Document
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 10, 2020


BIG LOTS, INC.
(Exact name of registrant as specified in its charter)

 
 
 
Ohio
001-08897
06-1119097
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
 
 

4900 E. Dublin-Granville Road, Columbus, Ohio 43081
(Address of principal executive offices) (Zip Code)

(614) 278-6800
(Registrant's telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common shares
BIG
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company     ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 





Item 5.07    Submission of Matters to a Vote of Security Holders.

At our Annual Meeting of Shareholders held on June 10, 2020 (“Annual Meeting”), our shareholders voted on the following proposals, with 4,161,406 broker non-votes for Proposal One, Proposal Two and Proposal Three and the remaining votes cast as follows:

•
Proposal One. To elect eleven directors to our Board of Directors:
Director
 
For
 
Withheld
James R. Chambers
 
30,006,997
 
199,015
Andrew C. Clarke
 
30,025,107
 
180,905
Sebastian J. DiGrande
 
29,635,017
 
570,995
Aaron Goldstein
 
30,017,980
 
188,032
Marla C. Gottschalk
 
29,912,763
 
293,249
Cynthia T. Jamison
 
28,039,543
 
2,166,469
Thomas A. Kingsbury
 
30,013,709
 
192,303
Christopher J. McCormick
 
29,833,687
 
372,325
Nancy A. Reardon
 
29,537,495
 
668,517
Wendy L. Schoppert
 
29,640,666
 
565,346
Bruce K. Thorn
 
29,924,683
 
281,329

•
Proposal Two. To approve the Big Lots 2020 Long-Term Incentive Plan:
For
29,141,477

Against
1,002,718

Abstain
61,817


•
Proposal Three. To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in our 2020 Proxy Statement:
For
29,687,355

Against
438,881

Abstain
79,796


•
Proposal Four. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2020:
For
33,292,352

Against
1,016,979

Abstain
58,087


No other matters were submitted to a vote of our shareholders at the Annual Meeting.






Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
BIG LOTS, INC.
 
 
 
 
Date: June 12, 2020
By:
/s/ Ronald A. Robins, Jr.
 
 
 
Ronald A. Robins, Jr.
 
 
 
Executive Vice President, General Counsel
and Corporate Secretary
 
 
 
 
 


 v3.20.1
Cover Document
Jun. 10, 2020
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Jun. 10, 2020
Entity Registrant Name BIG LOTS, INC.
Entity Incorporation, State or Country Code OH
Entity File Number 001-08897
Entity Tax Identification Number 06-1119097
Entity Address, Address Line One 4900 E. Dublin-Granville Road
Entity Address, City or Town Columbus
Entity Address, State or Province OH
Entity Address, Postal Zip Code 43081
City Area Code 614
Local Phone Number 278-6800
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common shares
Trading Symbol BIG
Security Exchange Name NYSE
Entity Central Index Key 0000768835
Amendment Flag false