Pier 1 2013 Annual Report Download - page 101

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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires Pier 1 Imports’ directors
and executive officers, and persons who own more than 10% of a registered class of Pier 1 Imports’ equity
securities, to file with the SEC and the NYSE reports disclosing their ownership and changes in ownership of Pier 1
Imports’ common stock or other equity securities. Pier 1 Imports’ executive officers, directors and greater than 10%
shareholders are required by SEC regulations to furnish Pier 1 Imports with copies of all Section 16(a) reports they
file. To Pier 1 Imports’ knowledge, and based solely on a review of the furnished Section 16(a) reports, all
Section 16(a) filing requirements applicable to Pier 1 Imports’ executive officers, directors and greater than 10%
beneficial owners during the last fiscal year were observed.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION; CERTAIN
RELATED PERSON TRANSACTIONS
Compensation Committee Interlocks and Insider Participation
Each director of Pier 1 Imports who served as a member of the compensation committee during the fiscal year
ended March 2, 2013 is identified above under the caption “Directors Attendance at Board and Committee Meetings
and at the Annual Meeting of Shareholders.” During fiscal 2013, there were no compensation committee interlocks
or insider participation.
Related Person Transaction Policies and Procedures
Pier 1 Imports’ board of directors has adopted as part of its Code of Business Conduct and Ethics a written
Related Person Transaction Policies and Procedures which is administered by the nominating and corporate
governance committee. Pier 1 Imports’ Code of Business Conduct and Ethics is available on its web site at
www.pier1.com under the heading Investor Relations – Corporate Governance. The policy applies to any transaction
or series of transactions in which Pier 1 Imports is a participant, the amount involved exceeds $120,000 annually,
and a related person has a direct or indirect material interest. The policy defines a “related person” as any (a) person
who is or was (since the beginning of the last fiscal year for which Pier 1 Imports has filed a Form 10-K and proxy
statement, even if they do not presently serve in that role) an executive officer, director or nominee for election as
director, (b) greater than 5% beneficial owner of Pier 1 Imports’ common stock, or (c) immediate family member of
any of the foregoing.
Transactions that fall within the policy (“interested transactions”) will be reviewed by the committee for
approval, ratification or other action. Based on its consideration of all of the relevant facts and circumstances, the
committee will decide whether or not to approve the interested transaction and will approve only those transactions
that are believed to be in the best interest of Pier 1 Imports.
The policy provides that “certain interested transactions” are deemed to be pre-approved, even if the aggregate
amount involved will exceed $120,000. Those interested transactions are: (a) employment of executive officers,
(b) director compensation, (c) certain transactions with other companies if the aggregate amount involved does not
exceed the greater of $1,000,000 or 2% of the other company’s total annual revenues, (d) certain charitable
contributions by Pier 1 Imports if the aggregate amount involved does not exceed the lesser of $10,000 or 2% of the
organization’s total annual receipts, (e) transactions where all shareholders receive proportional benefits (e.g.,
dividends), (f) transactions involving competitive bids, (g) regulated transactions, and (h) certain banking-related
services. In addition, the policy delegates to the chair of the nominating and corporate governance committee the
authority to pre-approve or ratify any interested transaction in which the aggregate amount involved is expected to
be less than $250,000. During fiscal 2013, the chair of the nominating and corporate governance committee did not
pre-approve or ratify any transactions.
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