Pier 1 2011 Annual Report Download - page 94

The committee believes that the board of directors should be comprised of individuals who have achieved a
high level of distinction in business, education or public service. As a group, the board of directors should possess a
diverse and broad range of skills, perspectives and experience relevant to Pier 1 Imports’ business, such as:
• accounting and financial literacy;
• general knowledge of the retail industry;
• information technology experience;
• international business experience; and
• chief executive officer, chief financial officer or other senior management experience.
Although the Board Member Qualification Criteria do not contain a specific policy addressing diversity, the
nominating and corporate governance committee considers whether each nominee complements and lends to a
diverse and broad range of skills, perspectives and experience required of Pier 1 Imports’ board of directors.
Internal Process for Identifying Candidates
Members of the nominating and corporate governance committee or other Pier 1 Imports’ directors or
executive officers may, from time to time, identify potential candidates for nomination for election to Pier 1
Imports’ board of directors. The committee typically considers candidates for nomination to Pier 1 Imports’ board
of directors in March (the first month of the fiscal year) of each year. All proposed nominees, including candidates
recommended for nomination by shareholders in accordance with the procedures described below, will be evaluated
in light of Pier 1 Imports’ Corporate Governance Guidelines, the Board Member Qualification Criteria and the
projected needs of the board of directors at the time. The committee may retain a search firm to assist in identifying
potential candidates for nomination to the board of directors. The search firm’s responsibilities may include
identifying and evaluating candidates believed to possess the qualities and characteristics set forth in the Board
Member Qualification Criteria, as well as providing background information on potential nominees and
interviewing and screening nominees if requested to do so by the committee.
During the summer of 2010, the nominating and corporate governance committee in conjunction with the board
of directors retained a firm to conduct a search for non-employee director candidates. Throughout the fall and winter
of 2010 and the spring of 2011, the board of directors, in conjunction with representatives of the search firm,
conducted evaluations and interviews with numerous candidates. The results of that process culminated in the board
of directors electing Ms. Babrowski and Messrs. Dodds and Hoffman to the board of directors.
Shareholder Recommendations for Directors
The nominating and corporate governance committee will consider candidates recommended by shareholders
for nomination for election to Pier 1 Imports’ board of directors. In order for a candidate recommended by a
shareholder to be considered by the committee for inclusion as a nominee for director at the 2012 annual meeting of
shareholders, the candidate must meet the Board Member Qualification Criteria described above and must consent
to and be expressly interested and willing to serve as a Pier 1 Imports director. The committee will then consider the
independence of the candidate and evaluate the candidate in light of Pier 1 Imports’ Corporate Governance
Guidelines and Board Member Qualification Criteria described above.
A shareholder who wishes to recommend a candidate for consideration by the nominating and corporate
governance committee for inclusion as a nominee for director at the 2012 annual meeting of shareholders should
forward by certified or express mail the candidate’s name, business or residence address, principal occupation or
employment and a description of the candidate’s qualifications to the Chairman of the Nominating and Corporate
Governance Committee, in care of the corporate secretary, Pier 1 Imports, Inc., 100 Pier 1 Place, Fort Worth, Texas
76102. To be properly considered by the committee, Pier 1 Imports’ corporate secretary must receive the
recommendation and all required information no later than 5:00 p.m., local time, on January 17, 2012.
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