Pier 1 2016 Annual Report Download - page 134

QUESTIONS AND ANSWERS REGARDING THE PROXY STATEMENT AND ANNUAL MEETING
How are abstentions and “broker non-
votes” counted in voting?
Election of Directors:
A “majority of the votes cast” means that the number of votes cast
“For” a nominee for director exceeds the number of votes cast
“Against” the nominee. Abstentions and broker non-votes are not
considered as votes cast.
Other Proposals:
Broker non-votes will not be counted as a vote either “For” or
“Against” PROPOSAL NO. 2 (non-binding, advisory resolution to
approve the fiscal 2016 compensation of Pier 1 Imports’ named
executive officers). An abstention will have the same effect as a
vote “Against” PROPOSALS NO. 2 and NO. 3 (ratification of the
engagement of Ernst & Young LLP as Pier 1 Imports’ independent
registered public accounting firm for fiscal 2017).
Could other matters be decided at the
annual meeting?
As of the date Pier 1 Imports began to deliver the Notice, it did not
know of any matters to be brought before the annual meeting
other than those described in this proxy statement.
If you vote your shares over the Internet or by telephone, or you
sign and return a proxy card or voting instruction form, and other
matters are properly presented at the annual meeting for
consideration, the proxies appointed by the board of directors (the
persons named in your proxy card) will have the discretion to vote
on those matters for you.
Who will pay for the cost of this proxy
solicitation?
Pier 1 Imports has hired D.F. King & Co., Inc. to assist in soliciting
proxies. Pier 1 Imports will pay all costs associated with the
solicitation, including D.F. King’s fees, which are $12,000 plus
expenses. In addition to solicitations by mail, Pier 1 Imports’
officers and employees may solicit proxies on behalf of Pier 1
Imports personally and by telephone or other means, for which
they will receive no compensation beyond their normal
compensation. Pier 1 Imports may also make arrangements with
brokerage houses and other custodians, nominees and fiduciaries
to forward solicitation materials to the beneficial owners of stock
held of record by such persons, and it will reimburse them for their
reasonable out-of-pocket and clerical expenses.
Do I need an admission ticket to attend
the annual meeting?
You will need an admission ticket or proof of stock ownership to
enter the annual meeting. If you are a shareholder of record, your
admission ticket is the Notice mailed (or sent electronically) to you
or the admission ticket attached to your proxy card if you elected
to receive a paper copy of the proxy materials. If you plan to
attend the annual meeting, please bring it with you to the annual
meeting.
If you are a beneficial owner of shares and you plan to attend the
annual meeting, you must present proof of your ownership of
Pier 1 Imports common stock, such as a bank or brokerage
account statement, to be admitted to the annual meeting.
Pier 1 Imports’ corporate headquarters is accessible to disabled
persons and, upon request, it will provide wireless headsets for
hearing amplification. Sign interpretation also will be provided
upon request. To request either of these accommodations, please
contact Pier 1 Imports’ Investor Relations Department on or before
June 9, 2016. You may make your request by mail to 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].
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 Pier 1 Imports’ Investor Relations Department at
[phone] or toll-free at [phone].
52 PIER 1 IMPORTS, INC. | 2016 Proxy Statement