Pier 1 2014 Annual Report Download - page 87

MATTERS RELATING TO CORPORATE GOVERNANCE, BOARD STRUCTURE, DIRECTOR COMPENSATION AND STOCK OWNERSHIP
•information technology experience;
•international business experience; and
•chief executive officer, chief financial officer or other senior management experience.
Although the Board Member Qualification Criteria do not contain a specific policy addressing diversity, the nominating and
corporate governance committee considers whether each nominee complements and lends to a diverse and broad range of
skills, perspectives and experience required of Pier 1 Imports’ board of directors.
Internal Process for Identifying Candidates
Members of the nominating and corporate governance committee or other Pier 1 Imports’ directors or executive officers may,
from time to time, identify potential candidates for nomination for election to Pier 1 Imports’ board of directors. The committee
typically considers candidates for nomination to Pier 1 Imports’ board of directors in March (the first month of the fiscal year) of
each year. All proposed nominees, including candidates recommended for nomination by shareholders in accordance with the
procedures described below, will be evaluated in light of Pier 1 Imports’ Corporate Governance Guidelines, the Board Member
Qualification Criteria and the projected needs of the board of directors at the time. The committee may retain a search firm to
assist in identifying potential candidates for nomination to the board of directors. The search firm’s responsibilities may include
identifying and evaluating candidates believed to possess the qualities and characteristics set forth in the Board Member
Qualification Criteria, as well as providing background information on potential nominees and interviewing and screening
nominees if requested to do so by the committee.
During the fiscal year, the nominating and corporate governance committee, in conjunction with the board of directors, retained a
firm to conduct a search for non-employee director candidates. The committee members along with other directors, in
conjunction with representatives of the search firm, conducted evaluations and interviews with numerous candidates. The results
of that process culminated in the board of directors electing Ms. McCague, Mr. Peel and Ms. Sardini as directors on October 17,
2013.
Shareholder Recommendations for Directors
The nominating and corporate governance committee will consider candidates recommended by shareholders for nomination for
election to Pier 1 Imports’ board of directors. In order for a candidate recommended by a shareholder to be considered by the
committee for inclusion as a nominee for director at the 2015 annual meeting of shareholders, the candidate must meet the
Board Member Qualification Criteria described above and must consent to and be expressly interested in and willing to serve as
a Pier 1 Imports director. The committee will then consider the independence of the candidate and evaluate the candidate in light
of Pier 1 Imports’ Corporate Governance Guidelines and Board Member Qualification Criteria described above.
A shareholder who wishes to recommend a candidate for consideration by the nominating and corporate governance committee
for inclusion as a nominee for director at the 2015 annual meeting of shareholders should forward by certified or express mail the
candidate’s name, business or residence address, principal occupation or employment and a description of the candidate’s
qualifications to the Chair of the Nominating and Corporate Governance Committee, in care of the corporate secretary, Pier 1
Imports, Inc., 100 Pier 1 Place, Fort Worth, Texas 76102. To be properly considered by the committee, Pier 1 Imports’ corporate
secretary must receive the recommendation and all required information no later than 5:00 p.m., local time, on January 9, 2015.
The corporate secretary will send properly submitted shareholder recommendations to the chair of the committee. Individuals
recommended to the committee by shareholders in accordance with these procedures will be evaluated by the committee in the
same manner as individuals who are recommended through other means.
Shareholder Nominations at Annual Meeting
Pier 1 Imports’ bylaws also permit a shareholder to propose a candidate at an annual meeting of shareholders who is not
otherwise nominated for election by the board of directors through the process described above if the shareholder complies with
the shareholder criteria, advance notice, shareholder and nominee information, consent and other provisions contained in the
bylaws governing shareholder nominations of candidates for election to the board of directors. To comply with these provisions of
Pier 1 Imports’ bylaws, a shareholder who wishes to nominate a director for election at the 2015 annual meeting of shareholders
must provide Pier 1 Imports written notice in proper form accompanied by the requisite materials and information no earlier than
February 20, 2015 and no later than March 22, 2015. You may contact Pier 1 Imports’ corporate secretary to obtain the specific
information that must be provided with the advance notice.
PIER 1 IMPORTS, INC. 2014 Proxy Statement 9