Pier 1 2009 Annual Report Download - page 116

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Pier 1 Imports’ directors and
executive officers, and persons who own more than 10% of a registered class of Pier 1 Imports’ equity
securities to file with the SEC and the NYSE reports disclosing their ownership and changes in
ownership of Pier 1 Imports’ common stock or other equity securities. Pier 1 Imports’ executive
officers, directors and greater than 10% shareholders are required by SEC regulations to furnish Pier 1
Imports with copies of all Section 16(a) forms they file. To Pier 1 Imports’ knowledge, all Section 16(a)
filing requirements applicable to Pier 1 Imports’ executive officers, directors and greater than 10%
beneficial owners during the last fiscal year were observed.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION; CERTAIN
RELATED PERSON TRANSACTIONS
Each director of Pier 1 Imports who served as a member of the compensation committee during
fiscal year ending February 28, 2009, is identified above under the caption ‘‘Directors Attendance at
Board and Committee Meetings and at the Annual Meeting of Shareholders’’. During fiscal 2009, there
were no compensation committee interlocks or insider participation.
Related Person Transaction Policies and Procedures
Pier 1 Imports’ board of directors has adopted a written Related Person Transaction Policies and
Procedures which is administered by the nominating and corporate governance committee. The policy
applies to any transaction or series of transactions in which Pier 1 Imports is a participant, the amount
involved exceeds $120,000 annually, and a related person has a direct or indirect material interest.
Transactions that fall within the policy will be reviewed by the committee for approval, ratification or
other action. Based on its consideration of all of the relevant facts and circumstances, the committee
will decide whether or not to approve such transaction and will approve only those transactions that are
in the best interest of Pier 1 Imports. The policy provides for standing pre-approval or ratification of
certain interested transactions, along with authority for the chairman of the committee to pre-approve
or ratify interested transactions subject to the policy which fall below a specified dollar amount.
Transactions with Related Persons
During fiscal 2009, there were no transactions exceeding $120,000 in which Pier 1 Imports was a
participant, or is to be a participant, and in which any related person had or will have a direct or
indirect material interest.
Pier 1 Imports indemnifies its directors and its executive officers to the fullest extent permitted by
law and has also entered into agreements with these individuals contractually obligating Pier 1 Imports
to provide this indemnification to them.
ITEMS OF BUSINESS TO BE ACTED UPON AT THE MEETING
ITEM 1—Election of Directors
The shareholders will vote to elect as directors the eight nominees named below at the annual
meeting of shareholders. Those elected will serve on the board of directors until the next annual
meeting and until their successors are elected and qualified. The board of directors, upon the
recommendation of the board of directors’ nominating and corporate governance committee, has
nominated each person listed below to stand for election. Although Pier 1 Imports does not anticipate
that any of the nominees will be unable or unwilling to serve as a director, in the event that is the case,
the board of directors may reduce its size or choose a substitute for that nominee.
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