Pier 1 2008 Annual Report Download - page 98

(5) This information was obtained from a Schedule 13D (Amendment No. 4) filed with the SEC on May 2,
2008 by SCSF Equities, LLC, Sun Capital Securities Offshore Fund, Ltd., Sun Capital Securities Fund,
LP, Sun Capital Securities Advisors, LP, Sun Capital Securities, LLC, Marc J. Leder, and Rodger R.
Krouse, as beneficial owners of the shares listed. The filing indicates that the beneficial owners have
shared voting power and shared dispositive power over all of the shares listed.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Pier 1 Imports’ directors and executive
officers, and persons who own more than 10% of a registered class of Pier 1 Imports’ equity securities, to file
with the SEC and the NYSE reports disclosing their ownership and changes in ownership of Pier 1 Imports’
common stock or other equity securities. Pier 1 Imports’ executive officers, directors and greater than 10%
shareholders are required by SEC regulations to furnish Pier 1 Imports with copies of all Section 16(a) forms
they file. To Pier 1 Imports’ knowledge, all Section 16(a) filing requirements applicable to Pier 1 Imports’
executive officers, directors and greater than 10% beneficial owners during the last fiscal year were observed.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION;
CERTAIN RELATED PERSON TRANSACTIONS
Each director of Pier 1 Imports who served as a member of the compensation committee during fiscal
year ending March 1, 2008, is identified above under the caption “Directors Attendance at Board and
Committee Meetings and at the Annual Meeting of Shareholders” above. During fiscal 2008, there were no
compensation committee interlocks or insider participation.
Related Person Transaction Policies and Procedures
Pier 1 Imports’ board of directors has adopted a written Related Person Transaction Policies and
Procedures which is administered by the nominating and corporate governance committee. The policy applies
to any transaction or series of transactions in which Pier 1 Imports is a participant, the amount involved
exceeds $120,000 annually and a related person has a direct or indirect material interest. Transactions that fall
within the policy will be reviewed by the committee for approval, ratification or other action. Based on its
consideration of all of the relevant facts and circumstances, the committee will decide whether or not to
approve such transaction and will approve only those transactions that are in the best interest of Pier 1
Imports. The policy provides for standing pre-approval or ratification of certain interested transactions, along
with authority for the chairman of the committee to pre-approve or ratify interested transactions subject to the
policy which fall below a specified dollar amount.
Transactions with Related Persons
During fiscal 2008, there were no transactions exceeding $120,000 in which Pier 1 Imports 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 Imports 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
Imports to provide this indemnification to them.
Pursuant to Mr. Smith’s employment agreement, which was approved by the board of directors and is
more fully described in the Compensation Discussion and Analysis below, Pier 1 Imports agreed to indemnify
Mr. Smith for certain defense costs arising from claims asserted by Mr. Smith’s former employer. Pursuant to
this agreement Pier 1 Imports paid less than $120,000 during fiscal 2008 in indemnity expenses to outside
legal counsel to resolve claims asserted by Mr. Smith’s former employer.
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