Pier 1 2016 Annual Report Download - page 132

QUESTIONS AND ANSWERS REGARDING THE PROXY STATEMENT AND ANNUAL MEETING
What is the difference between holding
shares as a shareholder of record and as
a beneficial owner?
If your shares are registered directly in your name with Pier 1
Imports’ transfer agent, Computershare Inc., you are considered
the “shareholder of record” with respect to those shares. The
Notice and the Notice of Annual Meeting of Shareholders have
been sent directly to you by Pier 1 Imports.
If your shares are held in a brokerage account or with a bank or
other intermediary, you are considered the “beneficial owner” of
these shares. The Notice has been forwarded to you by your
broker, bank or other intermediary that is considered, with respect
to those shares, the shareholder of record. As the beneficial
owner, you have the right to instruct your broker, bank or other
intermediary how to vote your shares by following their
instructions for voting over the Internet or by telephone, or by
following their instructions to request a voting instruction form that
can be completed and returned by mail.
What can I do if I change my mind after I
vote my shares?
If you are a shareholder of record, you can revoke your proxy prior
to the completion of voting at the annual meeting by:
‰sending written notice to Pier 1 Imports’ corporate secretary at
100 Pier 1 Place, Fort Worth, Texas 76102 which must be
received prior to June 22, 2016;
‰timely delivering of a valid, later-dated proxy; or
‰voting in person at the annual meeting.
If you are a beneficial owner of shares, you may submit new voting
instructions by contacting your broker, bank or other intermediary.
You may also vote in person at the annual meeting if you obtain a
legal proxy from your broker, bank or other intermediary and
present it to the inspector of election with your ballot.
Will my Notice include all my shares?
If you are a shareholder of record, you will receive only one Notice
for all the shares of Pier 1 Imports common stock you hold:
‰in certificate form; and
‰in book-entry form;
and, if you are also a Pier 1 Imports employee, the Notice will also
include all the shares of Pier 1 Imports common stock you hold:
‰in the Pier 1 Imports, Inc. Stock Purchase Plan; and
‰in book-entry form for restricted stock, if any, you received under
the Pier 1 Imports, Inc. 2006 Stock Incentive Plan or the Pier 1
Imports, Inc. 2015 Stock Incentive Plan.
If you are a beneficial owner of shares, the voting instructions you
receive from your broker, bank or other intermediary will show the
shares of Pier 1 Imports common stock held by it on your behalf.
You may receive multiple notices if you have more than one
account that holds Pier 1 Imports common stock.
What happens if I do not give specific
voting instructions?
If you are a shareholder of record and you sign and return a proxy
card without giving specific instructions, the proxy holders will
vote your shares in the manner recommended by the board of
directors on all matters presented in this proxy statement and as
the proxy holders may determine in their discretion with respect to
any other matters properly presented for a vote at the annual
meeting. See the response to the question below captioned
“Could other matters be decided at the annual meeting?”
If you are a beneficial owner of shares and do not provide your
broker, bank or other intermediary with specific voting instructions,
then under the rules of the NYSE, your broker, bank or other
intermediary may only vote on matters for which it has discretionary
power to vote. If your broker, bank or other intermediary does not
receive instructions from you on how to vote your shares and such
holder does not have discretion to vote on the matter, then that
holder will inform the inspector of election that it does not have the
authority to vote on the matter with respect to your shares and your
shares will not be voted on that matter.
Who will count the votes?
Representatives of Pier 1 Imports’ transfer agent, Computershare
Inc., will tabulate the votes and act as inspector of election.
Is there a list of shareholders entitled to
vote at the annual meeting?
The names of shareholders of record entitled to vote at the annual
meeting will be available at the annual meeting and for ten days
prior to the meeting for any purpose germane to the meeting,
between the hours of 8:30 a.m. and 5:00 p.m., local time, at Pier 1
Imports’ corporate headquarters at 100 Pier 1 Place, Fort Worth,
Texas 76102, by contacting Pier 1 Imports’ corporate secretary at
[phone].
What constitutes a quorum?
The presence of the holders of a majority of the outstanding
shares of common stock entitled to vote at the annual meeting,
present in person or represented by proxy, is necessary to
constitute a quorum.
50 PIER 1 IMPORTS, INC. | 2016 Proxy Statement