate and charitable organizations,her experience leading human resources departments and incommunications and public affairs,her leadership skills and her skills inhuman capital management,talent development and succession planning.Other Directorships:Signet Jewelers Limited(jewelry retailer)since

131、2018,where she chairs the human capital management and compensationcommittee and serves on the corporate citizenship and sustainabilitycommittee.Age:56Director since:2015Committees:Audit Nominating/CorporateGovernance(Chair)Capital AllocationPlanningWENDY L.SCHOPPERTMs.Schoppert is the former Execut

132、ive Vice President and Chief FinancialOfficer of Sleep Number Corporation(bedding retailer and manufacturer)from June 2011 to February 2014,where she also served as ChiefInformation Officer and led Marketing,Digital,International,and NewChannel Development.Since her retirement from Sleep NumberCorpo

133、ration in 2014,she has been serving as a professional director.Prior to joining Sleep Number,Ms.Schoppert led the Private AssetManagement division of US Bank(financial services company)from 2004to 2005 and served as Head of Product,Marketing&CorporateDevelopment for U.S.Bank s Asset Management divis

134、ion from 2002 to2004.Ms.Schoppert began her career in the airline industry,serving invarious financial,strategic and general management leadership positions atAmerican Airlines,Northwest Airlines and America West Airlines.Ms.Schoppert also previously served as a director of Gaia,Inc.(formerlyGaiam,I

135、nc.)(an alternative media video streaming service)from 2013 to2018.Qualifications:Ms.Schoppert s qualifications to serve on the Board includeher qualification as an“audit committee financial expert,”as defined byapplicable SEC Rules,her extensive retail experience across finance,information technolo

136、gy,digital and marketing,and her significant financialleadership and expertise with respect to the oversight of financial reportingand disclosure for public companies.13Other Directorships:The Hershey Company(a global confectionerycompany)since 2017,where she serves on the audit committee and thefin

137、ance&risk management committee(she is not standing for re-election toThe Hershey Company board of directors in 2023);The ODP Corporation(a provider of business services,products and digital workplace technologysolutions),since 2020,where she chairs the compensation and talentcommittee and serves on

138、the audit committee;and Bremer FinancialCorporation(a financial services firm)since 2017,where she serves on theaudit committee and the compensation committee.Age:56Director since:2018Committees:NoneBRUCE K.THORNMr.Thorn is our President and Chief Executive Officer.Before joining BigLots in Septembe

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

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

141、ficer of Big Lots,strong leadership skills,proven management capabilities and more than25 years of diverse retail and services experience.Other Directorships:Caleres,Inc.(a footwear company)since 2022,where heserves on the culture,compensation,and people committee and thetechnology and digital commi

142、ttee.THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH NOMINEELISTED ABOVE.14GOVERNANCEThe following table sets forth some of our key governance policies and practices we have implementedto advance the objectives and long term interests of our shareholders:Governance Highlights Nine of our

143、 ten current directors are independent Six of our nine independent director nominees arewomen Annual election of all directors and MajorityVoting Standard Annual board and committee self-evaluations Proxy access for our shareholders We have a non-executive chair Executive session of non-employee dir

144、ectors at allregularly scheduled board meetings Director orientation and continuing education All committees composed of independent directors Limit of 4 public company directorships Boardmembers may hold Annual shareholder engagement Mandatory Board retirement at age 72Board Leadership and Independ

145、ent Chair of the BoardThe Board is currently composed of the individuals identified in Proposal One.Each of the directornominees(other than Mr.Thorn,our Chief Executive Officer(“CEO”)and President),qualifies as anindependent(as defined by the applicable NYSE rules)non-employee director(“non-employee

146、 directors”).Ms.Jamison,a non-employee director,currently serves as non-executive Chair of the Board(“Chair”).TheBoard believes it should have the flexibility to establish a leadership structure that works best for us at aparticular time,and it reviews that structure from time to time,including in t

147、he context of a change inleadership.The Chair works with management to plan the agendas for meetings of the Board,chairs theBoard meetings,and is responsible for briefing our CEO,as needed,concerning executive sessions of theindependent members of the Board.The Chair also determines when additional

148、meetings of the Boardare needed.Additionally,the Chair communicates informally with other directors between meetings of theBoard to foster free and open dialogue among directors.Board Meetings in Fiscal 2022The Board held eight meetings during fiscal 2022.During fiscal 2022,each director attended at

149、 least75%of the aggregate of the total number of meetings of the Board and the committees on which he or sheserved(in each case,held during the periods that he or she served).All of our directors attended our 2022annual meeting of shareholders as required by our Corporate Governance Guidelines.In ad

150、dition,thenon-employee directors met in executive session at each of the Board s regularly scheduled meetings.Role of the Board s CommitteesThe Board has standing Audit,Human Capital and Compensation,Nominating/CorporateGovernance and Capital Allocation Planning Committees.Each of these committees r

151、eports its activities tothe Board.Audit CommitteeThe primary function of the Audit Committee is to assist the Board in fulfilling its oversightresponsibility with respect to:(1)the integrity of the financial reports and other financial information provided by us to ourshareholders and others;15(2)ou

152、r compliance with legal and regulatory requirements;(3)the engagement of our independent registered public accounting firm and the evaluation of thefirm s qualifications,independence and performance;(4)the performance of our system of internal controls;(5)the oversight of the performance of the inte

153、rnal audit function;(6)our audit,accounting and financial reporting processes generally;and(7)the evaluation of enterprise risk issues.During fiscal 2022,Mses.Campos,Gottschalk,Newton and Schoppert and Mr.DiGrande served onour Audit Committee.All members of the Audit Committee are independent as req

154、uired by the AuditCommittee s charter and by the applicable NYSE and SEC rules.The Board has determined that eachmember of the Audit Committee is“financially literate,”as required by NYSE rules,and is an“auditcommittee financial expert,”as defined by applicable SEC rules.The functions of the Audit C

155、ommittee are further described in its charter,which is available in theInvestor Relations section of our website()under the“Corporate Governance”caption.The Audit Committee met four times during fiscal 2022.Human Capital and Compensation CommitteeThe Human Capital and Compensation Committee discharg

156、es the responsibilities of the Boardrelating to the administration of our compensation programs,including the compensation program for ourexecutive leadership team(“Leadership Team”),and provides input on our policies and strategies relating tohuman capital management.Our Leadership Team is composed

157、 of the current executives named in theSummary Compensation Table and other executives reporting to our CEO.The responsibilities of the Human Capital and Compensation Committee include:(1)establishing our general compensation philosophy;(2)overseeing the development of our compensation programs;(3)a

158、pproving goals and objectives for the incentive compensation awarded to the Leadership Team;(4)reviewingandrecommendingtotheBoardtheothercompensationforourCEOandtheLeadershipTeam;(5)reviewing plans for the leadership,development,retention and succession of the CEO s directreports;(6)administering ou

159、r compensation programs;(7)overseeing our policies and strategies relating to the management of our human capital;and(8)reporting on the entirety of the executive compensation program to the Board.The Human Capital and Compensation Committee annually conducts a compensation risk assessment.The purpo

160、se of the assessment is to identify risks arising from the Company s compensation policies,practices and programs and the controls in place to mitigate any such risks.The Human Capital andCompensation Committee determined that our compensation policies are consistent with our overall riskstructure.B

161、ecause a significant portion of the incentive compensation we award is subject to performancegoals based on operating profit,we believe our associates are encouraged to take a balanced approach thatfocuses on corporate profitability and performance.If the Company is not profitable at a reasonable le

162、vel,there are limited payouts under the bonus programs.The Company has internal controls over the measurement and calculation of the performancemeasures,including operating profit,earnings per share,return on invested capital,sales,net income and16relative total shareholder return.These controls,and

163、 the auditing of the Company s financial statements byan independent registered public accounting firm,are designed to keep the Company,including itscompensation programs,from being susceptible to manipulation by associates.In addition,our associatesare subject to the Company s Code of Business Cond

164、uct and Ethics which covers,among other things,accuracy of books and records.During fiscal 2022,Mses.Gottschalk,Jamison and Reardon and Messrs.Chambers,Thomas A.Kingsbury and McCormick served on our Human Capital and Compensation Committee.All members ofthe Human Capital and Compensation Committee a

165、re independent as required by the Human Capital andCompensation Committee s charter and NYSE rules.The functions of the Human Capital and Compensation Committee are further described in itscharter,which is available in the Investor Relations section of our website()under the“Corporate Governance”cap

166、tion.The Human Capital and Compensation Committee met five times duringfiscal 2022.Nominating/Corporate Governance CommitteeThe responsibilities of the Nominating/Corporate Governance Committee include:(1)recommending individuals to the Board for nomination as members of the Board and itscommittees;

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

168、ctorindependence;(4)in coordination with the Human Capital and Compensation Committee,monitoring issuesassociated with CEO succession planning and management development;(5)overseeing the evaluation of the Board and CEO;and(6)reviewing the compensation of the members of the Board and recommending an

169、y changes to suchcompensation to the Board for its approval.During fiscal 2022,Mses.Jamison,Newton,Reardon and Schoppert and Messrs.DiGrande andKingsbury served on our Nominating/Corporate Governance Committee.All members of the Nominating/Corporate Governance Committee are independent as required b

170、y the Committee s charter and NYSErules.The functions of the Nominating/Corporate Governance Committee are further described in itscharter,which is available in the Investor Relations section of our website()under the“Corporate Governance”caption.The Nominating/Corporate Governance Committee met fou

171、r timesduring fiscal 2022.Capital Allocation Planning CommitteeThe responsibilities of the Capital Allocation Planning Committee include:(1)reviewing,at least annually,the Company s three-year capital expenditure outlook and expectedreturns,current year capital expenditure plan and associated return

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

173、ies and management sestimate of the Company s weighted-average cost of capital;17(3)reviewing management recommendations on the Company s declaration and payment of quarterlyor special dividends on our Common Shares;(4)reviewing management recommendations on the establishment and,upon establishment,

174、executionof a share repurchase program;(5)periodically reviewing the Company s capital allocation strategy in comparison to peers andindustry benchmarks;and(6)reviewing the Company s short-term investment policy.During fiscal 2022,Mses.Campos,Jamison and Schoppert and Messrs.Chambers and McCormickse

175、rved on our Capital Allocation Planning Committee.All voting members of the Capital AllocationPlanning Committee meet the NYSE independence requirements.The functions of the Capital Allocation Planning Committee are further described in its charter,whichis available in the Investor Relations section

176、 of our website()under the“CorporateGovernance”caption.The Capital Allocation Planning Committee met five times during fiscal 2022.Selection of Nominees by the BoardThe Nominating/Corporate Governance Committee has oversight over a broad range of issuesrelatingtothecompositionandoperationof theBoard

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

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

179、 a formal policy with regard to theconsideration of diversity in identifying director nominees,the Nominating/Corporate GovernanceCommittee considers factors such as the prospective nominee s relevant experience,character,intelligence,independence,commitment,judgment,prominence,age,andcompatibilityw

180、ithourCEO,seniormanagementand other members of the Board.The Nominating/Corporate Governance Committee also considersother relevant factors that it deems appropriate,including the current composition of the Board,thealignment of the Board membersskills and experiences with our strategic plan,diversi

181、ty,experience withsuccession planning,crisis management,the balance of management and independent directors,publiccompany experience and the need for committee expertise.Before commencing a search for a new directornominee,the Nominating/Corporate Governance Committee confers with the Board regardin

182、g the factorsit intends to consider in its search.In identifying potential candidates for Board membership,the Nominating/Corporate GovernanceCommittee considers recommendations from the Board,shareholders and management,as well as proxyaccess candidates.Any shareholder who wishes to recommend a pro

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

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

185、ith these procedures and thatmeet the factors outlined above will receive the same consideration that the recommendations of the Boardand management receive.Pursuant to its written charter,the Nominating/Corporate Governance Committee has the authoritytoretainconsultantsandsearchfirmstoassistinthepr

186、ocessof identifyingandevaluatingdirectorcandidatesand to approve the fees and other retention terms for any such consultant or search firm.Director Vote Standard and PolicyOur Amended Articles of Incorporation impose a majority vote standard in uncontested elections ofdirectors and our Corporate Gov

187、ernance Guidelines contain a majority vote policy applicable to uncontested18elections of directors.Article Eighth of our Amended Articles of Incorporation provides that if a quorumis present at the Annual Meeting,a director nominee in an uncontested election will be elected to the Board ifthe numbe

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

189、than votes cast against and/or withheld as to his or her election to deliver his or her resignation from theBoardtotheNominating/CorporateGovernanceCommittee.Brokernon-voteshavenoeffectindeterminingwhether the required affirmative majority vote has been obtained.Upon its receipt of such resignation,

190、theNominating/Corporate Governance Committee will promptly consider the resignation and recommend tothe Board whether to accept the resignation or to take other action.The Board will act on therecommendation of the Nominating/Corporate Governance Committee no later than 100 days followingthe certifi

191、cation of the shareholder vote.The Nominating/Corporate Governance Committee,in making itsrecommendation,and the Board,in making its decision,will evaluate such resignation in light of the bestinterests of Big Lots and our shareholders and may consider any factors and other information they deemrele

192、vant;provided,however,that if the nominee for director who delivered such resignation also failed toreceive more votes cast for such nominee s election than votes cast against and/or withheld as to his or herelection at the immediately preceding meeting of shareholders involving the election of dire

193、ctors,the Boardmust accept the resignation.We will promptly publicly disclose the Board s decision in a periodic orcurrent report to the SEC.Determination of Director IndependenceThe Board affirmatively determined that all of the directors nominated for election at the AnnualMeeting other than Mr.Th

194、orn are independent of Big Lots,its subsidiaries and its management under thestandards set forth in the NYSE rules,and no director nominee other than Mr.Thorn has a materialrelationship with Big Lots,its subsidiaries or its management aside from his or her service as a director.In determining that e

195、ach of the director nominees other than Mr.Thorn is independent,the Boardconsidered charitable contributions to not-for-profit organizations of which these director nominees ortheir immediate family members are executive officers or directors and determined that each of thetransactions and relations

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

197、al and Compensation Committee meet the independence standards required by the HumanCapital and Compensation Committee s charter and NYSE rules.Related Person TransactionsOur Corporate Governance Guidelines,Code of Business Conduct and Ethics,Code of Ethics forFinancial Professionals,and human resour

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

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

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

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

202、l.If our General19Counsel determines that the transaction constitutes a related person transaction,our General Counsel willnotify the chair of the Nominating/Corporate Governance Committee.Thereafter,the Nominating/Corporate Governance Committee will review the related person transaction,considering

203、 all factors andinformationitdeemsrelevant,andeitherapproveordisapprovethetransactioninlightof whattheCommitteebelieves to be the best interests of Big Lots and our shareholders.If advance approval is not practicable orif a related person transaction that has not been approved is discovered,the Nomi

204、nating/CorporateGovernance Committee will promptly consider whether to ratify the related person transaction.Whereadvance approval is not practicable or we discover a related person transaction that has not been approvedandtheCommitteedisapprovesthetransaction,theCommitteewill,takingintoaccountallof

205、 thefactorsandinformation it deems relevant(including the rights available to us or other parties under the transaction),determine whether we should amend,rescind or terminate the transaction in light of what it believes to be thebest interests of Big Lots and its shareholders.Examples of factors an

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

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

208、onally,each director,nominee for director and executive officer must complete an annualquestionnaire that requires written disclosure of any related person transaction.Oversight of Corporate StrategyThe Board actively oversees management s establishment and execution of corporate strategy,includingm

209、ajor business and organizational initiatives,annual budget and long-term strategic plans,capital allocationpriorities and potential corporate development opportunities.At the Board and committee meetings andthroughout the year,the Board regularly receives information and formal updates from our mana

210、gement andactively engages with the Leadership Team with respect to our corporate strategy,oversight of corporateculture and human capital management.The Board s independent directors also hold regularly scheduledexecutive sessions at which strategy is discussed.Board s Role in Risk OversightThe Boa

211、rd and its committees play an important role in overseeing the identification,assessment andmitigation of short-term,intermediate-term and long-term risks that are material to us.In fulfilling thisresponsibility,the Board and its committees regularly consult with management to evaluate and,whenappro

212、priate,modify our risk management strategies.While each committee is responsible for evaluatingcertain risks and overseeing the management of such risks,the entire Board is regularly informed about suchrisks through committee reports.The Board oversees the conduct of our business and the assessment

213、ofourbusinessandotherenterpriseriskstoevaluatewhetherthebusinessisbeingproperlymanaged.TheBoardalso oversees the processes for maintaining our integrity with regard to our financial statements and otherpublic disclosures,and compliance with law and ethics.The Board retains oversight responsibility f

214、or theserisk issues instead of allocating oversight for them to a Board committee as a result of the experience ofvarious Board members with respect to these risk issues that are not represented on any single committee.The Audit Committee assists the Board in fulfilling its oversight responsibility

215、relating to theperformance of our system of internal controls,legal and regulatory compliance,cybersecurity matters,our20audit,accounting and financial reporting processes,and the evaluation of enterprise risk issues,particularlythose risk issues not overseen by other committees.In carrying out thes

216、e responsibilities,the AuditCommittee,among other things,meets with our independent registered public accounting firm(with andwithout management present)on a quarterly basis to discuss the firm s review of our interim financialinformation and,after our fiscal year end,to discuss the firm s audit of

217、our annual consolidated financialstatements and internal control over financial reporting.The Audit Committee also meets quarterly withour internal auditors and receives an annual risk assessment report from our internal auditors.The Human Capital and Compensation Committee is responsible for overse

218、eing the management ofrisks relating to our compensation programs,human capital management(including diversity,equity andinclusion)and succession planning.The Human Capital and Compensation Committee annually conductsa compensation risk assessment to identify risks arising from the Company s compens

219、ation policies,practicesand programs and the controls in place to mitigate any such risks.The Human Capital and CompensationCommittee also discusses with its independent compensation consultant the risks presented by ourcompensation policies,practices and programs.The Nominating/Corporate Governance

220、 Committee manages risks associated with corporategovernance,related person transactions,CEO and Board succession planning,and business conduct andethics.The Capital Allocation Planning Committee is responsible for overseeing risks related to our liquidityand allocation of capital.The Environmental,

221、Social and Governance Committee,a management committeethat reports to the Nominating/Corporate Governance Committee,reviews and evaluates the Company srisk management policies and practices with respect to ESG Matters(as defined below in“Environmental,Social and Governance Practices”)and considers t

222、he future impact of such matters on our operations,performance or public image.Environmental,Social and Governance PracticesOur Environmental,Social and Governance Committee supports the Company s ongoing commitmentto environmental,health and safety,corporate social responsibility,corporate governan

223、ce,sustainability andother public policy matters relevant to the Company(“ESG Matters”).The Environmental,Social andGovernance Committee takes a leadership role in(a)developing the Company s general strategy with respectto ESG Matters,(b)overseeing the development of policies and practices relating

224、to ESG Matters basedon such strategy and the integration of such policies and practices into the Company s business operationsand strategy,(c)overseeing communications with employees,investors and stakeholders regarding ESGMatters and(d)monitoring and assessing developments relating to,and improving

225、 the Company sunderstanding of,ESG Matters.The Environmental,Social and Governance Committee is comprised ofour Chief Legal and Governance Officer,our Chief Financial and Administrative Officer and the leaders ofour Compliance/Social,Diversity,Equity&Inclusion(DEI),Investor Relations,Public Relation

226、s andSustainability functions.The duties and responsibilities of the Environmental,Social and GovernanceCommittee are further described in its charter,which is available in the Investor Relations section of ourwebsite()under the“Corporate Governance”caption.We recognize the value of creating a diver

227、se,equitable,and inclusive workplace.As part of ourcommitment to DEI,we maintain a Diversity,Equity,and Inclusion Council,which is comprised ofassociates from our stores,distribution centers,and corporate headquarters who represent various joblevels,locations,ages,genders,languages,work shifts,races

228、,sexual orientations,and leadership styles,toleadthedevelopmentandadvancementof ourDEIstrategy.Additionally,ourDiversity,Equity,andInclusionExecutive Advisory Committee,which is comprised of senior leaders,provides guidance to the DEICouncil,approves our DEI strategy and promotes its achievement thr

229、oughout our organization.In 2022,we integrated our conscious inclusion program into the onboarding process for all of our associates,whichwedevelopedtobuildawarenessof ourDEIstrategy,educateourassociatesonhowwecanimproveDEI,andultimately engrain DEI in the culture of the Company.In April 2023,we pub

230、lished our second corporate social responsibility report,titled“BIG Cares,”which addresses our environmental,social and governance policies,initiatives and achievements.A copy ourcorporate social responsibility reports are available on our website().The contents of ourwebsite,includingourcorporateso

231、cialresponsibilityreports,arenotincorporatedbyreferencein,orotherwisemade a part of,this Proxy Statement.21Corporate Governance GuidelinesOur Corporate Governance Guidelines comply with applicable NYSE rules and can be found in theInvestor Relations section of our website()under the“Corporate Govern

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

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

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

235、cutive officer,principal financial officer,principal accounting officer,controller or personsperforming similar functions),if any,in the Investor Relations section of our website()under the“Corporate Governance”caption.Human Capital and Compensation Committee Interlocks and Insider ParticipationDuri

236、ng fiscal 2022,Mses.Gottschalk,Jamison and Reardon and Messrs.Chambers,Kingsbury andMcCormick served on our Human Capital and Compensation Committee.No member of our HumanCapital and Compensation Committee serves,or at any time has served,as one of our officers or employeesor has,or during fiscal 20

237、22,had a material interest in any related person transaction,as defined inItem 404 of Regulation S-K.None of our executive officers serves or,during fiscal 2022,served as a memberof the board of directors or compensation committee of any other company that has or had an executiveofficer serving as a

238、 member of the Board or our Human Capital and Compensation Committee.Communications with the BoardShareholders and other parties interested in communicating directly with the Board,with specifiedindividual directors or with the non-employee directors as a group,may do so by choosing one of thefollow

239、ing options:Call:(866)834-7325Write:Big Lots Board of Directors,4900 E.Dublin-Granville Road,Columbus,Ohio 43081Online Message:http:/Under a process approved by the Nominating/Corporate Governance Committee for handlingcorrespondence received by us and addressed to non-employee directors,our Chief L

240、egal Officer reviews allsuch correspondence and forwards to the Board or appropriate members of the Board a summary and/orcopiesof anysuchcorrespondencethatdealswiththefunctionsof theBoard,membersorcommitteesthereofor otherwise requires their attention.Directors may at any time review a log of all c

241、orrespondence receivedby us and directed to members of the Board and may request copies of any such correspondence.Concernsrelating to our accounting,internal accounting controls or auditing matters will be referred to the AuditCommittee.Concerns relating to the Board or members of senior management

242、 will be referred to theNominating/Corporate Governance Committee.Parties submitting communications to the Board maychoose to do so anonymously or confidentially.22DIRECTOR COMPENSATIONUnder the Big Lots,Inc.Non-Employee Director Compensation Package established by the Board,each non-employee direct

243、or is compensated for Board and committee participation in the form of retainersand fees and a restricted stock unit award.Retainers and Charitable ContributionsDuring fiscal 2022,Messrs.Chambers,DiGrande,Kingsbury and McCormick and Mses.Campos,Gottschalk,Jamison,Newton,Reardon and Schoppert qualifi

244、ed as non-employee directors and,as a result,received compensation for their Board service.Due to our employment of Mr.Thorn in fiscal 2022,he didnot qualify as a non-employee director and did not receive compensation for his services as a director.Thecompensation received by Mr.Thorn as an employee

245、 is shown in the Summary Compensation Tableincluded in this Proxy Statement.We pay our non-employee directors retainers and fees on a quarterly basis.For fiscal 2022,the annualretainers we paid to non-employee directors consisted of:(1)an annual retainer of$85,000 for each non-employee director othe

246、r than the nonexecutive chair;(2)an annual retainer of$185,000 for the nonexecutivechair;(3)an additional annual retainer of$35,000 for the chair of the Audit Committee;(4)an additionalannualretainerof$25,000forthechairof theHumanCapitalandCompensationCommittee;(5)anadditionalannual retainer of$20,0

247、00 for the chair of the Nominating/Corporate Governance Committee and thechair of the Capital Allocation Planning Committee;(6)an additional annual retainer of$17,500 for eachother member of the Audit Committee;(7)an additional annual retainer of$12,500 for each other memberof the Human Capital and

248、Compensation Committee;and(8)an additional annual retainer of$10,000for each other member of the Nominating/Corporate Governance Committee and each other member ofthe Capital Allocation Planning Committee.Each term during which our non-employee directors serve on the Board,we donate an aggregateannu

249、al amount of up to$15,000 to charitable organizations nominated by the non-employee director andmake matching charitable donations in an aggregate amount of up to$15,000 to charitable organizations towhich the non-employee director makes contributions.Restricted Stock UnitsIn May 2022,our nonexecuti

250、ve chair received a restricted stock unit award having a grant date fairvalue equal to approximately$245,000(8,185 Common Shares)and our other non-employee directorsreceived a restricted stock unit award having a grant date fair value equal to approximately$145,000(4,844Common Shares).The restricted

251、 stock unit awards were made under the terms of the 2020 LTIP and will besettled in our Common Shares on the earlier to occur of(1)the trading day immediately preceding theAnnual Meeting or(2)the non-employee director s death or disability(as defined in the 2020 LTIP).The non-employee director will

252、forfeit the restricted stock units if the non-employee director ceases to serve on theBoard before either settlement event occurs.Our non-employee directors may defer all or any portion of theirrestricted stock unit award until the earlier to occur of(1)the date specified by the non-employee directo

253、r,(2)the non-employee director s death or disability or(3)the date the non-employee director ceases to serve asa member of the Board.The non-employee directors must make any deferral election on or beforeDecember 31 of the year preceding the grant of the restricted stock unit award(e.g.,December 31,

254、2021 forawards granted in 2022)or,in the case of a newly elected director,within thirty days of the date theybecome eligible to participate in the 2020 LTIP.23Director Compensation Table for Fiscal 2022The following table summarizes the total compensation for fiscal 2022 for each of our non-employee

255、directors.Name(a)FeesEarned orPaid inCash($)(b)StockAwards($)(1)(2)(c)OptionAwards($)(d)Non-EquityIncentive PlanCompensation($)(e)Change inPensionValue andNonqualifiedDeferredCompensationEarnings($)(f)AllOtherCompensation($)(3)(g)Total($)(h)Ms.Campos.112,500144,98130,000287,481Mr.Chambers.131,913144

256、,98130,000306,894Mr.DiGrande.112,500144,98130,000287,481Ms.Gottschalk.132,500144,98116,250293,731Ms.Jamison.166,888244,97723,650435,515Mr.Kingsbury(4).107,500144,98115,000267,481Mr.McCormick.114,350144,98115,000274,331Ms.Newton.112,500144,981257,481Ms.Reardon.120,000144,98121,250286,231Ms.Schoppert.

257、132,500144,98121,183298,664(1)Amounts in this column reflect the aggregate grant date fair value of the restricted stock unit awardsgranted to the non-employee directors in fiscal 2022 as computed in accordance with FinancialAccounting Standards Board Accounting Standards Codification Topic 718(“ASC

258、 718”).The fullgrant date fair value of the fiscal 2022 restricted stock unit award granted to our nonexecutive chair andeach non-employee director was based on individual awards of 8,185 and 4,844 Common Shares,respectively,at a per Common Share value of$29.93 on the grant date.In accordance with A

259、SC 718and the 2020 LTIP,the per Common Share grant date value is the closing price of our Common Shareson the NYSE on the grant date.(2)As of January 28,2023,Mr.DiGrande held 16,505 restricted stock units,Ms.Jamison held 16,498restricted stock units,Mr.McCormick held 17,522 restricted stock units,Ms

260、.Reardon held 14,587restricted stock units,Ms.Schoppert held 19,846 restricted stock units,and Mses.Campos,Gottschalkand Newton and Messrs.Chambers and Kingsbury held 4,844 restricted stock units.(3)Amounts in this column reflect both matching contributions and payments made by us during fiscal2022

261、to charitable organizations nominated by the specified directors.(4)Mr.Kingsbury resigned from the board on February 3,2023 and,as a result,he forfeited his restrictedstock units on such date.24STOCK OWNERSHIPOwnership of Our Common Shares by Certain Beneficial Owners and ManagementThe following tab

262、le sets forth certain information with regard to the beneficial ownership of ourCommon Shares by each holder of more than five percent of our Common Shares,each director,eachdirector nominee,each of the current and former executive officers named in the Summary CompensationTable,and all executive of

263、ficers,directors and director nominees as a group.The assessment of holders ofmore than five percent of our Common Shares is based on a review of and reliance upon their respectivefilings with the SEC.Except as otherwise indicated,all information is as of the Record Date.Name and Address of Benefici

264、alOwner or Identity of Group(1)Amount and Nature ofBeneficial Ownership(2)Percent of OutstandingCommon SharesGene Eddie Burt.38,080Sandra Y.Campos.7,052*James R.Chambers.33,919*Sebastian J.DiGrande.19,730*Marla C.Gottschalk.28,950*Cynthia T.Jamison.25,941*Christopher J.McCormick.19,770*Kimberley A.N

265、ewton.7,052*Jack A.Pestello.0*Jonathan E.Ramsden.84,185*Nancy A.Reardon.27,100*Ronald A.Robins,Jr.72,185*Michael A.Schlonsky.113,278*Wendy L.Schoppert.19,846*Bruce K.Thorn.291,2741.0%BlackRock,Inc.(3).4,914,59616.9%FMR LLC(4).4,343,74715.0%The Vanguard Group,Inc.(5).3,278,68511.3%Ninety One UK Limit

266、ed(6).1,747,9406.0%Dimensional Fund Advisors LP(7).1,544,8525.3%All directors,nominees and executive officers as a group(17 persons).876,6103.0%*Represents less than 1.0%of the outstanding Common Shares.(1)Unless otherwise indicated,the address for each director and officer is c/o Big Lots,Inc.,4900

267、 E.Dublin-Granville Road,Columbus,Ohio,43081.(2)Each person named in the table has sole voting power and sole dispositive power with respect to allCommon Shares shown as beneficially owned by such person,except as otherwise stated in the footnotesto this table.The amounts set forth in the table incl

268、ude Common Shares that may be acquired within60 days of the Record Date through the vesting of restricted stock unit awards are as follows:Mr.Burt:6,852;Ms.Campos:4,844;Mr.Chambers:4,844;Mr.DiGrande:4,844;Ms.Gottschalk,4,844;Ms.Jamison:8,185;Mr.McCormick:4,844;Ms.Newton:4,844;Mr.Ramsden:14,107;Ms.Re

269、ardon:4,844;Mr.Robins:10,077;Mr.Schlonsky:10,351;Ms.Schoppert:4,844;and Mr.Thorn:39,410.(3)In its Schedule 13G/A filed on January 26,2023,BlackRock,Inc.,55 East 52ndStreet,New York,NY 10055,stated that it beneficially owned the number of Common Shares reported in the table as ofDecember 31,2022,had

270、sole voting power over 4,846,312 of the shares and sole dispositive power over4,914,596 of the shares,and had no shared voting power or shared dispositive power over any of thereported shares.25(4)In its Schedule 13G/A filed on February 9,2023,FMR LLC and Abigail P.Johnson(a director andChair and Ch

271、ief Executive Officer of FMR LLC),245 Summer Street,Boston,Massachusetts 02210,stated that they beneficially owned the number of Common Shares reported in the table as ofDecember 31,2022,had sole voting power over 4,342,036 of the shares and sole dispositive power over4,343,747 of the shares,and had

272、 no shared voting power or shared dispositive power over any of thereported shares.(5)In its Schedule 13G/A filed on February 9,2023,The Vanguard Group,Inc.,100 Vanguard Blvd.,Malvern,PA 19355,stated that it beneficially owned the number of Common Shares reported in thetable as of December 31,2022,h

273、ad sole dispositive power over 3,234,927 of the shares,had shareddispositive power over 43,758 of the shares,had shared voting power over 19,382 of the shares and hadno sole voting power over any of the reported shares.(6)In its Schedule 13D filed on February 13,2023,Ninety One UK Limited,55 Gresham

274、 Street,London,EC2V 7HB,United Kingdom,stated that it beneficially owned the number of Common Sharesreported in the table as of December 31,2022,had sole voting power over 217,834 of the shares andsole dispositive power over 1,747,490 of the shares,and had no shared voting power or shared dispositiv

275、epower over any of the reported shares.The Schedule 13D further states that Ninety One UK Limited sclient,Border to Coast,also holds more than five percent of the total outstanding Common Sharesincluding the voting rights.(7)In its Schedule 13G/A filed on February 10,2023,Dimensional Fund Advisors L

276、P,6300 Bee CaveRoad,Building One,Austin,TX 78746,stated that it beneficially owned the number of Common Sharesreported in the table as of December 31,2022,had sole voting power over 1,506,825 of the shares andsole dispositive power over 1,544,852 of the shares,and had no shared voting power or share

277、d dispositivepower over any of the reported shares.26PROPOSAL TWO:APPROVAL OF THE AMENDED AND RESTATED BIG LOTS 2020LONG-TERM INCENTIVE PLANBackgroundOn February 24,2023,the Board proposed,based on the recommendation of the Human Capital andCompensation Committee(which we refer to as the“Committee”t

278、hroughout this discussion of ProposalTwo),that our shareholders approve the amended and restated 2020 LTIP.Our shareholders first approvedthe 2020 LTIP on June 10,2020.If our shareholders approve the amended and restated 2020 LTIP,it willbecome effective on May 23,2023.The Board recommends that shar

279、eholders approve the amended andrestated 2020 LTIP.The Proposed Amended and Restated 2020 LTIPThe 2020 LTIP is designed to support our long-term business objectives in a manner consistent withour compensation philosophy.The Board believes that by allowing us to continue to offer our employeeslong-te

280、rmequityandperformance-basedcompensationthroughtheamendedandrestated2020LTIP,wewillpromote the following key objectives of our compensation program:aligning the interests of salaried employees,outside directors and consultants with those of ourshareholders through increased participant ownership of

281、our Common Shares;and attracting,motivating and retaining experienced and highly qualified salaried employees,outsidedirectors and consultants who will contribute to our financial success.The 2020 LTIP is an omnibus plan that provides for a variety of types of Awards to maintain flexibility.The 2020

282、 LTIP permits grants of(1)non-qualified stock options(“NQSOs”),(2)incentive stock options(“ISOs”)asdefinedinSection422of theInternalRevenueCodeof 1986,asamendedandincludingapplicablerules,regulations and authoritative interpretations thereunder(“IRC”),(3)stock appreciation rights(“SARs”),(4)restrict

283、ed stock,(5)restricted stock units,(6)deferred stock units,(7)performance shares,(8)performanceshareunits,(9)performanceunits,(10)cash-basedawards,and(11)otherstock-basedawards(NQSOs,ISOs,SARs,restricted stock,restricted stock units,deferred stock units,performance shares,performance share units,per

284、formance units,cash-based awards and other stock-based awards are referredto collectively as“Awards”).All of our and our affiliatesemployees,outside directors and consultants areeligible to receive Awards under the 2020 LTIP.The changes to the 2020 LTIP proposed to be made in the amended and restate

285、d 2020 LTIP include:Increase in Share AuthorizationThe amended and restated 2020 LTIP would increase the aggregate number of Common Sharesavailable for grant under the 2020 LTIP by 1,250,000 Common Shares.As of April 7,2023,there were36,800 Common Shares available for grant under the 2020 LTIP.The t

286、otal number of Common Sharesavailable for Awards under the 2020 LTIP as proposed by the amended and restated 2020 LTIP would equalthe sum of(1)the 1,250,000 additional Common Shares authorized for issuance by the amended andrestated 2020 LTIP,plus(2)the 36,800 Common Shares available for grant under

287、 the 2020 LTIP as of April 7,2023,plus(3)any Common Shares subject to the 3,563,319 outstanding full value awards(1,912,198restricted stock units and 1,651,121 performance share units)as of April 7,2023 that on or after April 7,2023 cease for any reason to be subject to such awards(other than by rea

288、son of exercise or settlement of theawards to the extent they are exercised for or settled in vested and nonforfeitable Common Shares).The36,800 Common Shares available for grant under the 2020 LTIP as of April 7,2023 will be reduced by anyCommon Shares subject to awards that we grant under the 2020

289、 LTIP between April 7,2023 and the AnnualMeeting.The 2020 LTIP is our only equity incentive plan.Because we believe equity compensation is a valuabletool to align the interests of our associates with the interests of our shareholders,motivate associates toachieve multi-year financial and strategic g

290、oals and create long-term shareholder value and retain talentedassociates for the long-term,we believe that the amended and restated 2020 LTIP is critically important to ourfuture success.By increasing the number of Common Shares available for issuance under the 2020 LTIP by271,250,000 Common Shares

291、,we estimate,based on historical grant practices and expected future grants,thatwe will have a sufficient number of Common Shares available for issuance under the 2020 LTIP to meetour equity-based compensation needs for approximately the next year.If our shareholders do not approvethe amended and re

292、stated 2020 LTIP,we do not expect to have enough Common Shares available for issuanceunder the 2020 LTIP to fund our normal annual equity grants in 2024.We recognize that equity awards dilute existing shareholders,and we are committed to responsiblemanagementof ourequitycompensationprogram.TheCommit

293、teeannuallyreviewsourequitycompensationprogram to ensure that we balance the goals of motivating and retaining our associates with ourshareholdersinterest in limiting dilution.In reaching our conclusion as to the appropriate number ofadditional Common Shares to seek to add to the 2020 LTIP,we review

294、ed,among other measures,our averageshare usage rate,sometimes referred to as burn rate.Burn rate measures how rapidly a company is depletingits shares reserved for equity compensation,and is commonly used by investors and proxy advisors toevaluate equity compensation plan proposals.Our burn rate ove

295、r the three years ended January 28,2023(calculated as equity-based awards granted under our equity compensation plan for the relevant year,dividedby average basic Common Shares outstanding for that year)is approximately 2.82%.The potential dilutionresulting from issuing all 1,250,000 additional Comm

296、on Shares authorized under the amended andrestated 2020 LTIP,and taking into account outstanding awards,would be 14.3%on a fully-diluted basis.The Board believes that the total number of additional Common Shares available for Awards under theamended and restated 2020 LTIP represents a reasonable amo

297、unt of potential equity dilution and provides apowerful incentive for our associates to increase the value of Big Lots for all of our shareholders.As of April 7,2023,there were 36,800 Common Shares available for grant under the 2020 LTIP and3,563,319 Common Shares underlying awards outstanding under

298、 the 2020 LTIP and the Big Lots 2017Long-Term Incentive Plan(“2017 LTIP”)(1,872,883 of which are underlying restricted stock unit awardsunder the 2020 LTIP,1,651,121 of which are underlying performance share unit awards under the 2020 LTIPand 39,315 of which are underlying restricted stock unit awar

299、ds under the 2017 LTIP).There are no otheroutstanding awards under the 2020 LTIP or any other equity compensation arrangements pursuant to whichany Common Shares were issuable as of April 7,2023.It is our current practice to grant stock-basedcompensation awards to key employees on an annual basis du

300、ring the first quarter of each year based ontargeted dollar values that are generally competitive with market and our comparator group.The Committee retained Meridian,its independent compensation consultant,to analyze the amendedand restated 2020 LTIP,including the appropriate number of Common Share

301、s to add to the 2020 LTIP.Meridian reviewed,among other things,our burn rate,our historical grant practices and the terms of the2020 LTIP.Based on its analysis,Meridian determined that proposing to increase the number of CommonShares available for issuance under the 2020 LTIP by 1,250,000 Common Sha

302、res is reasonable and expressedits support for the amended and restated 2020 LTIP.For more information concerning the outstanding awards under the 2020 LTIP and its predecessorplans and the number of Common Shares available for issuance under the 2020 LTIP,see“EquityCompensation Plan Information.”Li

303、mitation on Recycling of Shares Withheld to Satisfy Tax Withholding ObligationsThe amended and restated 2020 LTIP would provide that Common Shares withheld from an Award ofrestricted stock,restricted stock units or performance share units by a participant in the 2020 LTIP in excessof the minimum req

304、uired tax withholding obligations for such Award will no longer be available for grantunder the 2020 LTIP.The Board believes that this limitation on share usage is consistent with bestcompensation and governance practices.The material features of the amended and restated 2020 LTIP are summarized bel

305、ow.This summary isqualified in its entirety by reference to the complete text of the amended and restated 2020 LTIP,which isattached to this Proxy Statement as Appendix A.AdministrationSubject to the terms of the 2020 LTIP,the selection of participants in the 2020 LTIP,the level ofparticipation of e

306、ach participant and the terms and conditions of all Awards will be determined by the28Committee.Each member of the Committee will be an“independent director”for purposes of ourCorporate Governance Guidelines,the Committee s charter and the NYSE listing requirements;a“non-employee director”within the

307、 meaning of Rule 16b-3 under the Exchange Act;and an“outside director”ashistoricallydefinedforpurposesof Section162(m).TheCommitteeiscurrentlycomposedof fourdirectors,each of whom meets all of these criteria.Consistent with the purpose of the 2020 LTIP,the Committee willhave the discretionary author

308、ity to(1)interpret the terms and intent of the 2020 LTIP,(2)adopt rules andregulations for administering the 2020 LTIP,(3)determine eligibility for Awards and(4)make determinationsand take actions that the Committee deems necessary or advisable for administering of the 2020 LTIP.TheCommittee may del

309、egate authority to administer the 2020 LTIP as it deems appropriate,subject to the expresslimitations set forth in the 2020 LTIP.Limits on AwardsThe Board has reserved a number of Common Shares for issuance under the 2020 LTIP equal to thesum of(1)1,250,000 Common Shares,plus(2)the 36,800 Common Sha

310、res available for grant under the2020 LTIP as of April 7,2023,plus(3)any Common Shares subject to the 3,563,319 outstanding full valueawards as of April 7,2023 that on or after April 7,2023 cease for any reason to be subject to such awards(other than by reason of exercise or settlement of the awards

311、 to the extent they are exercised for or settledin vested and nonforfeitable Common Shares).Of this number,no more than 1,250,000 Common Shares maybe issued pursuant to grants of ISOs during the term of the 2020 LTIP.The maximum number of Common Shares subject to Awards granted during a single fisca

312、l year to anynon-employee director may not exceed$500,000 in total value(based on the grant date fair value of suchAwards for financial reporting purposes).All Awards(other than cash-based awards and Awards of deferred stock units related to electivedeferrals of cash compensation)must have a minimum

313、 vesting period of at least one year from the date ofgrant with no vesting prior to the first anniversary of the grant date(or 50 weeks for an Award granted to anon-employee director at the regular annual meeting of shareholders that vests at the next regular annualmeeting of shareholders);except(1)

314、in the case of the death,disability or retirement of the participant ortermination of employment of a participant in connection with a change in control,and(2)with respect to upto an aggregate of 5%of the Common Shares available for grant authorized under the Plan,which may begranted(orre-grantedupo

315、nforfeiture)inanyformpermittedunderthePlanwithoutregardtosuchminimumvesting requirements.The Common Shares available for issuance under the 2020 LTIP will be our authorized but unissuedCommon Shares and treasury shares.Subject to the terms of the 2020 LTIP,Common Shares covered by anAward will only

316、be counted as used to the extent they are actually issued.To the extent that any Awardpayable in Common Shares(1)terminates by expiration,forfeiture,cancellation,or otherwise without theissuance of such Common Shares,(2)is settled in cash in lieu of Common Shares,or(3)is exchanged with theCommittee

317、s permission prior to the issuance of Common Shares for Awards not involving CommonShares,the Common Shares covered thereby may again be made subject to Awards under the 2020 LTIP.However,Common Shares which are(a)withheld from an Award of Restricted Stock,Restricted Stock Unitsor Performance Share

318、Units in excess of the minimum required share withholding,(b)not issued ordelivered as a result of the net settlement of a stock option or stock-settled SAR,(c)withheld to satisfy taxwithholding obligations on a stock option or SAR issued under the 2020 LTIP,(d)tendered to pay theexercise price of a

319、 stock option or the grant price of a SAR under the 2020 LTIP,or(e)repurchased on theopen market with the proceeds of a stock option exercise will no longer be eligible to be again availablefor grant under the 2020 LTIP.The 2020 LTIP does not permit the repricing of Awards without the approval of sh

320、areholders or thegranting of Awards with a reload feature.Any dividend equivalents paid under an Award will be subject to performance conditions and serviceconditions,as applicable,as the Award with respect to which such dividend equivalents are to be paid.Eligibility and ParticipationAll of our and

321、 our affiliatesemployees,outside directors and consultants will be eligible to participatein the 2020 LTIP.As of April 7,2023,we and our affiliates had approximately 31,000 employees and nine29outside directors.We are unable to reasonably estimate the number of consultants who will be eligible torec

322、eive awards under the 2020 LTIP.In fiscal 2022,approximately 135 employees,10 outside directors andno consultants received equity incentive awards,although this may vary from year to year.From time to time,the Committee will determine who will be granted Awards,the number of shares subject to such g

323、rants,and all other terms of Awards.Types of AwardsStock OptionsStock options granted under the 2020 LTIP may be either NQSOs or ISOs.The exercise price of anystock option granted may not be less than the fair market value of the Company s Common Shares on thedate the stock option is granted.The sto

324、ck option exercise price is payable(1)in cash,(2)by tenderingpreviously acquired Common Shares(subject to the satisfaction of the holding period set forth in the2020 LTIP)having an aggregate fair value at the time of exercise equal to the exercise price,(3)through abroker-assisted cashless exercise,

325、or(4)by any combination of the foregoing.The Committee determines the terms of each stock option grant at the time of the grant.However,theaggregate fair market value(determined as of the date of the grant)of the Common Shares subject to ISOsthat are exercisable by any participant for the first time

326、 in any calendar year may not be greater than$100,000.The Committee specifies at the time each stock option is granted the time or times at which,andin what proportions,the stock option becomes vested and exercisable.No stock option shall be exercisablelater than the tenth anniversary of the grant d

327、ate.In general,a stock option expires upon the earlier of(1)its stated expiration date or(2)one year after the participant terminates service(except in the case ofISOs which must be exercised within three months after a termination of service,other than due to death ordisability).We have not issued

328、any stock options under the 2020 LTIP and do not currently have any stockoptions outstanding.Stock Appreciation RightsA SAR entitles the participant,upon settlement,to receive a payment based on the excess of the fairmarket value of our Common Shares on the settlement date over the grant price of th

329、e SAR,multiplied bythe number of SARs being settled.The grant price of a SAR may not be less than the fair market value of ourCommon Shares on the grant date.SARs may be payable in cash,our Common Shares or a combinationof both.The Committee determines the vesting requirements,the form of payment an

330、d/or other terms of aSAR.Vesting may be based on the continued service of the participant for specified time periods or theattainment of a specified business performance goal established by the Committee or both.No SAR shallbe exercisable later than the tenth anniversary of the grant date.In general

331、,a SAR expires upon the earlier of(1)its stated expiration date or(2)one year after the participant terminates service.We have not issued anySARs under the 2020 LTIP and do not currently have any SARs outstanding.Restricted StockA restricted stock Award represents our Common Shares that are issued s

332、ubject to restrictions ontransfer and vesting requirements as determined by the Committee.Vesting requirements may be based onthecontinuedserviceof theparticipantforspecifiedtimeperiodsand/ortheattainmentof aspecifiedbusinessperformance goal established by the Committee.Subject to the transfer restr

333、ictions and vesting requirements of the restricted stock Award,theparticipant has the same rights as our shareholders during the restriction period,including all voting anddividend rights,although the Committee may provide that dividends and restricted stock certificates will beheld in escrow during the restriction period(and forfeited or distributed depending on whether applicableperformance goal