Pier 1 2009 Annual Report Download - page 131

Although approval or ratification of such engagement is not required by our by-laws, Pier 1 Imports is
seeking the shareholders’ ratification of the audit committee’s approval to engage Ernst & Young
because we believe that allowing shareholders to express their view on the matter is good corporate
governance. SEC Rule 10A-3(b)2 requires that the audit committee ‘‘...must be directly responsible for
the appointment...of any registered public accounting firm...’’. Since the audit committee cannot
abdicate this authority to the shareholders, the ratification is not binding on Pier 1 Imports. Any failure
of the shareholders to ratify the audit committee’s approval to engage Ernst & Young as Pier 1
Imports’ independent registered public accounting firm would, however, be considered by the audit
committee in determining whether to engage Ernst & Young.
The affirmative vote of a majority of the shares of common stock entitled to vote present in
person or represented by proxy at the annual meeting is required to ratify the approval to engage
Ernst & Young LLP as Pier 1 Imports’ independent registered public accounting firm for fiscal 2010. If
a proxy card is signed and returned but no direction is made, the persons named in your proxy will
vote your shares ‘‘FOR’’ this proposal. Any such shares not voted (whether by abstention or otherwise)
will have the same effect as a vote ‘‘AGAINST’’ this proposal.
The board of directors unanimously recommends a vote ‘‘FOR’’ the ratification of the audit
committee’s approval to engage Ernst & Young LLP as Pier 1 Imports’ independent registered public
accounting firm for fiscal 2010.
Relationship with Independent Registered Public Accounting Firm
Pursuant to its charter, the audit committee is directly responsible for the appointment,
compensation, retention and oversight of Pier 1 Imports’ independent registered public accounting firm.
As described above, the audit committee has approved the engagement of Ernst & Young as Pier 1
Imports’ independent registered public accounting firm for fiscal 2010.
The audit committee appointed Ernst & Young LLP as Pier 1 Imports’ independent registered
public accounting firm for fiscal 2009 and the shareholders ratified the appointment at the annual
meeting of the shareholders held on June 20, 2008. A representative of Ernst & Young is expected to
be present at the annual meeting of shareholders and will be given the opportunity to make a
statement if he or she so desires and to respond to appropriate questions from shareholders.
Independent Registered Public Accounting Firm Fees
The following table presents fees incurred for professional services rendered by Ernst &
Young LLP, Pier 1 Imports’ independent registered public accounting firm, for fiscal years ended
February 28, 2009 and March 1, 2008.
February 28, 2009 March 1, 2008
Audit Fees(1) .............................. $1,141,350 $1,105,700
Audit Related Fees ......................... $ 0 $ 0
Tax Fees(2) ............................... $ 62,773 $ 136,008
All Other Fees(3) ........................... $ 1,981 $ 1,624
Total Fees ................................ $1,206,104 $1,243,332
(1) Includes fees for services related to the annual audit of the consolidated financial
statements, required statutory audits, reviews of Pier 1 Imports’ quarterly reports on
Form 10-Q, the registered public accounting firm’s report on Pier 1 Imports’ internal
control over financial reporting, as required under Section 404 of the Sarbanes-Oxley Act
of 2002 and registration statements during the respective period.
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