Pier 1 2008 Annual Report Download - page 85

What will happen if I sign and return my proxy card with no voting instructions?
If you sign and return your proxy card with no voting instructions with respect to a matter to be voted on,
your shares will be voted in accordance with the recommendation of the board of directors contained in this
proxy statement.
Who will count the vote?
Representatives of our transfer agent, Mellon Investor Services LLC, will tabulate the votes and act as
inspector of election.
Is there a list of shareholders entitled to vote at the annual meeting?
The names of shareholders of record entitled to vote at the annual meeting will be available at the annual
meeting and for ten days prior to the meeting for any purpose germane to the meeting, between the hours of
8:00 a.m. and 5:00 p.m., local time, at our corporate headquarters at 100 Pier 1 Place, Fort Worth, Texas
76102, by contacting our corporate secretary.
What constitutes a quorum?
The presence of the holders of a majority of the outstanding shares of common stock entitled to vote at
the annual meeting, present in person or represented by proxy, is necessary to constitute a quorum.
How are abstentions and “broker non-votes” counted in determining the presence of a quorum?
Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of
determining a quorum. A “broker non-vote” occurs when a bank, broker or other holder of record holding
shares for a beneficial owner does not vote on a particular proposal because that holder does not have
discretionary voting power for that particular item and has not received instructions from the beneficial owner.
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. Broker non-votes will not be counted as a vote either
“FOR” or “AGAINST” the matter.
What are the voting requirements to elect the directors and to approve each of the proposals discussed
in this proxy statement?
Proposal
Vote
Required
Discretionary
Voting
Allowed?
Election of Directors ............... Majority of the shares present in person or
represented by proxy at the annual meeting and
entitled to vote for the election of directors
Yes
Stock Purchase Plan Restatement and
Amendment . ...................
Majority of the shares present in person or
represented by proxy at the annual meeting and
entitled to vote on the proposal
No
Ratification of Ernst & Young LLP . . . . Majority of the shares present in person or
represented by proxy at the annual meeting and
entitled to vote on the proposal
Yes
Shareholder Proposal ............... Ifproperly presented at the meeting, a majority of
the shares present in person or represented by proxy
at the annual meeting and entitled to vote on the
proposal
No
If you are a beneficial owner, your bank, broker or other shareholder of record is permitted to vote your
shares on the election of directors and the ratification of Ernst & Young LLP as our independent registered
public accounting firm, even if the shareholder of record does not receive voting instructions from you. The
shareholder of record may not vote on approval of the Stock Purchase Plan restatement and amendment, or on
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