Pier 1 2007 Annual Report Download - page 102

owned by Jakup a Dul Jacobsen. Collectively, as of that date, Lagerinn ehf, Mr. Jacobsen and Kaupthing Bank
hf beneficially owned approximately 9.9% of Pier 1’s common stock. This information regarding security
ownership was obtained from a Schedule 13D filed with the Securities and Exchange Commission on
February 6, 2006 by Jakup a Dul Jacobsen, Lagerinn ehf and Kaupthing Bank hf. Except for the ownership of
Pier 1’s common stock, Mr. Jacobsen, Lagerinn ehf and Kaupthing Bank are not otherwise affiliated with Pier
1. Pier 1’s board approved the transaction.
During fiscal 2007, there were no other transactions exceeding $120,000 in which Pier 1 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.
Pier 1 indemnifies its directors and most of its executive officers to the fullest extent permitted by law
and has also entered into agreements with certain of these individuals contractually obligating Pier 1 to
provide this indemnification to them.
Pursuant to Mr. Smith’s employment agreement described in the Compensation Discussion and Analysis
below, Pier 1 has agreed to indemnify Mr. Smith for certain defense costs arising from claims asserted by
Mr. Smith’s former employer. Pier 1’s board approved Mr. Smith’s employment agreement.
ITEMS OF BUSINESS TO BE ACTED UPON AT THE MEETING
ITEM 1 — Election of Directors
The shareholders will elect eight directors at the annual meeting of shareholders. The board, upon
recommendation of the board’s nominating and corporate governance committee, has increased the number of
directors to be elected at the annual meeting to eight from the current number of seven. In order to be elected,
a nominee for director must receive the affirmative vote of a majority of the shares of common stock present
in person or represented by proxy and entitled to vote at the meeting. Those elected will serve on the board
until the next annual meeting and until their successors are elected and qualify. The board, upon the
recommendation of the board’s nominating and corporate governance committee, has nominated each person
listed below to stand for election. Board members, other than Messrs. Girouard or Smith, initially recom-
mended Ms. Smith and Mr. Holland as board candidates. Although Pier 1 does not anticipate that any of the
nominees will be unable or unwilling to serve as a director, in the event that is the case, the board may reduce
its size or choose a substitute for that nominee.
The persons named in your proxy will vote your shares “FOR” the election of the nominees listed below
unless you “WITHHOLD AUTHORITY” to vote for any of them.
The board of directors unanimously recommends a vote “FOR” the election of each of the following
nominees as directors.
Nominees for Directors
JOHN H. BURGOYNE
John H. Burgoyne, age 65, has been a director of Pier 1 since February of 1999. During fiscal 2007, he
was a member of the compensation committee. Mr. Burgoyne is retired and served as president of Burgoyne
and Associates, an international consulting firm from March of 1996 through February of 2007. From May
1995 to March of 1996, Mr. Burgoyne served as the general manager of IBM’s Travel Industry Sector for their
Asia Pacific Region. Prior to that time, he served as the president and general manager of IBM China
Corporation, Ltd.
MICHAEL R. FERRARI
Michael R. Ferrari, age 67, has been a director of Pier 1 since February 1999. From the beginning of
fiscal 2007 through January 31, 2007, he was a member of the audit committee. Effective February 1, 2007,
Mr. Ferrari became chairman of the nominating and corporate governance committee and remained a member
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