Item 2.02 Results of Operations and Financial Condition.



On May 27, 2022, Big Lots, Inc. ("we," "us," "our" or "Company") issued a press
release (the "Earnings Press Release") and conducted a conference call, both of
which: (i) reported our unaudited results for the first quarter of fiscal 2022;
(ii) provided guidance for the second quarter of fiscal 2022; (iii) directed
listeners to an investor presentation published on our website on our results
for the first quarter of fiscal 2022 (the "Investor Presentation"); and (iv)
provided an update on the status of our quarterly cash dividend program.

Attached as exhibits to this Form 8-K are copies of the Earnings Press Release
(Exhibit 99.1), the transcript of our May 27, 2022 conference call (Exhibit
99.2) and the Investor Presentation (Exhibit 99.3), including information
concerning forward-looking statements and factors that may affect our future
results. The information in Exhibits 99.1, 99.2 and 99.3 is being furnished, not
filed, pursuant to Item 2.02 of this Form 8-K. By furnishing the information in
this Form 8-K and the attached exhibits, we are making no admission as to the
materiality of any information in this Form 8-K or the exhibits.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At our Annual Meeting of Shareholders held on May 24, 2022 ("Annual Meeting"), our shareholders voted on the following proposals, with 3,215,641 broker non-votes for Proposal One and Proposal Two and the remaining votes cast as follows:



•Proposal One. To elect eleven directors to our Board of Directors:
Director                        For         Against
Sandra Y. Campos             19,981,605     325,258
James R. Chambers            20,018,478     288,385
Sebastian J. DiGrande        19,786,760     520,103
Marla C. Gottschalk          19,938,282     368,581
Cynthia T. Jamison           18,051,227    2,255,636
Thomas A. Kingsbury          19,362,623     944,240
Christopher J. McCormick     19,975,056     331,807
Kimberley A. Newton          19,789,648     517,215
Nancy A. Reardon             19,766,396     540,467
Wendy L. Schoppert           19,784,876     521,987
Bruce K. Thorn               20,024,651     282,212



•Proposal Two. To approve, on an advisory basis, the compensation of our named
executive officers, as disclosed in our 2022 Proxy Statement:
For         19,685,589
Against        445,939
Abstain        175,335



•Proposal Three. To ratify the appointment of Deloitte & Touche LLP as our
independent registered public accounting firm for fiscal 2022:
For         23,012,647
Against        484,267
Abstain         25,590

No other matters were submitted to a vote of our shareholders at the Annual Meeting.




Item 8.01  Other Events.

On May 27, 2022, the Company issued a press release announcing that our Board of
Directors declared a quarterly cash dividend on May 24, 2022, for the second
quarter of fiscal 2022 of $0.30 per common share payable on June 24, 2022, to
shareholders of record as of the close of business on June 10, 2022. This press
release is filed herewith as Exhibit 99.4 hereto and incorporated by reference
herein.


--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.



        (d)     Exhibits

                Exhibit No.              Description

                  99.1                   Big Lots, Inc. press release on

operating results and guidance dated

May 27, 2022.

                  99.2                   Big Lots, Inc. edited conference

call transcript dated May 27, 2022.



                  99.3                   Big Lots, Inc. investor

presentation on our results for the first


                                         quarter of fiscal 2022 dated May

27, 2022.



                  99.4                   Big Lots, Inc. press release on

dividend declaration dated May 27,


                                         2022.

                104                      Cover Page Interactive Data File

(formatted as Inline XBRL).

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