Pier 1 2007 Annual Report Download - page 101

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shown. Satellite Asset Management, L.P. has advised Pier 1 that it disclaims any beneficial ownership of
the securities.
(5) This information was obtained from a Schedule 13G (Amendment No. 3) filed with the Securities and
Exchange Commission on February 14, 2007 by FMR Corp. as beneficial owner of the shares listed. The
filing indicates that the beneficial owner has no voting power over any of the shares listed and sole dispos-
itive power over all of the shares listed.
(6) This information was obtained from a Schedule 13D filed with the Securities and Exchange Commission
on April 9, 2007 by Elliott Associates, L.P., Elliott International, L.P. and Elliott International Capital
Advisors Inc. as beneficial owners of the shares listed. The filing indicates that the listed parties have
entered into a Joint Filing Agreement and that Elliott Associates, L.P. has sole voting power and sole dis-
positive power over 1,934,072 of the shares listed and Elliott International, L.P. and Elliott International
Capital Advisors Inc. have shared voting and dispositive power over 2,901,108 of the shares listed.
(7) This information was obtained from a Schedule 13D filed with the Securities and Exchange Commission
on March 14, 2007 by SCSF Equities, LLC, Sun Capital Securities Offshore Fund, Ltd., Sun Capital Secu-
rities Fund, LP, Sun Capital Securities Advisors, LP, Sun Capital Securities, LLC, Marc J. Leder, and
Rodger R. Krouse, as beneficial owners of the shares listed. The filing indicates that the beneficial owners
have shared voting power and shared dispositive power over all of the shares listed.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Pier 1’s directors and executive officers,
and persons who own more than 10% of a registered class of Pier 1’s equity securities, to file with the SEC
and the NYSE reports disclosing their ownership and changes in ownership of Pier 1’s common stock or other
equity securities. Pier 1’s executive officers, directors and greater than 10% shareholders are required by SEC
regulations to furnish Pier 1 with copies of all Section 16(a) forms they file. To Pier 1’s knowledge, all
Section 16(a) filing requirements applicable to Pier 1’s executive officers, directors and greater than 10%
beneficial owners during the last fiscal year were observed.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION; CERTAIN
RELATED PERSON TRANSACTIONS
Each director of Pier 1 who served as a member of the compensation committee during fiscal 2007
ending March 3, 2007, is identified above under the caption Directors Attendance at Board and Committee
Meetings and at the Annual Meeting of Shareholders above. During fiscal 2007, there were no compensation
committee interlocks or insider participation.
Related Person Transaction Policies and Procedures
Pier 1’s nominating and corporate governance committee has approved and recommended adoption of,
and the board has adopted, a written Related Person Transaction Policies and Procedures which is administered
by the committee. This policy applies to any transaction or series of transactions in which Pier 1 is a
participant, the amount involved exceeds $120,000 and a related person has a direct or indirect material
interest. Transactions that fall within the policy 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 such transaction and will approve only those transactions that are in the best
interest of Pier 1. The policy provides for standing pre-approval or ratification of certain interested transactions
along with authority for the chairman of the committee to pre-approve or ratify interested transactions subject
to the policy which fall below a specified dollar amount.
Transactions with Related Persons
On March 20, 2006, Pier 1 sold its subsidiary, The Pier Retail Group Limited, to Palli Limited for
approximately $15 million. Palli Limited is a wholly owned subsidiary of Lagerinn ehf, an Iceland corporation
14