Pier 1 2015 Annual Report Download - page 112

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EQUITY COMPENSATION PLAN INFORMATION
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth certain information regarding Pier 1 Imports’ equity compensation plans as of February 28, 2015.
Plan Category
Number of Securities
to be Issued
Upon Exercise
of Outstanding
Options, Warrants
and Rights
Weighted-Average
Exercise Price of
Outstanding
Options,
Warrants and
Rights
Number of Securities
Remaining Available for Future
Issuance Under Equity
Compensation Plans
(Excluding Securities
Reflected in the First Column)
Equity compensation plans approved by Shareholders
Pier 1 Imports, Inc. 1999 Stock Plan 170,000 $14.29 —
Pier 1 Imports, Inc. 2006 Stock Incentive Plan 334,548 $ 8.91 3,447,563 (1)
Pier 1 Imports, Inc. Stock Purchase Plan — — 3,601,766
Equity compensation plans not approved by Shareholders (2) 944,000 $ 6.69 —
Total: 1,448,548 $ 8.09 6,553,896
(1) As of April 27, 2015, the plan had 2,924,592 shares available for issuance.
(2) Equity compensation plans not approved by shareholders represent the employment inducement stock option awards granted to Mr. Smith on February 19, 2007.
The affirmative vote of a majority of the shares of common stock present in person or represented by proxy at the annual meeting
and entitled to vote on this proposal is required to approve the Pier 1 Imports, Inc. 2015 Stock Incentive Plan. Abstentions will be
counted as represented and entitled to vote on this proposal and will have the effect of a vote “Against” the proposal. Broker
non-votes will not be considered entitled to vote on this proposal and will not be counted in determining the number of shares
necessary for approval of the proposal.
The board of directors unanimously recommends a vote “For” approval of the Pier 1 Imports, Inc. 2015
Stock Incentive Plan.
PROPOSAL NO. 3 — To Adopt a Non-binding, Advisory Resolution to Approve
the Compensation of Pier 1 Imports’ Named Executive Officers as Disclosed
Pursuant to the Compensation Disclosure Rules of the Securities and
Exchange Commission, Including the Compensation Discussion and Analysis,
Compensation Tables and Narrative Discussion Below Under the Caption
“Executive Compensation”
General Information
Under rules adopted by the SEC pursuant to Section 14A of the Exchange Act, Pier 1 Imports’ shareholders are entitled to vote
not less frequently than every three years upon an advisory, non-binding resolution approving the compensation of Pier 1 Imports’
named executive officers, as disclosed pursuant to the disclosure rules of the SEC, including the Compensation Discussion and
Analysis, compensation tables and narrative discussion (commonly called the “say-on-pay vote”). At Pier 1 Imports’ annual
meeting of shareholders held on June 28, 2011, its shareholders indicated in an advisory vote that they overwhelmingly favored
the say-on-pay vote every year. Accordingly, Pier 1 Imports is including in this proxy statement a non-binding, advisory
shareholder vote on Pier 1 Imports’ executive compensation as described in this proxy statement. Shareholders are being asked
to vote on the following resolution:
RESOLVED, that the compensation of Pier 1 Imports’ named executive officers, as disclosed pursuant to the compensation
disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis,
compensation tables and narrative discussion, is hereby APPROVED.
The compensation of Pier 1 Imports’ named executive officers, as disclosed by the Compensation Discussion and Analysis,
compensation tables and narrative discussion, is shown below under the caption “Executive Compensation.” As discussed in
those disclosures, the board of directors and management believe that the compensation policies, principles, objectives and
practices of Pier 1 Imports are focused on pay-for-performance and are strongly aligned with the long-term interests of its
shareholders. Compensation of Pier 1 Imports’ named executive officers is designed to enable it to attract and retain talented and
experienced senior executives to lead Pier 1 Imports successfully in a competitive environment.
30 PIER 1 IMPORTS, INC. 2015 Proxy Statement