Pier 1 2014 Annual Report Download - page 104

EQUITY COMPENSATION PLAN INFORMATION
practices of Pier 1 Imports are focused on pay-for-performance and are strongly aligned with the long-term interests of its
shareholders. Compensation of Pier 1 Imports’ named executive officers is designed to enable it to attract and retain talented and
experienced senior executives to lead Pier 1 Imports successfully in a competitive environment.
Your vote on this resolution is advisory, and therefore not binding on Pier 1 Imports, the compensation committee, or the board of
directors. The vote will not be construed to create or imply any change to the fiduciary duties of the board of directors, or to
create or imply any additional fiduciary duties for the board of directors. However, Pier 1 Imports’ board of directors values the
opinions of shareholders, and, if the shareholders do not adopt the resolution set forth above, the compensation committee will
consider shareholder concerns and evaluate whether any actions are necessary to address those concerns.
The affirmative vote of a majority of the shares of common stock present in person or represented by proxy at the annual meeting
and entitled to vote on this resolution is required to approve this resolution. Abstentions will be counted as represented and
entitled to vote on this resolution and will have the effect of a vote “Against” the resolution. Broker non-votes will not be
considered entitled to vote on this resolution and will not be counted in determining the number of shares necessary for approval
of the resolution.
The board of directors unanimously recommends a vote “For” the 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 Securities and Exchange Commission, including the Compensation
Discussion and Analysis, compensation tables and narrative discussion below under the caption
“Executive Compensation.”
PROPOSAL NO. 4 — Ratification of the Audit Committee’s Engagement of
Ernst & Young LLP as Pier 1 Imports’ Independent Registered Public
Accounting Firm for Fiscal 2015
The audit committee has approved engaging Ernst & Young LLP as Pier 1 Imports’ independent registered public accounting firm
for fiscal 2015. Ernst & Young LLP served as Pier 1 Imports’ independent registered public accounting firm for fiscal 2014 and
has served in that capacity since fiscal 1996. Although approval or ratification of such engagement is not required, Pier 1 Imports
is seeking the shareholders’ ratification of the audit committee’s engagement of Ernst & Young LLP because the board of
directors and management believe that allowing shareholders to express their view on the matter is good corporate governance.
SEC and NYSE rules require that the audit committee “…must be directly responsible for the appointment…of any registered
public accounting firm….” Since the audit committee must follow this requirement, the ratification is not binding on Pier 1 Imports.
Any failure of the shareholders to ratify the audit committee’s engagement of Ernst & Young LLP as Pier 1 Imports’ independent
registered public accounting firm would, however, be considered by the audit committee in engaging Ernst & Young LLP.
The affirmative vote of a majority of the shares of common stock present in person or represented by proxy at the annual meeting
and entitled to vote on this proposal is required to ratify the engagement of Ernst & Young LLP as Pier 1 Imports’ independent
registered public accounting firm for fiscal 2015. Abstentions will be counted as represented and entitled to vote on this proposal
and will have the effect of a vote “Against” the proposal.
The board of directors unanimously recommends a vote “For” the ratification of the audit committee’s
engagement of Ernst & Young LLP as Pier 1 Imports’ independent registered public accounting firm for
fiscal 2015.
Relationship with Independent Registered Public Accounting Firm
The audit committee is directly responsible for the appointment, compensation, retention and oversight of Pier 1 Imports’
independent registered public accounting firm. As described above, the audit committee has approved the engagement of
Ernst & Young LLP as Pier 1 Imports’ independent registered public accounting firm for fiscal 2015.
The audit committee engaged Ernst & Young LLP as Pier 1 Imports’ independent registered public accounting firm for fiscal 2014
and the shareholders ratified that engagement at the annual meeting of the shareholders held on July 2, 2013. A representative
of Ernst & Young LLP is expected to be present at the annual meeting of shareholders and will be given the opportunity to make
a statement if he or she so desires and to respond to appropriate questions from shareholders.
26 PIER 1 IMPORTS, INC. 2014 Proxy Statement