Pier 1 2014 Annual Report Download - page 83

QUESTIONS AND ANSWERS REGARDING THE PROXY STATEMENT AND ANNUAL MEETING
What are the voting requirements to elect the directors and to approve, or
advise the board of directors with respect to, each of the proposals discussed
in this proxy statement?
P ROPOSAL
V OTE
R EQUIRED
D ISCRETIONARY
V OTING
A LLOWED ?
No. 1 — Election of Directors Affirmative vote of a majority of the votes cast by the shares present in
person or represented by proxy at the annual meeting and entitled to vote on
the election of directors
No
No. 2 — Stock Purchase Plan Amendment Affirmative vote of a majority of the shares present in person or represented
by proxy at the annual meeting and entitled to vote on the matter
No
No. 3 — Approval of Executive Compensation Affirmative vote of a majority of the shares present in person or represented
by proxy at the annual meeting and entitled to vote on the matter
No
No. 4 — Ratification of Ernst & Young LLP Affirmative vote of a majority of the shares present in person or represented
by proxy at the annual meeting and entitled to vote on the matter
Yes
If you are a beneficial owner of shares, your broker, bank or other holder of record is entitled to vote your shares on the ratification
of the engagement of Ernst & Young LLP as Pier 1 Imports’ independent registered public accounting firm for fiscal 2015, even if
they, as the holder of record, do not receive voting instructions from you. If you are a beneficial owner, your broker, bank or other
holder of record is not entitled to vote on the election of directors, the approval of the amendment of the Pier 1 Imports, Inc.
Stock Purchase Plan, or on the non-binding, advisory resolution to approve the compensation of Pier 1 Imports’ named executive
officers, absent voting instructions from you. Without your voting instructions, a broker non-vote will occur on these proposals.
How are abstentions and “broker non-votes” counted in voting?
Election of Directors:
A “majority of the votes cast” means that the number of votes cast “For” a nominee for director exceeds the number of votes cast
“Against” the nominee. Abstentions and broker non-votes are not considered as votes cast.
Other Proposals:
Broker non-votes will not be counted as a vote either “For” or “Against” PROPOSAL NO. 2 (approval of an amendment of the Pier
1 Imports, Inc. Stock Purchase Plan) or PROPOSAL NO.3 (non-binding, advisory resolution to approve the compensation of Pier
1 Imports’ named executive officers). An abstention will have the same effect as a vote “Against” PROPOSALS NO. 2, NO. 3 and
NO. 4 (ratification of the engagement of Ernst & Young LLP as Pier 1 Imports’ independent registered public accounting firm for
fiscal 2015).
Could other matters be decided at the annual meeting?
As of the date Pier 1 Imports began to deliver the Notice, it did not know of any matters to be brought before the annual meeting
other than those described in this proxy statement.
If you vote your shares over the Internet or by telephone, or you sign and return a proxy card or voting instruction form, and other
matters are properly presented at the annual meeting for consideration, the proxies appointed by the board of directors (the
persons named in your proxy card) will have the discretion to vote on those matters for you.
Who will pay for the cost of this proxy solicitation?
Pier 1 Imports has hired AST Phoenix Advisors to assist in soliciting proxies. Pier 1 Imports will pay all costs associated with the
solicitation, including Phoenix’s fees, which are $10,500 plus expenses. In addition to solicitations by mail, Pier 1 Imports’ officers
and employees may solicit proxies on behalf of Pier 1 Imports personally and by telephone or other means, for which they will
PIER 1 IMPORTS, INC. 2014 Proxy Statement 5