Pier 1 2011 Annual Report Download - page 93

Mr. Dodds, Michael R. Ferrari, Mr. Hoffman, Terry E. London and Cece Smith. Pier 1 Imports’ president and chief
executive officer, Alexander W. Smith, is the eighth member of the board of directors. The board of directors’
determination included Mr. Holland and Mrs. Katz as independent during the time of their service as directors.
Independence for the non-employee directors was considered under both the subjective and objective standards of
the NYSE. In other words, none of the non-employee directors was disqualified from independent status under the
objective standards, and under the subjective standard each non-employee director was determined not to have a
material relationship with Pier 1 Imports.
Meetings of Independent Directors without Management Present
The independent directors of Pier 1 Imports met without management present four times during the last fiscal
year. The non-executive chairman of the board of directors presided over these meetings.
Procedures for Communicating with Directors
The board of directors has established a process by which shareholders and other interested parties can send
communications to board members. Shareholders and other interested parties can send written communications to
one or more members of Pier 1 Imports’ board of directors, addressed to:
[Name of Board Member], Board of Directors
Pier 1 Imports, Inc.
c/o Corporate Secretary
100 Pier 1 Place
Fort Worth, Texas 76102
In addition, shareholders and other interested parties may communicate with the chairman of the audit
committee, compensation committee, executive committee, or nominating and corporate governance committee by
sending an email to [email protected],[email protected],[email protected],or
[email protected], respectively, as well as the independent directors as a group by sending an email to
[email protected].
Communications are distributed to the board of directors or to the individual director or directors, as
appropriate, depending on the subject matter and facts and circumstances outlined in the communication.
Communications that are not related to the duties and responsibilities of the board of directors or committee will not
be distributed, including spam, junk mail and mass mailings, product complaints, product inquiries, new product
suggestions, résumés and other forms of job inquiries, surveys, and business solicitations or advertisements. In
addition, Pier 1 Imports will not distribute unsuitable material to its directors, including material that is unduly
hostile, threatening or illegal.
Director Nomination Process
Board Member Qualification Criteria
The board of directors has adopted Board Member Qualification Criteria which set out the attributes and
qualifications considered by the nominating and corporate governance committee in evaluating nominees for
director. The primary qualities and characteristics the committee looks for in nominees for director are:
• management and leadership experience;
• relevant knowledge and diversity of background and experience; and
• personal and professional ethics, integrity and professionalism.
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