Pier 1 2012 Annual Report Download - page 67

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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Information regarding executive officers of the Company required by this item is contained in Part I of
this report under the caption “Executive Officers of the Company.” Information regarding directors of the
Company required by this Item is incorporated by reference to the section entitled “Proposal No. 1 – Election of
Directors” set forth in the Company’s Proxy Statement for its 2012 Annual Meeting of Shareholders (the “2012
Proxy Statement”).
The information regarding compliance with Section 16(a) of the Securities Exchange Act of 1934
required by this Item is incorporated by reference to the section entitled “Section 16(a) Beneficial Ownership
Reporting Compliance” set forth in the 2012 Proxy Statement.
Information regarding the Company’s audit committee financial experts and code of ethics and business
conduct required by this Item is incorporated by reference to the section entitled “Matters Relating to Corporate
Governance, Board Structure, Director Compensation and Stock Ownership” set forth in the 2012 Proxy
Statement.
No director or nominee for director of the Company has any family relationship with any other director or
nominee or with any executive officer of the Company.
Item 11. Executive Compensation.
The information required by this Item is incorporated by reference to the section entitled “Executive
Compensation,” the section entitled “Matters Relating to Corporate Governance, Board Structure, Director
Compensation and Stock Ownership – Non-Employee Director Compensation for the Fiscal Year Ended
February 25, 2012,” the section entitled “Compensation Committee Interlocks and Insider Participation; Certain
Related Person Transactions,” and the section entitled “Executive Compensation – Compensation Committee
Report,” set forth in the 2012 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
The information required by this Item is incorporated by reference to the section entitled “Matters
Relating to Corporate Governance, Board Structure, Director Compensation and Stock Ownership – Security
Ownership of Management,” “Matters Relating to Corporate Governance, Board Structure, Director
Compensation and Stock Ownership – Security Ownership of Certain Beneficial Owners,” the table entitled
“Executive Compensation – Outstanding Equity Awards Table for the Fiscal Year Ended February 25, 2012,”
and the table entitled “Equity Compensation Plan Information” set forth in the 2012 Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item is incorporated by reference to the section entitled “Compensation
Committee Interlocks and Insider Participation; Certain Related Person Transactions” and “Matters Relating to
Corporate Governance, Board Structure, Director Compensation and Stock Ownership – Director Independence”
set forth in the 2012 Proxy Statement.
Item 14. Principal Accounting Fees and Services.
Information required by this Item is incorporated by reference to the sections entitled “Independent
Registered Public Accounting Firm Fees” and “Pre-approval of Nonaudit Fees” set forth in Proposal No. 3 of the
2012 Proxy Statement.
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