Pier 1 2014 Annual Report Download - page 80

QUESTIONS AND ANSWERS REGARDING THE PROXY STATEMENT AND 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 nine 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 approve an amendment of the Pier 1 Imports, Inc. Stock Purchase Plan to extend the term of the plan for ten years
(PROPOSAL NO.2);
•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. 3); and
•ratification of the audit committee’s engagement of Ernst & Young LLP as Pier 1 Imports’ independent registered public
accounting firm for fiscal 2015 (PROPOSAL NO. 4).
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” approval of an amendment of the Pier 1 Imports, Inc. Stock Purchase Plan to extend the term of the plan for ten years
(PROPOSAL NO. 2);
•“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. 3); and
•“For” ratification of the audit committee’s engagement of Ernst & Young LLP as Pier 1 Imports’ independent registered public
accounting firm for fiscal 2015 (PROPOSAL NO. 4).
Who is entitled to vote at the annual meeting?
Holders of Pier 1 Imports’ common stock at the close of business on April 23, 2014, 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
94,534,030.9055 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 Inc., 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 Pier 1 Imports.
If your shares are held in a stock brokerage account or with a bank or other holder of record, you are considered the “beneficial
owner” of these shares. The Notice has been forwarded to you by your broker, bank or other holder of record that is considered,
with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to instruct your broker, bank
or other holder of record how to vote your shares by following their instructions for voting over the Internet or by telephone, or by
following their instructions to request a voting instruction form that can be completed and returned by mail.
2PIER 1 IMPORTS, INC. 2014 Proxy Statement