Pier 1 2011 Annual Report Download - page 109

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PROPOSAL NO.3–ANon-binding, Advisory Vote Approving the Compensation of Pier 1 Imports’ Named
Executive Officers as Disclosed Pursuant to the Compensation Disclosure Rules of the Securities and
Exchange Commission, Including the Compensation Discussion and Analysis, Compensation Tables and
Narrative Discussion Below Under the Caption “Executive Compensation”
General Information
Recently enacted federal legislation (Section 14A of the Exchange Act) requires that we include in this proxy
statement a non-binding shareholder vote on our executive compensation as described in this proxy statement
(commonly referred to as “Say-on-Pay”) and a non-binding shareholder vote on whether the Say-on-Pay vote should
occur every year, every other year, or every three years as provided for in PROPOSAL NO. 4 below. Shareholders
are being asked to vote on the following resolution:
RESOLVED, that the compensation of Pier 1 Imports’ named executive officers, as disclosed pursuant to the
compensation disclosure rules of the Securities and Exchange Commission, including the Compensation
Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.
The compensation of our named executive officers, as disclosed by the Compensation Discussion and Analysis,
compensation tables and narrative discussion, is shown below under the caption “Executive Compensation.” As
discussed in those disclosures, we believe that our compensation policies, principles, objectives and practices are
focused on pay-for-performance and are strongly aligned with the long-term interests of our shareholders.
Compensation of our named executive officers is designed to enable us to attract and retain talented and experienced
senior executives to lead Pier 1 Imports successfully in a competitive environment.
Your vote on this proposal is advisory, and therefore not binding on Pier 1 Imports, the compensation
committee, or the board of directors. The vote will not be construed to create or imply any change to the fiduciary
duties of Pier 1 Imports or the board of directors, or to create or imply any additional fiduciary duties for Pier 1
Imports or the board of directors. However, our board of directors values the opinions of our shareholders, and, if
the shareholders do not adopt the resolution set forth above, we will consider our shareholders’ concerns and the
compensation committee will evaluate whether any actions are necessary to address those concerns.
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 approve the compensation of Pier 1 Imports’
named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC, including the
Compensation Discussion and Analysis, compensation tables and narrative discussion below under the caption
“Executive Compensation.” Abstentions will be counted as represented and entitled to vote on this proposal and will
have the effect of a vote “AGAINST” the proposal. Broker non-votes will not be considered entitled to vote on this
proposal and will not be counted in determining the number of shares necessary for approval of the proposal.
The board of directors unanimously recommends a vote “FOR” the proposal to approve the
compensation of Pier 1 Imports’ named executive officers as disclosed pursuant to the compensation
disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and
Analysis, compensation tables and narrative discussion below under the caption “Executive Compensation.”
PROPOSAL NO.4–ANon-binding, Advisory Vote Regarding the Frequency of Future Voting on the
Compensation of Pier 1 Imports’ Named Executive Officers
General Information
As required by Section 14A of the Exchange Act, Pier 1 Imports is also providing shareholders an advisory
vote on the frequency with which Pier 1 Imports’ shareholders will have an advisory vote on executive
compensation similar to PROPOSAL NO. 3 above.
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