Pier 1 2012 Annual Report Download - page 103

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PROPOSAL NO.2–ToAdopt a Non-binding, Advisory Resolution to Approve the Compensation of Pier 1
Imports’ Named Executive Officers as Disclosed Pursuant to the Compensation Disclosure Rules of the
Securities and Exchange Commission, Including the Compensation Discussion and Analysis, Compensation
Tables and Narrative Discussion Below Under the Caption “Executive Compensation”
General Information
Under rules adopted by the SEC pursuant to Section 14A of the Exchange Act, our shareholders are entitled to
vote not less frequently than every three years upon an advisory, non-binding resolution approving the
compensation of Pier 1 Imports’ named executive officers, as disclosed pursuant to the disclosure rules of the SEC,
including the Compensation Discussion and Analysis, compensation tables and narrative discussion (commonly
called the “say-on-pay vote”). At our annual meeting of shareholders held on June 28, 2011, our shareholders
indicated in an advisory vote that they overwhelmingly favored the say-on-pay vote every year. Accordingly, we are
including in this proxy statement a non-binding, advisory shareholder vote on our executive compensation as
described in this proxy statement. Shareholders are being asked to vote on the following resolution:
RESOLVED, that the compensation of Pier 1 Imports’ named executive officers, as disclosed pursuant to the
compensation disclosure rules of the Securities and Exchange Commission, including the Compensation
Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.
The compensation of our named executive officers, as disclosed by the Compensation Discussion and Analysis,
compensation tables and narrative discussion, is shown below under the caption “Executive Compensation.” As
discussed in those disclosures, we believe that our compensation policies, principles, objectives and practices are
focused on pay-for-performance and are strongly aligned with the long-term interests of our shareholders.
Compensation of our named executive officers is designed to enable us to attract and retain talented and experienced
senior executives to lead Pier 1 Imports successfully in a competitive environment.
Your vote on this resolution is advisory, and therefore not binding on Pier 1 Imports, the compensation
committee, or the board of directors. The vote will not be construed to create or imply any change to the fiduciary
duties of Pier 1 Imports or the board of directors, or to create or imply any additional fiduciary duties for Pier 1
Imports or the board of directors. However, our board of directors values the opinions of our shareholders, and, if
the shareholders do not adopt the resolution set forth above, we will consider our shareholders’ concerns and the
compensation committee will evaluate whether any actions are necessary to address those concerns.
The affirmative vote of a majority of the shares of common stock present in person or represented by proxy at
the annual meeting and entitled to vote on this resolution is required to approve this resolution. Abstentions will be
counted as represented and entitled to vote on this resolution and will have the effect of a vote “AGAINST” the
resolution. Broker non-votes will not be considered entitled to vote on this resolution and will not be counted in
determining the number of shares necessary for approval of the resolution.
The board of directors unanimously recommends a vote “FOR” the non-binding, advisory resolution to
approve the compensation of Pier 1 Imports’ named executive officers as disclosed pursuant to the
compensation disclosure rules of the Securities and Exchange Commission, including the Compensation
Discussion and Analysis, compensation tables and narrative discussion below under the caption “Executive
Compensation.”
PROPOSAL NO. 3 – Ratification of the Audit Committee’s Engagement of Ernst & Young LLP as Pier 1
Imports’ Independent Registered Public Accounting Firm for Fiscal 2013
The audit committee has approved engaging Ernst & Young LLP as Pier 1 Imports’ independent registered
public accounting firm for fiscal 2013. Ernst & Young LLP served as Pier 1 Imports’ independent registered public
accounting firm for fiscal 2012 and has served in that capacity since fiscal 1996. Although approval or ratification
of such engagement is not required, Pier 1 Imports is seeking the shareholders’ ratification of the audit committee’s
engagement of Ernst & Young LLP because we believe that allowing shareholders to express their view on the
matter is good corporate governance. SEC Rule 10A-3(b)2 requires that the audit committee “…must be directly
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