Pier 1 2009 Annual Report Download - page 164

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Appendix B
PIER 1 IMPORTS, INC.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Pier 1 Imports, Inc., a corporation organized and existing under and by virtue of the provisions of the
General Corporation Law of the State of Delaware (the ‘‘Corporation’’), does hereby certify as follows:
FIRST: Upon the filing and effectiveness pursuant to the General Corporation Law of the State of
Delaware (the ‘‘DGCL’’) of this Certificate of Amendment to the Certificate of Incorporation of the
Corporation (the ‘‘Effective Time’’), Article FOURTH of the Corporation’s Certificate of Incorporation,
relating to the capital structure of the Corporation, is hereby amended to read in its entirety as set forth
below:
‘‘FOURTH: The total number of shares of all classes of stock which the Corporation shall have
authority to issue is five hundred twenty million (520,000,000). The total number of shares of
stock which the Corporation shall have authority to issue are divided into two classes, five
hundred million (500,000,000) shares of which are designated as Common Stock having a par
value of one-tenth of one cent ($0.001) per share (the ‘‘Common Stock’’), and twenty million
(20,000,000) shares of which are designated as Preferred Stock having a par value of one dollar
($1.00) per share (the ‘‘Preferred Stock’’).
Subject to § 213 of General Corporation Law of the State of Delaware, each holder of Common
Stock shall be entitled to one (1) vote for each share of Common Stock held by such holder.
The Preferred Stock may be issued in one or more series. With respect to each series of Preferred
Stock, the Board of Directors of the Corporation is expressly authorized to fix by resolution or
resolutions (i) the number of shares of Preferred Stock of such series as to which the resolution
or resolutions apply, and (ii) the designations and the powers, preferences, and rights, and the
qualifications, limitations or restrictions thereof, to the full extent permitted by the General
Corporation Law of the State of Delaware in respect of such series of Preferred Stock.’’
SECOND: No shares of the Corporation’s Formula Rate Preferred Stock are outstanding, all
outstanding shares having been redeemed in accordance with their terms on or about September 18, 1991.
Accordingly, upon the Effective Time, all provisions relating to the Formula Rate Preferred Stock, which
were added by a Certificate of Amendment of Certificate of Incorporation filed on October 29, 1987, are
hereby deleted from the Certificate of Incorporation. Such deleted provisions read in their entirety as
follows:
FIRST: On August 6, 1987, the Board of Directors of the Corporation, acting by unanimous
consent in accordance with the General Corporation Law of the State of Delaware and the
By-laws of the Corporation, adopted the following resolution setting forth and recommending a
proposed amendment to the Certificate of Incorporation of the Corporation, as amended by the
Certificate of Designation filed by the Corporation on February 17, 1987 with respect to the
Corporation’s $.25 Preferred Stock:
RESOLVED, that the Board of Directors hereby adopts and declares advisable the following
amendments to the Company’s Certificate of Incorporation, as amended by the Certificate of
B-1