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|Big Lots, Inc.|
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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 30, 2019.
BIG LOTS, INC.
|Meeting Type:||Annual Meeting|
|For holders as of:||April 2, 2019|
|Date: May 30, 2019||Time: 9:00 a.m. EDT|
|Location: Big Lots, Inc.|
|4900 East Dublin-Granville Road|
|Columbus, Ohio 43081|
See the reverse side of this notice to obtain proxy materials and voting instructions.
— Before You Vote —
How to Access the Proxy Materials
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS PROXY STATEMENT ANNUAL REPORT ON FORM 10-K
How to View Online:
Have the information that is printed in the box marked by the arrow ➔XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
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:
* 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 ➔XXXX XXXX XXXX XXXX (located on the following page) in the subject line.
— How To Vote —
Please Choose One of the Following Voting Methods
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 ➔XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.
|1.||ELECTION OF DIRECTORS. The Board of Directors recommends a vote FOR the election of the nominees named below:|
|01)||Jeffrey P. Berger||06)||Christopher J. McCormick|
|02)||James R. Chambers||07)||Nancy A. Reardon|
|03)||Sebastian J. DiGrande||08)||Wendy L. Schoppert|
|04)||Marla C. Gottschalk||09)||Bruce K. Thorn|
|05)||Cynthia T. Jamison|
|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 such substitute nominee(s) as recommended by Big Lots' Board of Directors.|
|2.||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.|
|3.||RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2019. 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 2019 fiscal year.|
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.
Only shareholders of record at the close of business on the record date, April 2, 2019, are entitled to notice of and to vote at the Annual Meeting and any postponement or adjournment thereof.