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MATTERS RELATING TO CORPORATE GOVERNANCE, BOARD STRUCTURE, DIRECTOR COMPENSATION AND STOCK OWNERSHIP
No shareholder recommended an individual for nomination for election to the board of directors at Pier 1 Imports’ 2014 annual
meeting of shareholders, and no shareholder gave Pier 1 Imports advance written notice that the shareholder intends to nominate
a person for election to the board of directors at the 2014 annual meeting of shareholders.
Committees of the Board of Directors and Risk Oversight
The standing committees of the board of directors are the audit committee, the compensation committee and the nominating
and corporate governance committee. A brief description of each committee’s functions, which are addressed in more detail in
their respective charters that are available on Pier 1 Imports’ web site at www.pier1.com at the Investor Relations link, follows:
Audit Committee. The audit committee’s purpose is to:
•assist the board of directors with oversight of:
•the integrity of Pier 1 Imports’ financial statements,
•Pier 1 Imports’ system of internal control,
•Pier 1 Imports’ compliance with legal and regulatory requirements,
•Pier 1 Imports’ independent registered public accounting firm’s qualifications and independence, and
•the performance of Pier 1 Imports’ internal audit function and independent registered public accounting firm (including the
hiring, compensation and retention of such firm);
•prepare the audit committee report that is included in this proxy statement; and
•discuss the guidelines and policies governing the process by which risk assessment and management is undertaken by Pier 1
Imports.
As part of fulfilling its role in discussing the guidelines and policies governing the process by which risk assessment and
management is undertaken by Pier 1 Imports, the audit committee receives periodic reports from Pier 1 Imports’ management on
Pier 1 Imports’ assessment and management of identified risks. The audit committee updates the board of directors as needed
on those risks. From time-to-time the entire board, another committee of the board or a specially designated committee of the
board may assist the audit committee in this process.
Each member of the audit committee is independent pursuant to the NYSE independence requirements. The board of directors
has determined that each member is an audit committee financial expert, as defined by the SEC, and therefore has accounting
or related financial management expertise and is financially literate within the meaning of NYSE listing standards.
Compensation Committee. The compensation committee’s purpose is to:
•develop, review, approve and modify Pier 1 Imports’ compensation philosophy as necessary to achieve Pier 1 Imports’ overall
business strategies and goals, attract and retain key executives, link compensation to organizational performance and provide
competitive compensation opportunities;
•discharge (except to the extent otherwise governed by an existing employment contract or other arrangement approved by
the board of directors or compensation committee) the board of directors’ responsibilities relating to compensation of Pier 1
Imports’ non-employee directors, chief executive officer, executive officers, and other senior officers who report directly to Pier
1 Imports’ chief executive officer;
•establish, oversee and administer (except to the extent delegated in a governing plan document or otherwise) the policies and
plans that govern the components of the compensation of those individuals, including, but not limited to, cash, equity, short-
term and long-term incentives, bonus, special or supplemental benefits, and perquisites; and
•review periodic reports provided by management regarding leadership continuity and organizational development and provide
input to ensure that initiatives focused on leadership development, retention and succession planning are successfully
implemented.
The compensation committee may retain outside compensation consulting firms to assist in the evaluation of executive officer
and non-employee director compensation, and has the authority to obtain advice and assistance from independent legal counsel
and other compensation advisers.
The compensation committee and board of directors believe that Pier 1 Imports’ proven success has resulted, in large part, from
its ability to successfully attract, motivate and retain a qualified executive management team and that its future success will
depend on its ability to continue to do so. Accordingly, Pier 1 Imports’ overall compensation philosophy is that its executive
10 PIER 1 IMPORTS, INC. 2014 Proxy Statement