Additional Proxy Soliciting Materials (definitive) (defa14a)
April 11 2017 - 4:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
(Amendment No. )
Filed by the
Registrant ☒ Filed by a Party other than the
Registrant ☐
Check the appropriate box:
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☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under Rule 14a-12
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BIG LOTS, INC.
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Name of the Registrant as Specified In Its Charter
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Payment of Filing Fee (Check the appropriate box):
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☒
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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1.
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Title of each class of securities to which transaction applies:
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2.
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Aggregate number of securities to which transaction applies:
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3.
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule
0-11
(Set forth the amount on which the filing fee is calculated and state how it was determined):
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4.
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Proposed maximum aggregate value of transaction:
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5.
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Total fee paid:
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☐
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2)
and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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1.
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Amount Previously Paid:
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2.
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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*** Exercise Your
Right
to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 25, 2017.
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BIG LOTS, INC.
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Meeting Information
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Meeting Type:
Annual Meeting
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For holders as of:
March 27, 2017
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Date:
May 25, 2017
Time:
9:00 a.m. EDT
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Location:
Big Lots, Inc.
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300 Phillipi Road
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Columbus, Ohio 43228
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ATTN: GENERAL COUNSEL
300 PHILLIPI ROAD
COLUMBUS, OH
43228
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Directions to the Annual Meeting are available in the Investor Relations section of our website located at: www.biglots.com.
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You are receiving this communication because you hold
shares in the company named above.
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This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the
more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at
www.proxyvote.com
or easily request a paper copy (see reverse side).
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We encourage you to access and review all of the important information contained in the proxy materials before voting.
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See the reverse side of
this notice to obtain proxy materials and voting instructions.
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Before You Vote
How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE:
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS PROXY
STATEMENT ANNUAL REPORT ON
FORM 10-K
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How to View Online:
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Have the information that is printed in the box marked by the
arrow
(located on the following page) and visit:
www.proxyvote.com.
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How to Request and Receive a PAPER or
E-MAIL
Copy:
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If you want to receive a paper or
e-mail
copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
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1)
BY INTERNET
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www.proxyvote.com
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2)
BY TELEPHONE
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1-800-579-1639
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3)
BY
E-MAIL*
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sendmaterial@proxyvote.com
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* If requesting materials by
e-mail,
please send a blank
e-mail
with the information that is printed in the box marked by the arrow
(located on the following page) in the subject line.
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Requests, instructions and other inquiries sent to this
e-mail
address will NOT be forwarded to your investment
advisor. Please make the request as instructed above on or before May 11, 2017 to facilitate timely delivery.
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How To Vote
Please Choose One of the Following Voting Methods
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Vote In Person:
Please check the proxy materials for any requirements for Annual Meeting attendance. At the
Annual Meeting, you will need
to request a ballot to vote these shares.
Vote By Internet:
To vote now by Internet, go to
www.proxyvote.com.
Have the information that is printed in the box marked by the arrow
(located on the following page) available and follow the instructions.
Vote By Mail:
You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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Notice is hereby given that the 2017 Annual Meeting of Shareholders of Big Lots, Inc. will be held at our corporate
offices located at 300 Phillipi Road, Columbus, Ohio, on May 25, 2017, beginning at 9:00 a.m. EDT, for the following purposes:
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1.
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ELECTION OF DIRECTORS.
The Board of Directors
recommends a vote
FOR
the election of the nominees
named below:
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01)
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Jeffrey P. Berger
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06)
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Philip E. Mallott
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02)
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David J. Campisi
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07)
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Nancy A. Reardon
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03)
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James R. Chambers
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08)
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Wendy L. Schoppert
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04)
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Marla C. Gottschalk
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09)
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Russell E. Solt
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05)
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Cynthia T. Jamison
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If any nominee named for election as a director is unable to serve or for good cause will not serve, common shares
represented by proxies will be voted for
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such substitute nominee(s) as recommended by Big Lots Board of Directors.
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2.
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APPROVAL OF THE BIG LOTS 2017 LONG-TERM INCENTIVE PLAN.
The Board of Directors recommends a vote
FOR
the
approval of the Big Lots 2017 Long-Term Incentive Plan.
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APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
The Board of Directors
recommends a vote
FOR
the approval of the compensation of Big Lots named executive officers, as disclosed in the Proxy Statement pursuant to Item 402 of Regulation
S-K,
including the Compensation
Discussion and Analysis, compensation tables and narrative discussion accompanying the tables.
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4.
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VOTE, ON AN ADVISORY BASIS, ON THE FREQUENCY OF THE SAY ON PAY VOTE.
The Board of Directors recommends that you
vote for holding an advisory vote on the compensation of Big Lots named executive officers every
1 YEAR
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5.
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RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL 2017.
The Board of Directors recommends a vote
FOR
the ratification of the appointment of Deloitte & Touche LLP as Big Lots independent registered public accounting firm for the 2017 fiscal year.
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If any other matter properly comes before the Annual Meeting, common shares represented by proxies will be voted in
accordance with the recommendation of the Board of Directors on such matter.
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Only shareholders of record at the close of business on the record date, March 27, 2017, are entitled to notice of
and to vote at the Annual Meeting and any postponement or adjournment thereof.
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