Pier 1 2009 Annual Report Download - page 107

The committee also believes that the board of directors should be composed of individuals who
have achieved a high level of distinction in business, accounting, finance, law, education or public
service and who possess one or more of the following specific qualities or skills:
• financial expertise;
• general knowledge of the retail industry;
• information technology experience;
• international business experience; and
• chief executive officer, chief financial officer or other senior management experience.
Internal Process for Identifying Candidates
Members of the nominating and corporate governance committee or other Pier 1 Imports directors
or executive officers may, from time to time, identify potential candidates for nomination to Pier 1
Imports’ board of directors. The committee typically considers candidates for nomination to Pier 1
Imports’ board of directors in early March of each year. All proposed nominees, including candidates
recommended for nomination by shareholders in accordance with the procedures described below, will
be evaluated in light of Pier 1 Imports’ Corporate Governance Guidelines, the Board Member
Qualification Criteria and the projected needs of the board of directors at the time. The committee may
retain a search firm to assist in identifying potential candidates for nomination to the board of
directors. The search firm’s responsibilities may include identifying and evaluating candidates believed
to possess the qualities and characteristics set forth in the Board Member Qualification Criteria, as well
as providing background information on potential nominees and interviewing and screening nominees if
requested to do so by the committee.
Shareholder Recommendations for Directors
The nominating and corporate governance committee will consider candidates recommended by
shareholders for election to Pier 1 Imports’ board of directors. A shareholder who wishes to
recommend a candidate for evaluation by the committee for inclusion as a nominee for director at the
2010 annual meeting of shareholders should forward by certified or express mail the candidate’s name,
business or residence address, principal occupation or employment and a description of the candidate’s
qualifications to the Chairman of the Nominating and Corporate Governance Committee, in care of
the corporate secretary, Pier 1 Imports, Inc., 100 Pier 1 Place, Fort Worth, Texas 76102. To be properly
considered by the committee, Pier 1 Imports’ corporate secretary must receive the recommendation and
all required information no later than 5:00 p.m., local time, on January 27, 2010.
In order for a candidate recommended by a shareholder to be considered by the committee for
inclusion as a nominee for director at the 2010 annual meeting of shareholders, the candidate must
meet the Board Member Qualification Criteria described above and must be expressly interested and
willing to serve as a Pier 1 Imports director. The committee will also consider the independence of the
candidate and evaluate the candidate in light of Pier 1 Imports’ Corporate Governance Guidelines
described above. The corporate secretary will send properly submitted shareholder recommendations to
the chairman of the committee. Individuals recommended to the committee by shareholders in
accordance with these procedures will be evaluated by the committee in the same manner as individuals
who are recommended through other means.
Shareholder Nominations at Annual Meeting
Pier 1 Imports’ by-laws also permit a shareholder to propose a candidate at an annual meeting of
shareholders who is not otherwise nominated by the board of directors through the process described
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