Pier 1 2015 Annual Report Download - page 87

QUESTIONS AND ANSWERS REGARDING THE PROXY STATEMENT AND ANNUAL MEETING
What are the voting requirements to elect the directors and to approve, or
advise the board of directors with respect to, each of the proposals discussed
in this proxy statement?
P ROPOSAL
V OTE
R EQUIRED
D ISCRETIONARY
V OTING
A LLOWED ?
No. 1 – Election of Directors Affirmative vote of a majority of the votes cast by the shares present in
person or represented by proxy at the annual meeting and entitled to vote on
the election of directors
No
No. 2 – Approval of 2015 Stock Incentive Plan Affirmative vote of a majority of the shares present in person or represented
by proxy at the annual meeting and entitled to vote on the matter
No
No. 3 – Adoption of Non-Binding Resolution
Approving Executive Compensation
Affirmative vote of a majority of the shares present in person or represented
by proxy at the annual meeting and entitled to vote on the matter
No
No. 4 – Ratification of Ernst & Young LLP Affirmative vote of a majority of the shares present in person or represented
by proxy at the annual meeting and entitled to vote on the matter
Yes
If you are a beneficial owner of shares, your broker, bank or other intermediary is entitled to vote your shares on the ratification of
the engagement of Ernst & Young LLP as Pier 1 Imports’ independent registered public accounting firm for fiscal 2016, even if
they, as the holder of record, do not receive voting instructions from you. If you are a beneficial owner, your broker, bank or other
intermediary is not entitled to vote on the election of directors, the approval of the Pier 1 Imports, Inc. 2015 Stock Incentive Plan,
or on the non-binding, advisory resolution to approve the compensation of Pier 1 Imports’ named executive officers, absent
voting instructions from you. Without your voting instructions, a broker non-vote will occur on these proposals.
How are abstentions and “broker non-votes” counted in voting?
Election of Directors:
A “majority of the votes cast” means that the number of votes cast “For” a nominee for director exceeds the number of votes cast
“Against” the nominee. Abstentions and broker non-votes are not considered as votes cast.
Other Proposals:
Broker non-votes will not be counted as a vote either “For” or “Against” PROPOSAL NO. 2 (approval the Pier 1 Imports, Inc. 2015
Stock Incentive Plan) or PROPOSAL NO. 3 (non-binding, advisory resolution to approve the compensation of Pier 1 Imports’
named executive officers). An abstention will have the same effect as a vote “Against” PROPOSALS NO. 2, NO. 3 and NO. 4
(ratification of the engagement of Ernst & Young LLP as Pier 1 Imports’ independent registered public accounting firm for fiscal
2016).
Could other matters be decided at the annual meeting?
As of the date Pier 1 Imports began to deliver the Notice, it did not know of any matters to be brought before the annual meeting
other than those described in this proxy statement.
If you vote your shares over the Internet or by telephone, or you sign and return a proxy card or voting instruction form, and other
matters are properly presented at the annual meeting for consideration, the proxies appointed by the board of directors (the
persons named in your proxy card) will have the discretion to vote on those matters for you.
Who will pay for the cost of this proxy solicitation?
Pier 1 Imports has hired D.F. King & Co., Inc. to assist in soliciting proxies. Pier 1 Imports will pay all costs associated with the
solicitation, including D.F. King’s fees, which are $10,500 plus expenses. In addition to solicitations by mail, Pier 1 Imports’
PIER 1 IMPORTS, INC. 2015 Proxy Statement 5