Pier 1 2009 Annual Report Download - page 105

No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be
permitted in the annual meeting.
If you have any further questions about attending the meeting, please call our Investor Relations
Department at [phone] or toll-free at [phone].
Will the annual meeting be webcast?
Our annual meeting also will be webcast live on the date and time of the meeting. You are invited
to visit www.pier1.com by linking through the ‘‘Investor Relations’’ page and then ‘‘Events’’ page at
10:00 a.m., local time, on July 1, 2009, to access the webcast of the annual meeting. An archived copy
of the webcast also will be available on our web site for a period of 90 days.
MATTERS RELATING TO CORPORATE GOVERNANCE, BOARD STRUCTURE,
DIRECTOR COMPENSATION AND STOCK OWNERSHIP
Corporate Governance
The board of directors believes that good corporate governance is a prerequisite to achieving
business success. Pier 1 Imports’ board of directors has adopted formal written corporate governance
guidelines, policies and procedures designed to strengthen Pier 1 Imports’ corporate governance.
Among other things, the guidelines contain standards for determining whether a director is
independent, a code of business conduct and ethics applicable to all of Pier 1 Imports’ directors,
officers and employees, and charters for each of the board of directors’ committees. The nominating
and corporate governance committee is responsible for overseeing and reviewing the guidelines at least
annually, and recommending any proposed changes to the full board for its approval. The Pier 1
Imports, Inc. Corporate Governance Guidelines, Code of Business Conduct and Ethics, Ethics
Compliance Policies and Procedures and charters for the audit, compensation, and nominating and
corporate governance committees are available on Pier 1 Imports’ web site at www.pier1.com under the
heading Investor Relations—Corporate Governance and are available in print free of charge to any
shareholder who requests a copy by contacting our Investor Relations Department in writing at Pier 1
Imports, Inc., Attn.: Investor Relations Department, 100 Pier 1 Place, Fort Worth, Texas 76102, or by
telephone at [phone] or toll-free at [phone].
Director Independence
It is Pier 1 Imports’ policy that the board of directors will at all times consist of a majority of
independent directors. In addition, all members of the audit committee, compensation committee, and
nominating and corporate governance committee must be independent. To be considered independent,
a director must satisfy both the subjective and objective independence requirements established by the
New York Stock Exchange (‘‘NYSE’’). In assessing independence under the subjective test, the board of
directors takes into account the standards in the objective tests, and reviews and discusses additional
information provided by the directors and Pier 1 Imports with regard to each director’s business and
personal activities as they may relate to Pier 1 Imports and Pier 1 Imports’ management. Based on the
foregoing, as required by NYSE rules, the board of directors makes a subjective determination as to
each independent director that no relationship exists with Pier 1 Imports which, in the opinion of the
board of directors, is material. The board of directors has not established categorical standards or
guidelines to make these subjective determinations. The board of directors will consider and apply all
relevant facts and circumstances relating to a director in determining whether that director is
independent.
Based on the NYSE independence requirements, the board of directors has determined that seven
of the eight members of the board of directors are independent. They are directors Mrs. Katz,
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