0001140361-11-022717.txt : 20110420 0001140361-11-022717.hdr.sgml : 20110420 20110420161522 ACCESSION NUMBER: 0001140361-11-022717 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110415 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110420 DATE AS OF CHANGE: 20110420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIG LOTS INC CENTRAL INDEX KEY: 0000768835 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 061119097 STATE OF INCORPORATION: OH FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08897 FILM NUMBER: 11770780 BUSINESS ADDRESS: STREET 1: 300 PHILLIPI ROAD STREET 2: P.O.BOX 28512 CITY: COLUMBUS STATE: OH ZIP: 43228-0512 BUSINESS PHONE: 614-278-6800 MAIL ADDRESS: STREET 1: 300 PHILLIPI ROAD STREET 2: P.O.BOX 28512 CITY: COLUMBUS STATE: OH ZIP: 43228-0512 8-K 1 form8k.htm BIG LOTS, INC 8-K 4-15-2011 form8k.htm


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 15, 2011

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:

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

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


 
 

 

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

(b)               Effective April 18, 2011, John C. Martin, a named executive officer of Big Lots, Inc. (“we,” “us” or “our”), moved from the role of Executive Vice President, Merchandising to the role of Executive Vice President, Administration. With this change, Mr. Martin assumed responsibility for Store Operations and Human Resources, and he relinquished responsibility for Merchandising and Global Sourcing.

(c)               Also effective April 18, 2011, Douglas N. Wurl joined us as Executive Vice President, Merchandising. With his hiring, Mr. Wurl will be responsible for Merchandising, Global Sourcing, Big Lots Capital and Wholesale. Mr. Wurl, 49, previously served Sears Holding Corporation, a retailer, as its Vice President, General Merchandise Manager, Business Unit President, SHC Home Division. Prior to his time at Sears, Mr. Wurl served Shopko Stores Operating Co., LLC, a retailer, as its Senior Vice President, General Merchandise Manager. On April 18, 2011, we entered into a Senior Executive Severance Agreement with Mr. Wurl and he received: (i) a non-qualified stock option to acquire 35,000 common shares that vests equally over four years and expires seven years after the grant date; and (i) 25,000 restricted common shares that vest if we achieve certain financial performance objectives. Mr. Wurl’s stock option and restricted stock awards were each made pursuant to the terms of the Big Lots 2005 Long-Term Incentive Plan. Additionally, the stock option award is subject to a Big Lots 2005 Long-Term Incentive Plan Non-Qualified Stock Option Award Agreement, and the restricted stock award is subject to a Big Lots 2005 Long-Term Incentive Plan Restricted Stock Award Agreement. This summary is qualified by reference to Exhibits 10.1, 10.2, 10.3 and 10.4 to this Form 8-K.

Attached as Exhibit 99.1 to this Form 8-K is a copy of our April 15, 2011 press release announcing these organizational changes.

Item 9.01
Financial Statements and Exhibits.

 
(d)
Exhibits

Exhibits marked with an asterisk (*) are filed herewith.

 
Exhibit No.
Description

 
10.1
Form of Senior Executive Severance Agreement (incorporated herein by reference to Exhibit 10.14 to our Form 10-Q for the quarter ended November 1, 2008).

 
10.2
Big Lots 2005 Long-Term Incentive Plan, as amended and restated effective May 27, 2010 (incorporated herein by reference to Exhibit 4.4 to our Form S-8 dated March 3, 2011).

 
10.3
Form of Big Lots 2005 Long-Term Incentive Plan Non-Qualified Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.3 to our Form 8-K dated March 4, 2009).

 
10.4
Form of Big Lots 2005 Long-Term Incentive Plan Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.4 to our Form 8-K dated March 4, 2009).

 
Big Lots, Inc. press release dated April 15, 2011.

 
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 20, 2011
By:
/s/ Charles W. Haubiel II
 
   
Charles W. Haubiel II
 
   
Executive Vice President, Legal and Real Estate,
 
   
General Counsel and Corporate Secretary
 
 
 

EX-99.1 2 ex99_1.htm EXHIBIT 99.1 ex99_1.htm

Exhibit 99.1
 
PRESS RELEASE

FOR IMMEDIATE RELEASE
Contact: Timothy A. Johnson
 
Vice President, Strategic
 
Planning and Investor Relations
 
614-278-6622

BIG LOTS ANNOUNCES ORGANIZATIONAL CHANGES TO SUPPORT FUTURE GROWTH

Columbus, Ohio – April 15, 2011 – Big Lots, Inc. (NYSE: BIG) America’s largest broadline closeout value retailer, announced certain organizational changes and named a new Executive Vice President of Merchandising.

John Martin has been named Executive Vice President, Administration and will assume responsibility for Store Operations and Human Resources. Mr. Martin has successfully led our Merchandising and Global Sourcing teams for the past eight years, and with his track record of performance and his prior operational experience at other discount and department store retailers, we believe John is uniquely qualified for his new role.

Commenting on John’s appointment, Steve Fishman, Chairman, CEO and President stated, “John brings seasoned leadership to two critical areas of our business. As we continue to focus on new store growth, developing our store operations talent and strengthening our bench will be key to driving our future success. We wanted a leader who could combine the synergies of HR and Store Ops and allow us to focus on attracting, developing and retaining top talent.” While Mr. Martin will continue to report directly to Mr. Fishman, Chris Chapin, Senior Vice President, Store Operations, Jo Roney, Vice President, Human Resources Services and Mike Schlonsky, Vice President, Associate Relations and Benefits, will report to Mr. Martin effective immediately.

Doug Wurl will be joining our company as Executive Vice President, Merchandising. Mr. Wurl will report directly to Mr. Fishman and will be responsible for our merchandising organization and for furthering the scope and breadth of our global sourcing efforts. Bob Segal, Senior Vice President, General Merchandise Manager, Steven Smart, Senior Vice President, General Merchandise Manager, Norm Rankin, Senior Vice President, Big Lots Capital and Wholesale, and Charles Ellis, Vice President, Global Sourcing, will report directly to Mr. Wurl.

“We are extremely proud of our accomplishments within the merchandising arena and the profitable growth and shareholder value that has been created over the last 5+ years” said Fishman. “Doug is a proven merchant with broad based experience and knowledge from his past positions with regional and national department stores and discount store retailers. I am pleased to welcome him as a member of our senior management team.”

Wurl joins Big Lots from Sears Holding Corporation where he was Vice President, General Merchandise Manager, Business Unit President, SHC Home Division. Prior to his time at Sears, he was a Senior Vice President, General Merchandise Manager with Shopko, and held leadership roles at Macy’s and May Co. He is a graduate of Buffalo State College.
 
 
logo 1
Shareholder Relations Department
300 Phillipi Road
Columbus, Ohio 43228-5311
Phone: (614) 278-6622 Fax: (614) 278-6666
E-mail: aschmidt@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, the current economic and credit crisis, 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.
 
 
logo 1
Shareholder Relations Department
300 Phillipi Road
Columbus, Ohio 43228-5311
Phone: (614) 278-6622 Fax: (614) 278-6666
E-mail: aschmidt@biglots.com
 
 
 

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