Pier 1 2014 Annual Report Download - page 100

ITEMS OF BUSINESS TO BE ACTED UPON AT THE MEETING
MICHAEL A. PEEL
Mr. Peel, age 64, is being nominated for his first full term on the board of directors. During fiscal 2014, Mr. Peel served as a
member of the compensation committee and nominating and corporate governance committee. He has served as vice president
for human resources and administration at Yale University since October 2008. He brings to the board extensive human
resources and broad business expertise and public company board experience. Previously Mr. Peel spent 17 years at General
Mills, a manufacturer and marketer of consumer food products, where he was last executive vice president of human resources
and global business services. Mr. Peel originally joined General Mills as senior vice president, worldwide human resources in
1991. From 1977 to 1991, Mr. Peel served in various capacities for PepsiCo, Inc., including as senior vice president, human
resources for PepsiCo Worldwide Foods from 1987 to 1991, and as senior vice president, human resources for the Pepsi-Cola
Bottling Group from 1984 to 1987. Mr. Peel currently serves on the board of directors of Select Comfort Corporation and is chair
of its compensation and management development committee.
ANN M. SARDINI
Ms. Sardini, age 64, is being nominated for her first full term on the board of directors. During fiscal 2014, Ms. Sardini served as
a member of the audit committee. She has over 20 years of experience in senior financial management positions in branded
consumer products and media companies. Most recently she served as the chief financial officer of Weight Watchers
International, Inc. from 2002, until her retirement in 2012. She served as chief financial officer of Vitamin Shoppe.com, Inc. from
1999 to 2001, and as executive vice president and chief financial officer for the Children’s Television Workshop from 1995 to
1999. In addition, Ms. Sardini held finance positions ranging from controller to chief financial officer at QVC, Inc., Chris Craft
Industries, and the National Broadcasting Company. Ms. Sardini currently serves on the board of directors of TreeHouseFoods,
Inc. where she is lead independent director and serves on its compensation committee, and where she previously served as
audit committee chair, and as a member of its nominating and governance committee. Ms. Sardini also currently serves on the
advisory board of LearnVest.com, and on the board of directors of Promise Project Fund for the City of New York.
ALEXANDER W. SMITH
Mr. Smith, age 61, is being nominated for his ninth consecutive term on the board of directors, and has served on the board of
directors since joining Pier 1 Imports as president and chief executive officer in February 2007. Mr. Smith has over 30 years of
retail and international branding experience. Prior to joining Pier 1 Imports, Mr. Smith served as Group President of the TJX
Companies, Inc., where he oversaw the operations and development of Home Goods, Marshalls, and TJ Maxx plus a number of
corporate functions. He was instrumental in the development of the TK Maxx stores in Great Britain and ran its international
operations. Mr. Smith also has served as a director of Papa John’s International, Inc., including service as chairman of its
compensation committee and as a member of its audit committee, and has served as a director of Tumi Holdings, Inc. since
December 2013. Mr. Smith’s employment agreement provides that, at all times during the employment period, Pier 1 Imports will
use its reasonable efforts to cause the board of directors, or an authorized committee thereof, to nominate Mr. Smith for election
to the board of directors at each annual meeting of shareholders of Pier 1 Imports held during the employment period, and, if
nominated, to cause the board of directors to recommend his election to the shareholders of Pier 1 Imports.
The board of directors unanimously recommends a vote “For” the election of each of the above-named
nominees as a director.
PROPOSAL NO. 2 — To Approve an Amendment of the Pier 1 Imports, Inc.
Stock Purchase Plan to Extend the Term of the Plan for Ten Years
The board of directors on April 3, 2014 unanimously approved an amendment to the Pier 1 Imports, Inc. Stock Purchase Plan,
subject to shareholder approval, extending the term of the plan for ten years.
General
Pier 1 Imports established the Stock Purchase Plan to provide all eligible employees and non-employee directors an opportunity
to acquire an ownership interest in Pier 1 Imports and, as a result, align participants’ interests with Pier 1 Imports’ other
shareholders. The plan provides a voluntary method of acquiring shares of Pier 1 Imports’ common stock in convenient
installments by payroll and other compensation deductions, supplemented by matching contributions from Pier 1 Imports.
22 PIER 1 IMPORTS, INC. 2014 Proxy Statement