Pier 1 2011 Annual Report Download - page 87

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• “FOR” the proposal to approve the material terms of the performance goals under the Pier 1 Imports,
Inc. 2006 Stock Incentive Plan for the purposes of compensation deductibility under Section 162(m)
of the Internal Revenue Code (PROPOSAL NO. 2);
• “FOR” the proposal 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” (PROPOSAL NO. 3);
• for a frequency of “EVERY YEAR” for future non-binding, advisory shareholder votes on the
compensation of Pier 1 Imports’ named executive officers (PROPOSAL NO. 4); and
• “FOR” the proposal to ratify the audit committee’s approval to engage Ernst & Young LLP as Pier 1
Imports’ independent registered public accounting firm for fiscal 2012 (PROPOSAL NO. 5).
Who is entitled to vote at the annual meeting?
Holders of Pier 1 Imports’ common stock at the close of business on April 29, 2011, are entitled to receive the
Notice and the Notice of Annual Meeting of Shareholders and to vote their shares at the annual meeting. As of that
date, there were 118,758,731 shares of common stock outstanding and entitled to vote. Each share of common stock
is entitled to one vote on each matter properly brought before the annual meeting.
What is the difference between holding shares as a shareholder of record and as a beneficial owner?
If your shares are registered directly in your name with Pier 1 Imports’ transfer agent, Mellon Investor Services
LLC, you are considered, with respect to those shares, the “shareholder of record.” The Notice and the Notice of
Annual Meeting of Shareholders have been sent directly to you by us.
If your shares are held in a stock brokerage account or with a bank or other holder of record, you are
considered the “beneficial owner” of these shares. The Notice has been forwarded to you by your broker, bank or
other holder of record who is considered, with respect to those shares, the shareholder of record. As the beneficial
owner, you have the right to instruct your broker, bank or other holder of record how to vote your shares by
following their instructions for voting on the Internet or by telephone, or by following their instructions to request a
voting instruction form which can be completed and returned by mail.
How do I vote?
You may vote using any of the following methods:
•By Internet or telephone
If you are a shareholder of record, you will need the control number included on the Notice to access
the proxy statement and annual report. Follow the instructions in the Notice to vote your shares
electronically on the Internet, or by calling the toll-free number referenced in the materials available
on the Internet.
If you are a beneficial owner of shares, you may vote your shares electronically on the Internet by
following the instructions sent to you by your broker, bank or other holder of record, or by calling the
toll-free number referenced in the materials available on the Internet.
•By mail
If you are a shareholder of record, request from us, by following the instructions on the Notice,
printed copies of the proxy statement and annual report, which will include a proxy card. If you are a
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