Pier 1 2010 Annual Report Download - page 116

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matter is good corporate governance. SEC Rule 10A-3(b)2 requires that the audit committee “…must be directly
responsible for the appointment…of any registered public accounting firm….” Since the audit committee must
follow this requirement, the ratification is not binding on Pier 1 Imports. Any failure of the shareholders to ratify the
audit committee’s approval to engage Ernst & Young as Pier 1 Imports’ independent registered public accounting
firm would, however, be considered by the audit committee in determining whether to engage Ernst & Young.
The affirmative vote of a majority of the shares of common stock present in person or represented by proxy at
the annual meeting and entitled to vote on this proposal is required to ratify the approval to engage Ernst & Young
LLP as Pier 1 Imports’ independent registered public accounting firm for fiscal 2011. Abstentions will be counted as
represented and entitled to vote on this proposal and will have the effect of a vote “AGAINST” the proposal.
The board of directors unanimously recommends a vote “FOR” the ratification of the audit committee’s
approval to engage Ernst & Young LLP as Pier 1 Imports’ independent registered public accounting firm for
fiscal 2011.
Relationship with Independent Registered Public Accounting Firm
The audit committee is directly responsible for the appointment, compensation, retention and oversight of Pier
1 Imports’ independent registered public accounting firm. As described above, the audit committee has approved the
engagement of Ernst & Young as Pier 1 Imports’ independent registered public accounting firm for fiscal 2011.
The audit committee appointed Ernst & Young LLP as Pier 1 Imports’ independent registered public
accounting firm for fiscal 2010 and the shareholders ratified the appointment at the annual meeting of the
shareholders held on July 1, 2009. A representative of Ernst & Young is expected to be present at the annual
meeting of shareholders and will be given the opportunity to make a statement if he or she so desires and to respond
to appropriate questions from shareholders.
Independent Registered Public Accounting Firm Fees
The following table presents fees incurred for professional services rendered by Ernst & Young LLP, Pier 1
Imports’ independent registered public accounting firm, for fiscal years ended February 27, 2010 and February 28,
2009.
February 27, 2010 February 28, 2009
Audit Fees(1) ............. $1,012,550 $1,153,650
Audit Related Fees(2) ...... $ 45,179 $ 0
Tax Fees(3) ............... $ 164,589 $ 62,773
All Other Fees(4) .......... $ 2,160 $ 1,981
Total Fees ................ $1,224,478 $1,218,404
(1) Includes fees for services related to the annual audit of the consolidated financial
statements, required statutory audits, reviews of Pier 1 Imports’ quarterly reports on
Form 10-Q, the registered public accounting firm’s report on Pier 1 Imports’ internal
control over financial reporting, as required under Section 404 of the Sarbanes-Oxley
Act of 2002, and registration statements during the respective period.
(2) Includes fees for services related to the Pier 1 Imports, Inc. Stock Purchase Plan audit.
(3) Includes fees for services related to tax compliance, tax advice and tax planning.
(4) Includes fees for subscription to online research tool.
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