Pier 1 2008 Annual Report Download - page 106

Based on the above-mentioned review and discussions with management and the independent registered
public accounting firm, the committee recommended to the board of directors that Pier 1 Imports’ audited
consolidated financial statements be included in Pier 1 Imports’ Annual Report on Form 10-K for the fiscal
year ended March 1, 2008, for filing with the SEC.
AUDIT COMMITTEE
Terry E. London, Chairman
Michael R. Ferrari
Cece Smith
ITEM 4 — Shareholder Proposal
William C. Thompson, Jr., Comptroller of the City of New York, as custodian and a trustee of the New
York City Teachers’ Retirement System (108,282 shares owned as of January 7, 2008), the New York City
Police Pension Fund (40,456 shares owned as of January 7, 2008), and the New York City Fire Department
Pension Fund (10,641 shares owned as of January 7, 2008), and as custodian of the New York City Board of
Education Retirement System (4,225 shares owned as of January 7, 2008), has submitted for the second year
in a row the following proposal in accordance with Rule 14a-8 of the Securities Exchange Act of 1934.
Mr. Thompson has indicated to Pier 1 Imports that each of the above systems intend to continue to hold at
least $2,000 of Pier 1 Imports’ common stock through the date of Pier 1 Imports’ annual shareholders meeting.
Mr. Thompson’s address is c/o The City of New York, Office of the Comptroller, Bureau of Asset
Management, 1 Centre Street, Room 736, New York, New York 10007-2341.
At the annual meeting of shareholders held on June 28, 2007 the identical proposal was presented. The
board of directors unanimously recommended a vote “AGAINST” the proposal and it was defeated by the
shareholders with approximately 74% of the shares entitled to vote on the matter voting “AGAINST” this
proposal.
If a proxy card is signed and returned but no direction is made, the persons named in your proxy will
vote your shares “AGAINST” this proposal. To be approved, the proposal must receive the affirmative vote of
a majority of the shares of the common stock present in person or represented by proxy at the annual meeting
and entitled to vote on the subject matter.
The board of directors unanimously recommends a vote “AGAINST” this proposal.
Pay-for-Superior-Performance Proposal
Resolved: That the shareholders of Pier 1 Imports, Inc. (“Company”) request that the Board of
Director’s Executive Compensation Committee establish a pay-for-superior-performance standard in the
Company’s executive compensation plan for senior executives (“Plan”), by incorporating the following
principles into the Plan:
1. The annual incentive or bonus component of the Plan should utilize defined financial performance
criteria that can be benchmarked against a disclosed peer group of companies, and provide that an
annual bonus is awarded only when the Company’s performance exceeds its peers’ median or
mean performance on the selected financial criteria;
2. The long-term compensation component of the Plan should utilize defined financial and/or stock
price performance criteria that can be benchmarked against a disclosed peer group of companies.
Options, restricted shares, or other equity or non-equity compensation used in the Plan should be
structured so that compensation is received only when the Company’s performance exceeds its
peers’ median or mean performance on the selected financial and stock price performance
criteria; and
3. Plan disclosure should be sufficient to allow shareholders to determine and monitor the pay and
performance correlation established in the Plan.
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