Pier 1 2013 Annual Report Download - page 84

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What is included in these materials?
The Pier 1 Imports, Inc. 2013 Annual Report, this proxy statement for the annual meeting, and Pier 1 Imports’
Annual Report on Form 10-K for the year ended March 2, 2013, as filed with the SEC on April 30, 2013 (the “2013
Form 10-K”).
If you requested printed versions of these materials by mail, these materials also include the proxy card or
voting instruction form for the annual meeting.
What will the shareholders vote on at the annual meeting?
The shareholders will be asked to vote on the following proposals:
• the election as directors of the eight nominees named in this proxy statement to hold office until the
next annual meeting of shareholders and until their successors are elected and qualified (PROPOSAL
NO. 1);
• to adopt 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 SEC, including
the Compensation Discussion and Analysis, compensation tables and narrative discussion below
under the caption “Executive Compensation” (PROPOSAL NO. 2); and
• ratification of the audit committee’s engagement of Ernst & Young LLP as Pier 1 Imports’
independent registered public accounting firm for fiscal 2014 (PROPOSAL NO. 3).
In their discretion, the proxies are authorized to vote, as described in this proxy statement, upon any other
business as may properly come before the annual meeting or any adjournment or postponement of the meeting.
What are the board of directors’ voting recommendations?
The board of directors recommends that you vote your shares:
• “For” the election of each of the nominees to the board of directors (PROPOSAL NO. 1);
• “For” the resolution approving the compensation of Pier 1 Imports’ named executive officers as
disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation
Discussion and Analysis, compensation tables and narrative discussion below under the caption
“Executive Compensation” (PROPOSAL NO. 2); and
• “For” ratification of the audit committee’s engagement of Ernst & Young LLP as Pier 1 Imports’
independent registered public accounting firm for fiscal 2014 (PROPOSAL NO. 3).
Who is entitled to vote at the annual meeting?
Holders of Pier 1 Imports’ common stock at the close of business on May 3, 2013, are entitled to receive the
Notice and the Notice of Annual Meeting of Shareholders and to vote their shares at the annual meeting. As of that
date, there were 107,134,230 shares of common stock outstanding and entitled to vote. Each share of common stock
is entitled to one vote on each matter properly brought before the annual meeting.
What is the difference between holding shares as a shareholder of record and as a beneficial owner?
If your shares are registered directly in your name with Pier 1 Imports’ transfer agent, Computershare Trust
Company, N.A., you are considered, with respect to those shares, the “shareholder of record.” The Notice and the
Notice of Annual Meeting of Shareholders have been sent directly to you by us.
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