Pier 1 2011 Annual Report Download - page 90

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What are the voting requirements to elect the directors and to approve, or advise the board of directors with
respect to, each of the proposals discussed in this proxy statement?
P
ROPOSAL
V
OTE
R
EQUIRED
D
ISCRETIONARY
V
OTING
A
LLOWED
?
No. 1 – Election of Directors Affirmative vote of a majority of the
votes cast by the shares present in person
or represented by proxy at the annual
meeting and entitled to vote on the
election of directors
No
No.2 – Approval of Performance Goals for Section
162(m) Deductibility
Affirmative vote of a majority of the
shares present in person or represented by
proxy at the annual meeting and entitled
to vote on the matter
No
No. 3 – Approval of Executive Compensation Affirmative vote of a majority of the
shares present in person or represented by
proxy at the annual meeting and entitled
to vote on the matter
No
No. 4 – Vote on Frequency of Future Voting on
Executive Compensation
The frequency (every year, every other
year or every three years) that receives
the highest number of votes of the shares
present in person or represented by proxy
at the annual meeting and entitled to vote
on the matter
No
No. 5 – Ratification of Ernst & Young LLP Affirmative vote of a majority of the
shares present in person or represented by
proxy at the annual meeting and entitled
to vote on the matter
Yes
If you are a beneficial owner of shares, your broker, bank or other holder of record is entitled to vote your
shares on the ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal
2012, even if they, as the holder of record, do not receive voting instructions from you. If you are a beneficial
owner, your broker, bank or other holder of record is not entitled to vote on the election of directors, the approval of
the material terms of the performance goals under the Pier 1 Imports, Inc. 2006 Stock Incentive Plan, the approval
of the compensation of Pier 1 Imports’ named executive officers, or the frequency of future voting on the
compensation of Pier 1 Imports’ named executive officers, absent instructions from you. Without your voting
instructions, a broker non-vote will occur on these proposals.
How are abstentions and “broker non-votes” counted in voting?
Election of Directors:
A “majority of the votes cast” means that the number of votes cast “FOR” a nominee for director exceeds the
number of votes cast “AGAINST” the nominee. Abstentions and broker non-votes are not considered as votes cast.
Other Proposals:
Broker non-votes will not be counted as a vote either “FOR” or “AGAINST” PROPOSAL NO. 2 (approval of
the material terms of the performance goals under the Pier 1 Imports, Inc. 2006 Stock Incentive Plan) and
PROPOSAL NO. 3 (approval of the compensation of Pier 1 Imports’ named executive officers). An abstention will
have the same effect as a vote “AGAINST” PROPOSALS NO. 2, NO. 3 and NO. 5 (ratification of Ernst & Young
LLP as our independent registered public accounting firm for fiscal 2012). Abstentions and broker non-votes will
6