Pier 1 2014 Annual Report Download - page 82

QUESTIONS AND ANSWERS REGARDING THE PROXY STATEMENT AND ANNUAL MEETING
and, if you are also a Pier 1 Imports employee, the Notice will also include all the shares of Pier 1 Imports’ common stock you
hold:
•in the Pier 1 Imports, Inc. Stock Purchase Plan; and
•in book-entry form for restricted stock, if any, you received under the Pier 1 Imports, Inc. 2006 Stock Incentive Plan.
If you are a beneficial owner of shares, the voting instructions you receive from your broker, bank or other holder of record will
show the shares of Pier 1 Imports’ common stock held by it on your behalf.
What happens if I do not give specific voting instructions?
If you are a shareholder of record and you sign and return a proxy card without giving specific instructions, the proxy holders will
vote your shares in the manner recommended by the board of directors on all matters presented in this proxy statement and as
the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the annual
meeting. See the response to the question below captioned “Could other matters be decided at the annual meeting?”.
If you are a beneficial owner of shares and do not provide your broker, bank or other holder of record with specific voting
instructions, then under the rules of the New York Stock Exchange, (“NYSE”), your broker, bank or other holder of record may
only vote on matters for which it has discretionary power to vote. If your broker, bank or other holder of record does not receive
instructions from you on how to vote your shares and such holder does not have discretion to vote on the matter, then that
holder will inform the inspector of election that it does not have the authority to vote on the matter with respect to your shares and
your shares will not be voted on that matter.
Who will count the votes?
Representatives of Pier 1 Imports’ transfer agent, Computershare Inc., will tabulate the votes and act as inspector of election.
Is there a list of shareholders entitled to vote at the annual meeting?
The names of shareholders of record entitled to vote at the annual meeting will be available at the annual meeting and for ten
days prior to the meeting for any purpose germane to the meeting, between the hours of 8:30 a.m. and 5:00 p.m., local time, at
Pier 1 Imports’ corporate headquarters at 100 Pier 1 Place, Fort Worth, Texas 76102, by contacting Pier 1 Imports’ corporate
secretary at [phone].
What constitutes a quorum?
The presence of the holders of a majority of the outstanding shares of common stock entitled to vote at the annual meeting,
present in person or represented by proxy, is necessary to constitute a quorum.
How are abstentions and “broker non-votes” counted in determining the
presence of a quorum?
Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A “broker
non-vote” occurs when a broker, bank or other holder of record holding shares for a beneficial owner does not vote on a
particular proposal because that holder does not have discretionary voting power to vote on that proposal and has not received
voting instructions from the beneficial owner.
4PIER 1 IMPORTS, INC. 2014 Proxy Statement