Pier 1 2011 Annual Report Download - page 103

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governance committee. Pier 1 Imports’ Code of Business Conduct and Ethics is available on its web site at
www.pier1.com under the heading Investor Relations – Corporate Governance. 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. The policy defines a “related person” as (a) any person
who is or was (since the beginning of the last fiscal year for which Pier 1 Imports has filed a Form 10-K and proxy
statement, even if they do not presently serve in that role) an executive officer, director or nominee for election as
director, (b) any greater than 5% beneficial owner of Pier 1 Imports’ common stock, or (c) any immediate family
member of any of the foregoing.
Transactions that fall within the policy (“interested transactions”) 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 the interested transaction and will approve only those transactions
that are in the best interest of Pier 1 Imports.
The policy provides that “certain interested transactions” are deemed to be pre-approved, even if the aggregate
amount involved will exceed $120,000. Those interested transactions are: (a) employment of executive officers,
(b) director compensation, (c) certain transactions with other companies if the aggregate amount involved does not
exceed the greater of $1,000,000 or 2% of the other company’s total annual revenues, (d) certain charitable
contributions by Pier 1 Imports if the aggregate amount involved does not exceed the lesser of $10,000 or 2% of the
organization’s total annual receipts, (e) transactions where all shareholders receive proportional benefits (e.g.,
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. During fiscal 2011, there were no such transactions.
Transactions with Related Persons
During fiscal 2011, 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 eight nominees named below at the annual meeting of
shareholders. Those elected will serve on the board of directors until the next annual meeting of shareholders 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.
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