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): January 27, 2005

BIG LOTS, INC.

(Exact name of registrant as specified in its charter)

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

300 Phillipi Road, Columbus, Ohio 43228
(Address of principal executive office) (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))

Item 1.01      Entry into a Material Definitive Agreement.

On January 27, 2005, the Board of Directors (the “Board”) of Big Lots, Inc. (the “Company”) approved a new compensation package for the Company’s directors. Beginning on January 30, 2005, director compensation shall consist of: an annual retainer of $36,000 for each director; an annual retainer of $4,000 for the chair of the Audit Committee; an annual retainer of $2,000 for the chair of each of the Board’s other committees; $1,500 for each Board meeting attended in person; $1,000 for each committee meeting attended in person; $500 for each Board or committee meeting attended telephonically; an annual allowance of $10,000 that may be donated by the Company in the director’s name to a charity of the director’s choosing; and an annual option to acquire 10,000 of the Company’s common shares under the Big Lots, Inc. Amended and Restated Director Stock Option Plan. A tabular presentation comparing the former director compensation package and the new director compensation package is furnished herewith as Exhibit 10.

Item 1.02      Termination of a Material Definitive Agreement.

The new director compensation package described in response to Item 1.01 above replaced the former director compensation package described in the Company’s proxy statement dated April 8, 2004. A tabular presentation comparing the former director compensation package and the new director compensation package is furnished herewith as Exhibit 10.

Item 5.02      Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On January 27, 2005, the Board elected James R. Tener to fill the vacant Board position effective January 30, 2005.

Item 7.01      Regulation FD Disclosure.

On January 28, 2005, the Company issued a press release announcing Mr. Tener’s election to the Board. A copy of the press release is furnished herewith as Exhibit 99.

Item 9.01      Financial Statements and Exhibits.

    (c)    Exhibits

Exhibit No.	Description
10	Tabular presentation comparing the former director compensation package and the new director compensation package.
99	Big Lots, Inc. press release dated January 28, 2005.

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.
Dated: February 1, 2005	By:	/s/ Charles W. Haubiel II
		Charles W. Haubiel II
		Senior Vice President, General Counsel
		and Corporate Secretary

EX-10

EXHIBIT 10

Big Lots, Inc. Director Compensation Package
January 2005

	Former Package		New Package1
Annual Retainer	$	30,000	$	36,000
Annual Committee Chair Retainer – Audit Committee	$	0	$	4,000
Annual Committee Chair Retainer – Other Committees	$	0	$	2,000
Board Meeting Fee	$	1,000	$	1,500
Committee Meeting Fee	$	1,000	$	1,000
Telephonic Meeting Fee – All Types	$	500	$	500
Annual Charitable Donation Allowance	$	0	$	10,000
BLI Common Shares Underlying Annual Option Grant2		10,000		10,000

1	The new director compensation package becomes effective on January 30, 2005.
2	Options are granted pursuant to the Big Lots, Inc. Amended and Restated Director Stock Option Plan.

EX-99

Exhibit 99

FOR IMMEDIATE RELEASE

Contact:
Keri Lucas
Director of Public Relations
614.278.7023

Big Lots, Inc. Appoints James Tener to Board of Directors

January 28, 2005 (Columbus, OH) — Today Big Lots, the nation’s largest broadline closeout retailer, announced the appointment of James R. Tener, to the company’s board of directors as a new independent member. Mr. Tener’s appointment fills a board vacancy previously held by Albert J. Bell.

Tener (55) is currently the president and chief operating officer of Brook Mays Music Group, the nation’s largest full-line music retailer with a national and international client base. “We are extremely pleased and fortunate to welcome Jim to our board,” stated Michael Potter, chairman and CEO of Big Lots. “As a well-respected industry veteran, Jim brings broad operational expertise that will complement the already strong mix of skill and talent represented on our board.”

Previous to his current position, Tener had an extensive career as a senior level retailing executive including chief operating officer of The Sports Authority; executive vice president, store operations of OfficeMax, Inc.; president and chief operating officer of Busybody, Inc., and senior vice president of operations of Pier 1 Imports. Earlier in his career, Mr. Tener held executive operations positions with both Marshall’s and Federated.

Mr. Tener also serves on the board of directors of Edwin Watts Golf and currently resides in Texas with his wife.

###

Big Lots, Inc. (www.biglots.com) is the nation’s largest broadline closeout retailer with annual revenues exceeding $4 billion. Headquartered in Columbus, Ohio, Big Lots operates more than 1,500 retail stores serving 46 states. Five regional closeout distribution centers ranging in size from 1 million to 3 million square feet and two furniture distribution centers provide the company’s stores with brand-name products from more than 3,000 manufacturers. Big Lots offers merchandise on average at 20 to 40 percent below most discount retailers and up to 70 percent below conventional retailers. Founded in 1967, the company employs more than 45,000 associates across the U.S. By creating excitement with brand-name closeouts and bargains through a unique shopping experience, Big Lots meets the needs of customers by providing an assortment of merchandise including consumables, seasonal products, furniture and home, housewares, toys, and gifts. Big Lots, a Fortune 500 company, is traded on the New York Stock Exchange under the symbol BLI.