Pier 1 2012 Annual Report Download - page 91

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.
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 2013 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 2013 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 14, 2013.
The corporate secretary will send properly submitted shareholder recommendations to the chairman of the
committee. Individuals recommended to the committee by shareholders in accordance with these procedures will be
evaluated by the committee in the same manner as individuals who are recommended through other means.
Shareholder Nominations at Annual Meeting
Pier 1 Imports’ bylaws also permit a shareholder to propose a candidate at an annual meeting of shareholders
who is not otherwise nominated for election by the board of directors through the process described above if the
shareholder complies with the shareholder criteria, advance notice, shareholder and nominee information, consent
and other provisions contained in the bylaws governing shareholder nominations of candidates for election to the
board of directors. To comply with these provisions of our bylaws, a shareholder who wishes to nominate a director
for election at the 2013 annual meeting of shareholders must provide Pier 1 Imports written notice in proper form
accompanied by the requisite materials and information no earlier than February 26, 2013 and no later than
March 28, 2013. You may contact Pier 1 Imports’ corporate secretary to obtain the specific information that must be
provided with the advance notice.
No shareholder recommended an individual for nomination for election to the board of directors at Pier 1
Imports’ 2012 annual meeting of shareholders, and no shareholder gave Pier 1 Imports advance written notice that
the shareholder intends to nominate a person for election to the board of directors at the 2012 annual meeting of
shareholders.
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