Pier 1 2015 Annual Report Download - page 100

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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
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, except that a Form 4 was inadvertently not filed for each of
the following purchases made by Sharon M. Leite as a result of automatic dividend reinvestments with respect to a portion of her
Pier 1 Imports common stock: 11.5552 shares on May 3, 2012; 12.1535 shares on August 2, 2012; 9.713 shares on
November 1, 2012; 11.4976 shares on January 31, 2013; 10.5344 shares on May 9, 2013; 10.9193 shares on August 8,
2013; 12.0940 shares on November 7, 2013; 16.3752 shares on February 6, 2014; 16.8443 shares on May 8, 2014; and
20.1922 shares on August 7, 2014.
Ms. Leite incurred short swing profit liability under Section 16(b) of the Securities Exchange Act of 1934 with respect to certain of
the above dividend reinvestment purchases that were matchable with sales made within six months of those purchases.
Ms. Leite has paid Pier 1 Imports $149.85, representing the full amount of the profit realized in connection with these
transactions.
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
February 28, 2015 is identified above under the caption “Director Attendance at Board and Committee Meetings and at the
Annual Meeting of Shareholders.” During fiscal 2015, 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 written Related Person
Transaction Policies and Procedures that are 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,
18 PIER 1 IMPORTS, INC. 2015 Proxy Statement