Former BL Stores, Inc. (BIGGQ)
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Investor Update

Jun 10, 2020

Jim Chambers
Chairman of the Board of Directors, Big Lots

Welcome to the Annual Meeting of Shareholders of Big Lots, Inc. The meeting will now come to order. My name is Jim Chambers, and I serve as the Chairman of the Board of Directors of Big Lots, Inc. We're excited to be hosting our first virtual meeting. I would like to begin the meeting by introducing the other members and director nominees of the company's board of directors that are attending the annual meeting and standing for election and re-election.

Joining us today are Andrew Clarke, the former Chief Financial Officer of C.H. Robinson, Sebastian Di Grande, the former Executive Vice President of Strategy and Chief Customer Officer of Gap, Aaron Goldstein, Partner and Portfolio Manager of Macellum Capital Management, Marla Gottschalk, the former Chief Executive Officer of The Pampered Chef, Cindy Jamison, the former Chief Financial Officer of AquaSpy, Tom Kingsbury, the former President and Chief Executive Officer of Burlington Stores, Chris McCormick, the former President and Executive Officer of L.L.Bean, Nancy Reardon, the former Senior Vice President and Chief Human Resources and Communications Officer of Campbell Soup Company, Wendy Schoppert, the former Executive Vice President and Chief Financial Officer of Sleep Number, and Bruce Thorn, the company's President and Chief Executive Officer. In addition, we also have other members of the senior management team on the call as well.

I would also like to introduce the Inspectors of Election and our Auditor. Rocky Robins, the company's Executive Vice President, General Counsel, and Corporate Secretary, Jonathan Ramsden, the company's Executive Vice President, Chief Financial and Administrative Officer, and David Eshman, a Partner with Deloitte & Touche LLP, the company's independent registered public accounting firm. The board has appointed Mr. Robins and Mr. Ramsden as Inspectors of Election for this meeting. The board has also appointed Mr. Thorn, Mr. Robins, and Mr. Ramsden as proxies for this meeting. After the formal meeting has been adjourned, we will provide time for general questions. Only validated shareholders will be able to ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to one question. Mr. Robins, as Secretary, would you please submit proper evidence that notice of this meeting was given to shareholders?

Rocky Robins
EVP, General Counsel, and Corporate Secretary, Big Lots

Mr. Chairman, the board fixed April 23rd, 2020, as the record date for determining shareholders entitled to vote at this meeting. An affidavit is with the Inspectors of Election attesting to the fact that the proxy materials containing instructions on how to attend the annual meeting, the proxy statement, and the annual report to shareholders for fiscal 2019 were mailed to shareholders of record beginning on May 1, 2020. As stated in the notice, the purposes of this meeting are as follows. First, to elect 11 directors of the company. Second, to consider and vote upon a proposal to approve the Big Lots 2020 Long-Term Incentive Plan. Third, to consider and vote upon a proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in our 2020 proxy statement pursuant to Item 402 of Regulation S-K.

Fourth, to consider and vote upon a proposal to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for fiscal year 2020. Fifth, to transact such other business as may properly come before this meeting.

Jim Chambers
Chairman of the Board of Directors, Big Lots

Mr. Secretary, is the list of the shareholders of record as of the record date available?

Rocky Robins
EVP, General Counsel, and Corporate Secretary, Big Lots

Yes, Mr. Chairman. The list is here and available for inspection, examination on the web portal.

Jim Chambers
Chairman of the Board of Directors, Big Lots

The Inspectors of Election have certified that a quorum is present, so the meeting may proceed. Will the Secretary please report on the number of shares represented by proxy?

Rocky Robins
EVP, General Counsel, and Corporate Secretary, Big Lots

Mr. Chairman, the report from the tabulators, as reviewed by the duly appointed Inspectors of Election for this meeting, states that 34,349,180 common shares, representing approximately 88% of the 39,228,802 common shares outstanding and entitled to vote as of the record date, are represented at this meeting by virtue of valid proxies on file before the meeting began.

Jim Chambers
Chairman of the Board of Directors, Big Lots

We now turn to the items of business on the agenda, which were described in detail in the proxy statement furnished to shareholders. Please note that we will give shareholders an opportunity to comment on the proposals themselves after all proposals have been presented. I now declare the polls open. They will remain open until all items of business have been presented and discussed. The first item of business is the election of directors of the company. The board has nominated the 11 persons identified in Proposal 1 of the company's 2020 proxy statement to be elected as directors at this meeting. Mr. Secretary, please place before the meeting the board's nominations for directors of the company.

Rocky Robins
EVP, General Counsel, and Corporate Secretary, Big Lots

The board's nominees for director to serve until our 2021 annual meeting of shareholders and until their successors are duly elected and qualified, or until their earlier death, resignation, or removal, are listed in the proxy statement provided to shareholders. Biographies of the nominees were also included in the proxy statement. The board's slate of directors is now formally placed before this meeting.

Jim Chambers
Chairman of the Board of Directors, Big Lots

The second item of business is the approval of the Big Lots 2020 Long-Term Incentive Plan. Will the Secretary please place before the meeting the request for shareholder approval?

Rocky Robins
EVP, General Counsel, and Corporate Secretary, Big Lots

Based on the recommendation of the Compensation Committee, the board unanimously adopted, subject to shareholder approval, the Big Lots 2020 Long-Term Incentive Plan. The board requests that shareholders approve the Big Lots 2020 Long-Term Incentive Plan as disclosed in the company's 2020 proxy statement. This proposal is now formally submitted for shareholder approval.

Jim Chambers
Chairman of the Board of Directors, Big Lots

The third item of business is the approval on an advisory basis of the compensation of our named executive officers. Will the Secretary please place before the meeting the request for shareholder approval?

Rocky Robins
EVP, General Counsel, and Corporate Secretary, Big Lots

The board requests that shareholders approve, on an an advisory basis, the compensation of our named executive officers as disclosed in the company's 2020 proxy statement pursuant to Item 402 of Regulation S-K. This proposal is now formally submitted for shareholder approval.

Jim Chambers
Chairman of the Board of Directors, Big Lots

The fourth item of business is the ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for fiscal year 2020. Will the secretary please place before the meeting the request for shareholder approval?

Rocky Robins
EVP, General Counsel, and Corporate Secretary, Big Lots

Based on the recommendation of the Audit Committee, the board appointed Deloitte & Touche LLP as the company's independent registered public accounting firm for fiscal year 2020. The board requests that shareholders ratify the appointment of Deloitte & Touche LLP. This proposal is now formally submitted for shareholder approval.

Jim Chambers
Chairman of the Board of Directors, Big Lots

We will now vote on these four items of business. If you have already voted by proxy, you do not need to vote at this meeting unless you wish to revoke that proxy and change your vote on these items. If you wish to revoke that proxy and change your vote on these items, you may do so by clicking on the voting button on the web portal and following the instructions there. I'll now pause briefly for voting. Now that everyone has had the opportunity to vote, I declare the polls are now closed for these four items of business. Moreover, because the company did not receive notice of any other business to be brought before the meeting, the polls are now closed for all matters. The Inspectors of Election have filed certifications of the preliminary results of tabulation. Will the secretary read those preliminary results?

Rocky Robins
EVP, General Counsel, and Corporate Secretary, Big Lots

Mr. Chairman and shareholders, the preliminary results, based on the voting of shares represented by valid proxies on file and tabulated before the meeting began, show that, one, the board's 2020 slate of director nominees has been approved with overwhelming support by our shareholders. Two, the board's request for approval of the Big Lots 2020 Long-Term Incentive Plan has been approved with overwhelming support by our shareholders. Three, the board's request for approval on an advisory basis of the compensation of our named executive officers has been approved overwhelmingly, with 98.5% of the votes cast in favor. Fourth, the board's request for ratification of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2020 has been approved with overwhelming support by our shareholders.

Jim Chambers
Chairman of the Board of Directors, Big Lots

Thank you, Mr. Secretary. May I have a motion to adjourn?

Rocky Robins
EVP, General Counsel, and Corporate Secretary, Big Lots

I make the motion. Once the meeting has been adjourned, we're happy to remain on the line and answer a few questions.

Jim Chambers
Chairman of the Board of Directors, Big Lots

All in favor say aye.

Speaker 5

Aye.

Nancy Reardon
Chair of Compensation Committee, Big Lots

Aye.

Rocky Robins
EVP, General Counsel, and Corporate Secretary, Big Lots

Aye.

Jim Chambers
Chairman of the Board of Directors, Big Lots

Thank you, ordered.

Speaker 5

Mr. Chairman, we have a question from the Carpenters Union Pension Funds that have a combined ownership position of more than 70,000 shares. As a long-term shareholder, we appreciate the efforts of the company to prioritize employee and customer safety and health during store operations during the COVID-19 pandemic. Under the 2020 Long-Term Incentive Plan being voted upon at today's meeting, a minimum vesting period of at least one year is required for each form of equity grant. While this is simply a minimum, could you or the chair of the Compensation Committee speak to the board's thinking on the appropriate length of vesting schedules utilized with equity awards, given that this is long-term compensation?

Jim Chambers
Chairman of the Board of Directors, Big Lots

Yeah. Thank you for your interest in our company, and thank you for your question. I'm going to ask Nancy Reardon, the Chair of our Compensation Committee, to respond to your question. Nancy?

Nancy Reardon
Chair of Compensation Committee, Big Lots

Well, first, I want to thank our shareholders for their overwhelming support of our incentive plans. I believe this year we received the highest approval of 98.5% on top of prior years of support. That came following very strong reviews of our plans by both ISS and Glass Lewis for our good governance practices. As you may know, each year we review our incentive plans with our independent executive compensation consultant. We look at the practices of peer companies, and we look at good governance guidelines. The minimum vesting of one year that you noted on our long-term plan is just that. It is a minimum. Our plan provides for vesting, which ranges from a minimum of one to up to three years.

This is something that we review every year as we will again next year, and we believe it's balanced and consistent with other companies' practices. Thank you.

Speaker 5

Mr. Chairman.

Jim Chambers
Chairman of the Board of Directors, Big Lots

Are there any other-

Speaker 5

We have no additional questions at this time.

Jim Chambers
Chairman of the Board of Directors, Big Lots

All right. Thank you very much, and appreciate everybody's help and again, interest in our company, and we'll now end our call. Thank you.

Operator

That concludes the Annual Meeting of Shareholders for Big Lots, Inc. Additional information about Big Lots can be found on the company's website at https://www.biglots.com. Thank you, and have a good day.