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): May 29, 2024
BIG LOTS, INC.
(Exact name of registrant as specified in its charter)
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| Ohio | 001-08897 | 06-1119097 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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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:
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| 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 29, 2024 following the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) of Big Lots, Inc. (the “Company”), Sandra Y. Campos, who was recently appointed Chief Executive Officer and President of PetMed Express, Inc. (NASDAQ: PETS), notified the Company of her decision to resign from the board of directors of the Company (the “Board”) effective immediately. Ms. Campos did not resign from the Board because of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At our 2024 Annual Meeting, our shareholders voted on the following proposals, with 7,159,512 broker non-votes for Proposals One and Two and the remaining votes cast as follows:
•Proposal One. To elect nine directors to our Board of Directors:
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| Director | For | Against |
| Sandra Y. Campos | 12,391,747 | 940,435 |
| James R. Chambers | 12,462,553 | 869,629 |
| Sebastian J. DiGrande | 12,466,123 | 866,059 |
| Cynthia T. Jamison | 12,382,402 | 949,780 |
| Christopher J. McCormick | 12,547,124 | 785,058 |
| Kimberley A. Newton | 12,457,293 | 874,889 |
| Wendy L. Schoppert | 12,464,086 | 868,096 |
| Maureen B. Short | 12,549,610 | 782,572 |
| Bruce K. Thorn | 12,485,166 | 847,016 |
•Proposal Two. To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in our 2024 Proxy Statement:
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| For | 9,823,817 | |
| Against | 3,388,913 | |
| Abstain | 119,452 | |
•Proposal Three. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2024:
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| For | 18,955,068 | |
| Against | 1,358,977 | |
| Abstain | 177,649 | |
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.
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| | BIG LOTS, INC. |
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| Date: June 3, 2024 | By: | /s/ Ronald A. Robins, Jr. |
| | | Ronald A. Robins, Jr. |
| | | Executive Vice President, Chief Legal and Governance Officer, General Counsel and Corporate Secretary |
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