Pier 1 2010 Annual Report Download - page 110

dividends), (f) transactions involving competitive bids, (g) regulated transactions, and (h) certain banking-related
services. In addition, the policy delegates to the chair of the nominating and corporate governance committee the
authority to pre-approve or ratify any interested transaction in which the aggregate amount involved is expected to
be less than $250,000.
Transactions with Related Persons
During fiscal 2010, 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 its executive officers to the fullest extent permitted by law and has
also entered into agreements with these individuals contractually obligating Pier 1 Imports to provide this
indemnification to them.
ITEMS OF BUSINESS TO BE ACTED UPON AT THE MEETING
PROPOSAL NO. 1 – Election of Directors
The shareholders will vote to elect as directors the five nominees named below at the annual meeting of
shareholders. Those elected will serve on the board of directors until the next annual meeting and until their
successors are elected and qualified. The board of directors, upon the recommendation of the nominating and
corporate governance committee, has nominated each person listed below to stand for election. Although Pier 1
Imports does not anticipate that any of the nominees will be unable or unwilling to serve as a director, in the event
that is the case, the board of directors may reduce its size or choose a substitute for that nominee.
In order to be elected, a nominee for director must receive the affirmative vote of a majority of the votes cast
with respect to such nominee by the shares of common stock present in person or represented by proxy at the annual
meeting and entitled to vote on the election of directors. A “majority of the votes cast” means that the number of
votes cast “FOR” a nominee exceeds the number of votes cast “AGAINST” the nominee. Abstentions and broker
non-votes are not considered as votes cast.
The board of directors unanimously recommends a vote “FOR” the election of each of the following
nominees as a director.
Nominees for Directors
As reflected in the section above captioned “Matters Relating to Corporate Governance, Board Structure,
Director Compensation and Stock Ownership,” the primary qualities and characteristics nominees to the board of
directors should possess are management and leadership experience; knowledge relevant to the business of Pier 1
Imports; diversity of background and experience; and personal and professional ethics, integrity and
professionalism. All five of the nominees possess these attributes. The specific experiences, qualifications, attributes
and skills of each individual which led to their nomination are included in the individual discussions below.
JOHN H. BURGOYNE
Mr. Burgoyne, age 68, is being nominated to his eleventh consecutive term on the board of directors. During
fiscal 2010, Mr. Burgoyne served as the chairman of the compensation committee. He brings to the board executive-
level management and leadership skills along with extensive knowledge and experience in international business
operations, specifically in the areas of China and the Pacific Regions of Asia. Prior to his retirement in 2007,
Mr. Burgoyne’s career included serving as president of an international consulting firm, Burgoyne & Associates;
serving as the general manager of IBM’s Travel Industry Sector for the Asia Pacific Region, and as President and
General Manager of IBM China Corp. In addition, Mr. Burgoyne serves his community in numerous volunteer
leadership capacities, including serving as the volunteer fire chief for the Greenwood community in Parker County,
Texas, where he has achieved recognized public safety and governmental experience on a local, state and national
level.
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