8-K

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): April 16, 2018

BIG LOTS, INC.

(Exact name of registrant as specified in its charter)

Ohio	1-8897	06-1119097
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

300 Phillipi Road, Columbus, Ohio 43228

(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:

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

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

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

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

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

Emerging growth companyo

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. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 17, 2018, Big Lots, Inc. (“we,” “us,” “our” or “Company”) announced the retirement of David J. Campisi as President, Chief Executive Officer and as a member of the Board of Directors of the Company (“Board”), effective as of April 16, 2018. Mr. Campisi, who had been on a temporary medical leave of absence since December 2017, as previously disclosed, has decided to retire in order to focus fully on his health. Mr. Campisi intends to pursue additional community-based activities during his retirement.

In connection with his retirement, Mr. Campisi entered into a separation agreement (“Separation Agreement”) with the Company on April 16, 2018. The following description of the terms and conditions of the Separation Agreement is qualified in its entirety by reference to the Separation Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending May 5, 2018. In recognition of Mr. Campisi’s service to the Company and in consideration of his execution of a general release of claims, Mr. Campisi will receive the severance payments and benefits provided for in his existing employment agreement as if his employment were terminated by the Company for no reason, as well as (i) the accelerated vesting of 23,358 of his unvested time-vesting restricted stock units (“RSUs”), representing 50% incremental vesting of his unvested RSUs; (ii) the accelerated vesting of 72,514 of his unvested performance stock units (“PSUs”), representing 50% incremental vesting of his unvested target PSUs, which will continue to be subject to actual performance to be earned; and (iii) reimbursement of his reasonable attorneys’ fees incurred in connection with the termination of employment. Mr. Campisi will remain subject to the restrictive covenants contained in his employment agreement, including covenants with respect to confidentiality, non-competition, non-interference and non-disparagement.

Lisa M. Bachmann, Executive Vice President, Chief Merchandising & Operating Officer, and Timothy A. Johnson, Executive Vice President, Chief Administrative and Chief Financial Officer, will continue to work closely with the Company’s Executive Leadership Team and Board to carry out Mr. Campisi’s executive responsibilities as the Board engages in a formal search process to identify a permanent successor Chief Executive Officer.

Attached as Exhibit 99.1 to this Form 8-K is a copy of the Company’s April 17, 2018 press release with respect to the foregoing.

Item 9.01Financial Statements and Exhibits.

(d)	Exhibits
	Exhibits marked with an asterisk (*) are furnished herewith.
	Exhibit No.	Description
	99.1*	Big Lots, Inc. press release on Mr. Campisi’s retirement dated April 17, 2018.

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: April 17, 2018	By:	/s/ Ronald A. Robins, Jr.
		Ronald A Robins, Jr.
		Senior Vice President, General Counsel
		and Corporate Secretary

EX-99.1

Exhibit 99.1

PRESS RELEASE
FOR IMMEDIATE RELEASE	Contact: Andrew D. Regrut
	Vice President, Investor Relations
	(614) 278-6622

BIG LOTS ANNOUNCES RETIREMENT OF DAVID CAMPISI, PRESIDENT AND CEO

LISA BACHMANN AND TIM JOHNSON TO CONTINUE EXECUTIVE RESPONSIBILITIES

BOARD CONDUCTING SEARCH TO IDENTIFY PERMANENT SUCCESSOR

Columbus, Ohio - April 17, 2018 - Big Lots, Inc. (NYSE: BIG) announced today the retirement of David Campisi as President, CEO and as a member of the Board of Directors. Mr. Campisi, who had been on a leave of absence for medical reasons since December 2017, has decided to retire in order to focus fully on his health.

Lisa M. Bachmann, Executive Vice President, Chief Merchandising & Operating Officer, and Timothy A. Johnson, Executive Vice President, Chief Administrative Officer and Chief Financial Officer, will continue to work closely with the Company’s Executive Leadership Team (“ELT”) and Board of Directors to carry out Mr. Campisi’s executive responsibilities. The Big Lots Board has initiated a formal search process to identify a permanent successor CEO and is in the process of retaining an executive search firm to assist the Board in identifying and reviewing both internal and external candidates.

“On behalf of the Board, I want to thank David for his years of dedicated service to Big Lots,” said Jim Chambers, non-executive chair of the Board. “David has provided strong leadership during an important period in the Company’s history, and one of his lasting legacies will be the talented team that he developed at Big Lots. We sincerely appreciate David’s many contributions to Big Lots and wish him a long and healthy retirement."

Added Mr. Campisi, “After considerable thought, I have decided that the best course of action - for both me personally and Big Lots as an organization - is for me to retire and focus fully on my health. I also plan to pursue additional community-based activities during my retirement. Lisa and T.J. have done an excellent job executing my responsibilities, and will continue to do so while the Board searches for my successor. I have the upmost confidence in them, along with the rest of the ELT, in continuing to successfully guide Big Lots forward.”

	Investor Relations Department
	300 Phillipi Road
	Columbus, Ohio 43228-5311
	Phone: (614) 278-6622 Fax: (614) 278-6666
	Email: aschmidt@biglots.com

About Big Lots, Inc.

Headquartered in Columbus, Ohio, Big Lots, Inc. (NYSE: BIG) is a community retailer operating 1,416 BIG LOTS stores in 47 states, dedicated to friendly service, trustworthy value, and affordable solutions in every season and category - furniture, food, décor, and more. We exist to serve everyone like family, providing a better shopping experience for our customers, valuing and developing our associates, and creating growth for our shareholders. Big Lots supports the communities it serves through the Big Lots Foundation, a charitable organization focused on four areas of need: hunger, housing, healthcare, and education. For more information about the Company, visit www.biglots.com.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements in this release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and such statements are intended to qualify for the protection of the safe harbor provided by the Act. The words "anticipate," "estimate," "expect," "objective," "goal," "project," "intend," "plan," "believe," "will," "should," "may," "target," "forecast," "guidance," "outlook" and similar expressions generally identify forward-looking statements. Similarly, descriptions of our objectives, strategies, plans, goals or targets are also forward-looking statements. Forward-looking statements relate to the expectations of management as to future occurrences and trends, including statements expressing optimism or pessimism about future operating results or events and projected sales, earnings, capital expenditures and business strategy. Forward-looking statements are based upon a number of assumptions concerning future conditions that may ultimately prove to be inaccurate. Forward-looking statements are and will be based upon management's then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. Although we believe the expectations expressed in forward-looking statements are based on reasonable assumptions within the bounds of our knowledge, forward-looking statements, by their nature, involve risks, uncertainties and other factors, any one or a combination of which could materially affect our business, financial condition, results of operations or liquidity.

Forward-looking statements that we make herein and in other reports and releases are not guarantees of future performance and actual results may differ materially from those discussed in such forward-looking statements as a result of various factors, including, but not limited to, current economic and credit conditions, the cost of goods, our inability to successfully execute strategic initiatives, competitive pressures, economic pressures on our customers and us, the availability of brand name closeout merchandise, trade restrictions, freight costs, the risks discussed in the Risk Factors section of our most recent Annual Report on Form 10-K, and other factors discussed from time to time in our other filings with the SEC, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. This release should be read in conjunction with such filings, and you should consider all of these risks, uncertainties and other factors carefully in evaluating forward-looking statements.

You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our public announcements and SEC filings.

	Investor Relations Department
	300 Phillipi Road
	Columbus, Ohio 43228-5311
	Phone: (614) 278-6622 Fax: (614) 278-6666
	Email: aschmidt@biglots.com