Pier 1 2014 Annual Report Download - page 96

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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTINGCOMPLIANCE
SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires Pier 1 Imports’ directors and executive
officers, and persons who own more than 10% of a registered class of Pier 1 Imports’ equity securities, to file with the SEC and
the NYSE reports disclosing their ownership and changes in ownership of Pier 1 Imports’ common stock or other equity
securities. Pier 1 Imports’ executive officers, directors and greater than 10% shareholders are required by SEC regulations to
furnish Pier 1 Imports with copies of all Section 16(a) reports they file. To Pier 1 Imports’ knowledge, and based solely on a review
of the furnished Section 16(a) reports, all Section 16(a) filing requirements applicable to Pier 1 Imports’ executive officers,
directors and greater than 10% beneficial owners during the last fiscal year were observed.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION; CERTAIN
RELATED PERSON TRANSACTIONS
Compensation Committee Interlocks and Insider Participation
Each director of Pier 1 Imports who served as a member of the compensation committee during the fiscal year ended March 1,
2014 is identified above under the caption “Director Attendance at Board and Committee Meetings and at the Annual Meeting of
Shareholders.” During fiscal 2014, there were no compensation committee interlocks or insider participation.
Related Person Transaction Policies and Procedures
Pier 1 Imports’ board of directors has adopted as part of its Code of Business Conduct and Ethics a written Related Person
Transaction Policies and Procedures that is administered by the nominating and corporate governance committee. Pier 1 Imports’
Code of Business Conduct and Ethics is available on its web site at www.pier1.com under the heading Investor Relations. The
policy applies to any transaction or series of transactions in which Pier 1 Imports is a participant, the amount involved exceeds
$120,000 annually and a related person has a direct or indirect material interest. The policy defines a “related person” as any
(a) person who is or was (since the beginning of the last fiscal year for which Pier 1 Imports has filed a Form 10-K and proxy
statement, even if they do not presently serve in that role) an executive officer, director or nominee for election as director,
(b) greater than 5% beneficial owner of Pier 1 Imports’ common stock, or (c) immediate family member of any of the foregoing.
Transactions that fall within the policy (“interested transactions”) will be reviewed by the committee for approval, ratification or
other action. Based on its consideration of all of the relevant facts and circumstances, the committee will decide whether or not
to approve the interested transaction and will approve only those interested transactions that are believed to be in the best
interest of Pier 1 Imports.
The policy provides that “certain interested transactions” are deemed to be pre-approved, even if the aggregate amount involved
will exceed $120,000. Those interested transactions are: (a) employment of executive officers, (b) director compensation,
(c) certain transactions with other companies if the aggregate amount involved does not exceed the greater of $1,000,000 or 2%
of the other company’s total annual revenues, (d) certain charitable contributions by Pier 1 Imports if the aggregate amount
involved does not exceed the lesser of $10,000 or 2% of the organization’s total annual receipts, (e) transactions where all
shareholders receive proportional benefits (e.g., dividends), (f) transactions involving competitive bids, (g) regulated transactions,
and (h) certain banking-related services. In addition, the policy delegates to the chair of the nominating and corporate governance
committee the authority to pre-approve or ratify any interested transaction in which the aggregate amount involved is expected to
be less than $250,000. During fiscal 2014, the chair of the nominating and corporate governance committee did not pre-
approve or ratify any transactions.
18 PIER 1 IMPORTS, INC. 2014 Proxy Statement