COLUMBUS, Ohio, Aug. 26, 2013 /PRNewswire/ -- Big Lots, Inc. (NYSE: BIG) today announced that its Board of Directors has retained director Russell Solt based on its determination that his continued service on the Board is in the best interests of the Company and its shareholders. Mr. Solt will also continue to serve as Chairman of the Compensation Committee, which is composed entirely of independent non-executive directors. Consistent with the terms of the Company's other directors, Mr. Solt's term will continue until the Company's 2014 Annual Meeting of Shareholders.
At the Company's May 2013 Annual Meeting of Shareholders, Mr. Solt received less than a majority of the shareholder vote in support of reelection. As a result, Mr. Solt offered to resign from the Board in accordance with the Company's Corporate Governance Guidelines. After carefully considering the recommendation of the Nominating / Corporate Governance Committee and other relevant factors, the Board determined not to accept Mr. Solt's resignation. Mr. Solt did not participate in the Board or the Nominating / Corporate Governance Committee's evaluation.
"The Board of Directors respects the views of our shareholders and, over the past year, the Compensation Committee and Board have listened and taken significant steps to address concerns raised by our shareholders related to executive compensation practices, including reducing the overall CEO compensation package and more closely aligning compensation with shareholder returns," said Philip E. Mallott, Chairman of the Board. "As Chairman of the Compensation Committee, Russell led these efforts and, together with other Committee members and independent advisors, is currently evaluating further improvements to our executive compensation program. We believe that shareholders are best served by Russell's continued involvement in this process. In addition, Russell's financial expertise, knowledge of our business, and extensive experience in the retail industry make him a significant contributor to the overall work of our Board of Directors."In making its determination, the Board considered a number of factors that make Mr. Solt well suited to continue serving on the Board, including:
- his experience as the CFO of other publicly traded retailers;
- his background in investor relations;
- his experience as a certified public accountant;
- his qualification as an audit committee financial expert;
- the Board's belief that Mr. Solt's departure at this time would be disruptive to its efforts to develop a long-range business plan with the new CEO; and
- his knowledge of compensation best practices and peer group policies make him ideally suited to continue leading changes to further improve the Company's executive compensation program.
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