Pier 1 2012 Annual Report Download - page 100

Pier 1 Imports indemnifies its directors and its executive officers to the fullest extent permitted by law and has
also entered into agreements with these individuals contractually obligating Pier 1 Imports to provide this
indemnification to them.
ITEMS OF BUSINESS TO BE ACTED UPON AT THE MEETING
PROPOSAL NO. 1 – Election of Directors
The shareholders will vote to elect as directors the eight nominees named below at the annual meeting of
shareholders. Those elected will serve on the board of directors until the next annual meeting of shareholders and
until their successors are elected and qualified. The board of directors, upon the recommendation of the nominating
and corporate governance committee, has nominated each person listed below to stand for election. Although Pier 1
Imports does not anticipate that any of the nominees will be unable or unwilling to serve as a director, in the event
that is the case, the board of directors may reduce its size or choose a substitute for that nominee.
In order to be elected, a nominee for director must receive the affirmative vote of a majority of the votes cast
with respect to such nominee by the shares of common stock present in person or represented by proxy at the annual
meeting and entitled to vote on the election of directors. A “majority of the votes cast” means that the number of
votes cast “FOR” a nominee exceeds the number of votes cast “AGAINST” the nominee. Abstentions and broker
non-votes are not considered as votes cast.
The board of directors unanimously recommends a vote “FOR” the election of each of the following
nominees as a director.
Nominees for Directors
As reflected in the section above captioned “Matters Relating to Corporate Governance, Board Structure,
Director Compensation and Stock Ownership,” the primary qualities and characteristics nominees to the board of
directors should possess are management and leadership experience; knowledge relevant to the business of Pier 1
Imports; diversity of background and experience; and personal and professional ethics, integrity and
professionalism. All eight of the nominees possess these attributes. The specific experiences, qualifications,
attributes and skills of each individual which led to her or his nomination are included in the individual discussions
below.
CLAIRE H. BABROWSKI
Ms. Babrowski, age 54, is being nominated for her second consecutive term on the board of directors. During
fiscal 2012, Ms. Babrowski served as a member of the nominating and corporate governance committee.
Ms. Babrowski brings to the board experience in key leadership roles in leading global and domestic multi-unit
companies. She possesses significant experience in operations, finance, international and general management and
global exposure. Ms. Babrowski most recently served as executive vice president, chief operating officer of Toys
“R” Us, Inc. from 2007 to 2010. She started her career spending 30 years at McDonald’s Corporation, where her last
position was senior executive vice president and chief restaurant operations officer. From 2005 to 2006,
Ms. Babrowski worked for RadioShack Corporation serving as executive vice president and chief operating officer,
and then president, chief operating officer and acting chief executive officer. In 1998, she received the Emerging
Leader Award from the U.S. Women’s Service Forum. Ms. Babrowski currently serves as a director and audit
committee member of Delhaize Group, a Belgian company whose American Depository Receipts are traded on the
NYSE and whose ordinary shares are traded on the NYSE Euronext in Brussels. Ms. Babrowski also currently
serves as a member of the board of managers of QCE Finance LLC, which is the ultimate parent company of
Quiznos®, and is the chair of the operations and development committee and serves on the marketing committee.
Ms. Babrowski previously served as a director of Chipotle Mexican Grill, Inc.
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