Pier 1 2016 Annual Report Download - page 90

GOVERNANCE
Board Leadership Structure
Pier 1 Imports’ bylaws require that the directors elect annually
from among themselves a chairman of the board. The bylaws,
however, grant the board of directors discretion as to whether the
chairman of the board is an employee or an officer of Pier 1
Imports. A non-officer, non-employee elected as chairman of the
board is designated as the “non-executive” chairman of the board.
Pier 1 Imports’ Corporate Governance Guidelines contain general
guidance that the positions of chairman of the board and chief
executive officer should be held by separate individuals and that
the chairman of the board should be a “non-executive.” Provisions
are made in the guidelines for an independent lead director if the
roles of chairman of the board and chief executive officer are
combined.
During the last fiscal year, the chairman of the board and chief
executive officer roles were held by separate individuals, and the
chairman of the board was a “non-executive” since he was neither
an employee nor an officer of Pier 1 Imports. Currently, the
chairman of the board is a non-executive. This structure of
separate individuals holding these positions focuses board
leadership and company leadership in separate and distinct
individuals. Each leader can direct her or his respective group on
the objectives at hand while at the same time developing and
implementing strategies and financial and operational policies that
affect the short- and long-term value of Pier 1 Imports.
Director Nomination Process
Internal Process for Identifying Candidates
Members of the nominating and corporate governance committee
or other Pier 1 Imports’ directors or executive officers may, from
time to time, identify potential candidates for nomination for
election to Pier 1 Imports’ board of directors. The committee
typically considers candidates for nomination to Pier 1 Imports’
board of directors in March (the first month of the fiscal year) of
each year. All proposed nominees, including candidates
recommended for nomination by shareholders in accordance with
the procedures described below, will be evaluated in light of Pier 1
Imports’ Corporate Governance Guidelines, the Board Member
Qualification Criteria and the projected needs of the board of
directors at the time. The committee may retain a search firm to
assist in identifying potential candidates for nomination to the
board of directors. The search firm’s responsibilities may include
identifying and evaluating candidates believed to possess the
qualities and characteristics set forth in the Board Member
Qualification Criteria, as well as providing background information
on potential nominees and interviewing and screening nominees if
requested to do so by the committee.
Shareholder Recommendations for Directors
The nominating and corporate governance committee will consider
candidates recommended by shareholders for nomination for
election to Pier 1 Imports’ board of directors. In order for a
candidate recommended by a shareholder to be considered by the
committee for inclusion as a nominee for director at the 2017 annual
meeting of shareholders, the candidate must meet the Board
Member Qualification Criteria described above and must consent to
and be expressly interested in and willing to serve as a Pier 1
Imports director. The committee will then consider the
independence of the candidate and evaluate the candidate in light
of Pier 1 Imports’ Corporate Governance Guidelines and Board
Member Qualification Criteria described above.
A shareholder who wishes to recommend a candidate for
consideration by the nominating and corporate governance
committee for inclusion as a nominee for director at the 2017
annual meeting of shareholders should forward by certified or
express mail the candidate’s name, business or residence
address, principal occupation or employment and a description of
the candidate’s qualifications to the chair of the nominating and
corporate governance committee, in care of the corporate
secretary, Pier 1 Imports, Inc., 100 Pier 1 Place, Fort Worth, Texas
76102. To be properly considered by the committee, Pier 1
Imports’ corporate secretary must receive the recommendation
and all required information no later than 5:00 p.m., local time, on
January 12, 2017.
The corporate secretary will send properly submitted shareholder
recommendations to the chair of the nominating and corporate
governance committee. Individuals recommended to the
committee by shareholders in accordance with these procedures
will be evaluated by the committee in the same manner as
individuals who are recommended through other means.
Shareholder Nominations at Annual Meeting
Pier 1 Imports’ bylaws also permit a shareholder to propose a
candidate at an annual meeting of shareholders who is not
otherwise nominated for election by the board of directors through
the process described above if the shareholder complies with the
shareholder criteria, advance notice, shareholder and nominee
information, consent and other provisions contained in the bylaws
governing shareholder nominations of candidates for election to
the board of directors. To comply with these provisions of Pier 1
Imports’ bylaws, a shareholder who wishes to nominate a director
for election at the 2017 annual meeting of shareholders must
provide Pier 1 Imports written notice in proper form accompanied
by the requisite materials and information no earlier than
February 23, 2017 and no later than March 25, 2017. You may
contact Pier 1 Imports’ corporate secretary to obtain the specific
information that must be provided with the advance notice.
No shareholder recommended an individual for nomination for
election to the board of directors at Pier 1 Imports’ 2016 annual
meeting of shareholders, and no shareholder gave Pier 1 Imports
advance written notice that the shareholder intends to nominate a
person for election to the board of directors at the 2016 annual
meeting of shareholders.
8PIER 1 IMPORTS, INC. | 2016 Proxy Statement