Pier 1 2009 Annual Report Download - page 100

including, 1-for-2 and 1-for-20, as will be selected by the board of directors prior to the time of
filing such Certificate of Amendment with the Delaware Secretary of State;
• a proposal to approve an amendment of the Certificate of Incorporation of Pier 1 Imports, Inc.
to reduce the par value of Pier 1 Imports’ common stock from $1.00 per share to $0.001 per
share;
• to vote on a proposal to approve an amendment of the Certificate of Incorporation of Pier 1
Imports, Inc. to increase the authorized number of Pier 1 Imports’ shares of preferred stock
from 5,000,000 shares to 20,000,000 shares, to shorten the description of the authority of the
board of directors to issue such shares, and to eliminate the terms and provisions of the Formula
Rate Preferred Stock currently set forth in the Certificate of Incorporation;
• a proposal to ratify the audit committee’s approval to engage Ernst & Young LLP as Pier 1
Imports’ independent registered public accounting firm for fiscal 2010;
• a shareholder proposal, if properly presented at the meeting; and
• any other business as may properly come before the annual meeting or any adjournment or
postponement of the meeting.
Who is entitled to vote at the annual meeting?
Holders of Pier 1 Imports’ common stock at the close of business on May 4, 2009, are entitled to
receive this notice and to vote their shares at the annual meeting. As of that date, there were
90,489,276 shares of common stock outstanding and entitled to vote. Each share of common stock is
entitled to one vote on each matter properly brought before the annual meeting.
What is the difference between holding shares as a shareholder of record and as a beneficial owner?
If your shares are registered directly in your name with Pier 1 Imports’ transfer agent, Mellon
Investor Services LLC, you are considered, with respect to those shares, the ‘‘shareholder of record.’’
The notice of annual meeting, proxy statement, proxy card and accompanying documents have been
sent directly to you by us.
If your shares are held in a stock brokerage account or by a bank or other holder of record, you
are considered the ‘‘beneficial owner’’ of these shares. The notice of annual meeting, proxy statement,
proxy card and accompanying documents have been forwarded to you by your broker, bank or other
holder of record who is considered, with respect to those shares, the shareholder of record. As the
beneficial owner, you have the right to direct your broker, bank or other holder of record on how to
vote your shares by using the voting instruction card included in the mailing or by following their
instructions for voting by telephone or on the Internet.
How do I vote?
You may vote using any of the following methods:
•By mail
Be sure to complete, sign and date the proxy card or voting instruction card and return it in the
prepaid envelope. If you are a shareholder of record and you return your signed proxy card but
do not indicate your voting preferences, the persons named in the proxy card will vote the
shares represented by that proxy as recommended by the board of directors.
If you are a shareholder of record, and the prepaid envelope is missing, please mail your
completed proxy card to BNY Mellon Shareowner Services, Proxy Processing, P.O. Box 3550,
S. Hackensack, New Jersey 07606-9210.
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