Pier 1 2016 Annual Report Download - page 94

GOVERNANCE
amount involved exceeds $120,000 annually and a
related person has a direct or indirect material interest. The policy
defines a “related person” as any (a) person who is or was (since
the beginning of the last fiscal year for which Pier 1 Imports has
filed a Form 10-K and proxy statement, even if they do not
presently serve in that role) an executive officer, director or
nominee for election as director, (b) greater than 5% beneficial
owner of Pier 1 Imports common stock, or (c) immediate family
member of any of the foregoing.
Transactions that fall within the policy (“interested transactions”)
will be reviewed by the committee for approval, ratification or
other action. Based on its consideration of all of the relevant facts
and circumstances, the committee will decide whether or not to
approve the interested transaction and will approve only those
interested transactions that are believed to be in the best interest
of Pier 1 Imports.
The policy provides that certain interested transactions are
deemed to be pre-approved, even if the aggregate amount
involved will exceed $120,000. Those interested transactions are:
(a) employment of executive officers, (b) director compensation,
(c) certain transactions with other companies if the aggregate
amount involved does not exceed the greater of $1,000,000 or 2%
of the other company’s total annual revenues, (d) certain charitable
contributions by Pier 1 Imports if the aggregate amount involved
does not exceed the lesser of $10,000 or 2% of the organization’s
total annual receipts, (e) transactions where all shareholders
receive proportional benefits (e.g., dividends), (f) transactions
involving competitive bids, (g) regulated transactions, and
(h) certain banking-related services. In addition, the policy
delegates to the chair of the nominating and corporate
governance committee the authority to pre-approve or ratify any
interested transaction in which the aggregate amount involved is
expected to be less than $250,000. During fiscal 2016, the chair of
the nominating and corporate governance committee did not pre-
approve or ratify any transactions.
Transactions with Related Persons
During fiscal 2016, there were no transactions in which Pier 1
Imports was a participant, or is to be a participant, and in which
any related person had or will have a direct or indirect material
interest that required review and approval by the nominating and
governance committee.
Pier 1 Imports indemnifies its directors and executive officers to
the fullest extent permitted by law and has also entered into
agreements with these individuals contractually obligating Pier 1
Imports to provide this indemnification to them.
Meetings of Independent Directors
without Management Present
The independent directors of Pier 1 Imports met without
management present five times during the last fiscal year.
The non-executive chairman of the board of directors presided
over these meetings.
Procedures for Communicating with
Directors
The board of directors has established a process by which
shareholders and other interested parties can send
communications to board members. Shareholders and other
interested parties can send written communications to one or
more members of Pier 1 Imports’ board of directors, addressed to:
[Name of Board Member], Board of Directors
Pier 1 Imports, Inc.
c/o Corporate Secretary
100 Pier 1 Place
Fort Worth, Texas 76102
In addition, shareholders and other interested parties may
communicate with the chair of the audit committee, compensation
committee, or nominating and corporate governance committee
by sending an email to [email protected],
[email protected],or[email protected], respectively,
as well as with the independent directors as a group by sending
an email to [email protected], or the non-executive
chairman of the board by sending an email to
[email protected].
Communications are distributed to the board of directors or to the
individual director or directors, as appropriate, depending on the
subject matter and facts and circumstances outlined in the
communication. Communications that are not related to the duties
and responsibilities of the board of directors or a committee will
not be distributed, including spam, junk mail and mass mailings,
product concerns or inquiries, new product suggestions, résumés
and other forms of job inquiries, surveys and business solicitations
or advertisements. In addition, Pier 1 Imports will not distribute
unsuitable material to its directors, including material that is unduly
hostile, threatening or illegal.
Non-Employee Director Compensation
for the Fiscal Year Ended
February 27, 2016
Fees Paid to Directors
Directors who are Pier 1 Imports employees do not receive any
compensation for their board activities. Non-employee directors
receive an annual cash retainer of $150,000. In addition, the audit
committee chair and compensation committee chair each receive
an additional annual cash retainer of $25,000; the nominating and
corporate governance committee chair receives an additional
annual cash retainer of $10,000; and the non-executive chairman of
the board of directors receives an additional annual cash retainer of
$125,000. The annual retainers for fiscal 2016 were paid monthly in
arrears. For fiscal 2016, non-employee directors did not receive
additional fees for attending meetings, nor did they receive stock
12 PIER 1 IMPORTS, INC. | 2016 Proxy Statement