Pier 1 2007 Annual Report Download - page 130

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Pre-approval of Nonaudit Fees
The audit committee has adopted a policy that requires advance approval of all audit, audit-related, tax
and other services performed by the independent auditor. The policy provides for pre-approval by the audit
committee of specifically defined audit, audit related and tax services. Unless the specific service has been
previously pre-approved with respect to a year, the audit committee must approve the permitted service before
the independent auditor is engaged to perform it. The audit committee has delegated to the chairman of the
audit committee authority to approve permitted services up to $50,000 per engagement provided that the
chairman reports any pre-approval decisions to the committee at its next scheduled meeting.
OTHER BUSINESS
Pier 1 does not plan to act on any matters at the meeting other than those described in this proxy
statement. If any other business should properly come before the meeting, the persons named in the proxy will
vote in accordance with their best judgment.
Shareholder Proposals for 2008 Annual Meeting
To be included in the proxy statement relating to the 2008 annual meeting of shareholders, shareholder
proposals must be received by Pier 1’s corporate secretary no later than 5:00 p.m., local time, January 25,
2008.
In order to bring a matter before the 2008 annual meeting of shareholders that is not contained in the
proxy statement, a shareholder must comply with the advance notice provisions of Pier 1’s by-laws. Pier 1’s
by-laws require that it receive notice of the matter no earlier than March 30, 2008, and no later than April 29,
2008. You may contact Pier 1’s corporate secretary to find out what specific information regarding the matter
must be included with the advance notice.
Proxy Solicitation
Pier 1 has hired Mellon Investor Services, LLC to assist it in soliciting proxies. Pier 1 will pay all costs
associated with the solicitation, including Mellon’s fees, which it expects to be approximately $7,500, and all
mailing and delivery expenses. In addition to solicitations by mail, Pier 1’s officers and employees may solicit
proxies personally and by telephone or other means, for which they will receive no compensation beyond their
normal compensation. Pier 1 may also make arrangements with brokerage houses and other custodians,
nominees and fiduciaries to forward solicitation material 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.
Voting Securities
Shareholders of record on April 30, 2007 will be entitled to vote at the meeting. On that date,
88,300,835 shares of Pier 1’s common stock were outstanding and entitled to vote at the meeting. Each share
of common stock entitles the holder to one vote on each matter voted on at the meeting. An abstention, if
allowed for a proposal, will not be counted as voting “FOR” a matter, and, therefore, will have the same effect
as a vote “AGAINST” the matter. Unless otherwise stated herein or on the proxy card, broker non-votes will
not be counted as a vote either “FOR” or “AGAINST” the matter.
Voting by Plan Administrator
The enclosed proxy card also covers shares of Pier 1 common stock held for participants in Pier 1’s Stock
Purchase Plan and will serve as voting instructions for the plan administrator.
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