On June 25, 2019, Big Lots, Inc. (“we,” “us,” “our,” or “Company”) announced that (1) effective as of August 5, 2019, Jonathan Ramsden will become the Company’s new Executive Vice President, Chief Financial and Administrative Officer and (2) Timothy A. Johnson, the Company’s current Executive Vice President, Chief Administrative Officer and Chief Financial Officer, will continue to serve in that role through August 4, 2019 and thereafter will serve in an advisory capacity through September 2, 2019 to provide the opportunity for a smooth transition for the business.

Mr. Ramsden, 54, most recently served as President and Founder of Sapperton LLC, a management consulting company, since November 2017. From December 2008 through June 2016, Mr. Ramsden held various executive level roles with Abercrombie & Fitch Co., a clothing retailer, including Interim Principal Executive Officer and a member of the Office of the Chairman from December 2014 until June 2016, Chief Operating Officer from January 2014 until June 2016 and Executive Vice President and Chief Financial Officer from December 2008 until January 2014. Mr. Ramsden’s other experiences include serving as the Chief Financial Officer at TBWA Worldwide, an international advertising agency and a division of Omnicom Group Inc., as Controller at Omnicom Group Inc., and as an adjunct professor at The Ohio State University Fisher College of Business.

There are no arrangements or understandings between Mr. Ramsden and any other persons to which he was selected as an officer. Mr. Ramsden has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K.

In connection with Mr. Ramsden’s appointment, the Company entered into an offer letter agreement with Mr. Ramsden on June 21, 2019 setting forth Mr. Ramsden’s initial compensation, which will consist of (1) a base salary of $700,000, (2) an annual cash bonus opportunity with a target of 60% of his base salary, in accordance with the Company’s bonus plan in place for senior executive officers, and (3) an annual long-term incentive award for fiscal 2019 with a target of 112.5% of Mr. Ramsden’s annual base salary, sixty percent of which will be in the form of performance share units and forty percent of which will be in the form of restricted stock units, subject to the terms and conditions of the Company’s 2017 Long-Term Incentive Plan (the “LTIP”). Mr. Ramsden will receive a monthly vehicle allowance of $1,100. He is also entitled to participate in the Company’s Executive Severance Plan and to enter into a Senior Executive Severance Agreement, consistent with the other similarly situated senior executives of the Company. In connection with the commencement of his employment with us, as soon as practicable after his start date, the Company will recommend that the Board grant Mr. Ramsden a one-time equity award under the LTIP consisting of restricted stock units (“RSUs”) with a value equal to $150,000. The RSUs will vest ratably in three annual installments over the three years following the grant date.

Attached as Exhibit 99.1 to this Form 8-K is a copy of the Company’s June 25, 2019 press release with respect to the foregoing (the “Press Release”).

Item 7.01 Regulation FD Disclosure.

The Press Release also reaffirms certain guidance that it previously provided regarding sales and earnings per share for the second quarter and the full year of its 2019 fiscal year. A copy of the Press Release is attached as Exhibit 99.1 to this Form 8-K. The information disclosed in this Item 7.01 and included in Exhibit 99.1 is being furnished, not filed. By furnishing the information disclosed in this Item 7.01 and Exhibit 99.1, we are making no admission as to the materiality of the information disclosed in this Item 7.01 or Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

BIG LOTS INC Exhibit
EX-99.1 2 exhibit991-cfotransition.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.