Pier 1 2014 Annual Report Download - page 86

MATTERS RELATING TO CORPORATE GOVERNANCE, BOARD STRUCTURE, DIRECTOR COMPENSATION AND STOCK OWNERSHIP
Based on the NYSE independence requirements, the board of directors has determined that ten of the eleven current members
of the board of directors are independent. They are directors Claire H. Babrowski, Cheryl A. Bachelder, Mr. Burgoyne, Hamish A.
Dodds, Brendan L. Hoffman, Terry E. London, Ms. McCague, Mr. Peel, Ms. Sardini and Ms. Smith. Pier 1 Imports’ president and
chief executive officer, Alexander W. Smith, is the eleventh member of the board of directors. Independence for the non-
employee directors was considered under both the subjective and objective standards of the NYSE. In other words, none of the
non-employee directors was disqualified from independent status under the objective standard, and under the subjective
standard each non-employee director was determined not to have a material relationship with Pier 1 Imports.
Meetings of Independent Directors without Management Present
The independent directors of Pier 1 Imports met without management present four times during the last fiscal year. The non-
executive chairman of the board of directors presided over these meetings.
Procedures for Communicating with Directors
The board of directors has established a process by which shareholders and other interested parties can send communications
to board members. Shareholders and other interested parties can send written communications to one or more members of Pier
1 Imports’ board of directors, addressed to:
[Name of Board Member], Board of Directors
Pier 1 Imports, Inc.
c/o Corporate Secretary
100 Pier 1 Place
Fort Worth, Texas 76102
In addition, shareholders and other interested parties may communicate with the chair of the audit committee, compensation
committee, or nominating and corporate governance committee by sending an email to [email protected],
[email protected],or[email protected], respectively, as well as with the independent directors as a group by
sending an email to [email protected], or the non-executive chairman of the board by sending an email to
[email protected].
Communications are distributed to the board of directors or to the individual director or directors, as appropriate, depending on
the subject matter and facts and circumstances outlined in the communication. Communications that are not related to the duties
and responsibilities of the board of directors or a committee will not be distributed, including spam, junk mail and mass mailings,
product concerns or inquiries, new product suggestions, résumés and other forms of job inquiries, surveys and business
solicitations or advertisements. In addition, Pier 1 Imports will not distribute unsuitable material to its directors, including material
that is unduly hostile, threatening or illegal.
Director Nomination Process
Board Member Qualification Criteria
The board of directors has adopted Board Member Qualification Criteria that set out the attributes and qualifications considered
by the nominating and corporate governance committee in evaluating nominees for director. The primary qualities and
characteristics the committee looks for in nominees for director are:
•management and leadership experience;
•relevant knowledge and diversity of background and experience; and
•personal and professional ethics, integrity and professionalism.
The committee believes that the board of directors should be comprised of individuals who have achieved a high level of
distinction in business, education or public service. As a group, the board of directors should possess a diverse and broad range
of skills, perspectives and experience relevant to Pier 1 Imports’ business, such as:
•accounting and financial literacy;
•general knowledge of the retail industry;
8PIER 1 IMPORTS, INC. 2014 Proxy Statement