BIG LOTS, INC. (NYSE:BIG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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BIG LOTS, INC. (NYSE:BIG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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

Big Lots, Inc. press release on Mr. Campisi’s retirement dated April 17, 2018.


BIG LOTS INC Exhibit
EX-99.1 2 exhibit991-ceo41718.htm EXHIBIT 99.1 Exhibit Exhibit 99.1PRESS RELEASE    FOR IMMEDIATE RELEASE  Contact: Andrew D. Regrut    Vice President,…
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About BIG LOTS, INC. (NYSE:BIG)

Big Lots, Inc. is a non-traditional, discount retailer operating in the United States. The Company operates through the discount retailing segment. The Company’s merchandise categories include Food, which includes its beverage and grocery, candy and snacks, and specialty foods departments; Consumables, which includes its health and beauty, plastics, paper, chemical and pet departments; Soft Home, which includes the home decor, frames, fashion bedding, utility bedding, bath, window, decorative textile and area rugs departments; Hard Home, which includes its small appliances, table top, food preparation, stationery, greeting cards and home maintenance departments; Furniture, which includes upholstery, mattress, ready-to-assemble and case goods departments; Seasonal, which includes its lawn and garden, summer, Christmas, toys and other holiday departments, and Electronics and Accessories, which includes the electronics, jewelry, hosiery and infant accessories departments.

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