Pier 1 2007 Annual Report Download - page 90

legal services for Pier 1. Among the relevant facts and circumstances considered were: Mr. Thomas performs
no legal services for Pier 1; Mr. Thomas is paid a predetermined salary pursuant to an employment agreement
with this law firm, and his compensation from this law firm is in no way determined by or contingent upon
the amount of legal fees Pier 1 pays to this firm; Mr. Thomas joined this law firm in August 2005; Mr. Thomas
is not an executive officer of this law firm and beneficially owns substantially less than a 10% equity interest
in this law firm; and the fees paid by Pier 1 to this law firm during the law firm’s last fiscal year and prior
fiscal year were substantially less than 2% of the law firm’s gross revenues for each such fiscal year. Based
upon these and the other relevant facts and circumstances considered, the board determined that the
relationship between Pier 1 and the law firm of which Mr. Thomas is a shareholder is not a material
relationship with Pier 1 as contemplated by the NYSE director independence rules, meets the objective NYSE
requirements, and that Mr. Thomas continues to be an independent director under those rules.
Meetings of Independent Directors without Management Present
The independent directors of Pier 1 met without management present four times during the last fiscal
year. The chairman of the executive committee presides 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 communi-
cations to one or more members of Pier 1’s board, 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 chairman of the audit
committee, compensation committee, executive committee, and nominating and corporate governance commit-
tee by sending an email to [email protected], [email protected], [email protected], or
[email protected], respectively, as well as the independent directors as a group by sending an email to
[email protected].
Communications are distributed to the board 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 or committee will not be distributed,
including spam, junkmail and mass mailings, product complaints, product inquiries, new product suggestions,
resumes and other forms of job inquiries, surveys, and business solicitations or advertisements. In addition,
Pier 1 will not distribute unsuitable material to its directors, including material that is unduly hostile,
threatening or illegal, although any communication that is filtered out is available to any independent director
upon request.
Director Nomination Process
Board Member Qualification Criteria
The board has adopted Board Member Qualification Criteria which set forth the attributes and qualifica-
tions considered by the nominating and corporate governance committee in evaluating nominees for director.
The primary qualities and characteristics the committee looks for in nominees for director are:
• management and leadership experience;
• relevant knowledge and diversity of background and experience; and
• personal and professional ethics, integrity and professionalism.
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