Pier 1 2015 Annual Report Download - page 91

MATTERS RELATING TO CORPORATE GOVERNANCE, BOARD STRUCTURE, DIRECTOR COMPENSATION AND STOCK OWNERSHIP
product concerns or inquiries, new product suggestions, résumés and other forms of job inquiries, surveys and business
solicitations or advertisements. In addition, Pier 1 Imports will not distribute unsuitable material to its directors, including material
that is unduly hostile, threatening or illegal.
Director Nomination Process
Board Member Qualification Criteria
The board of directors has adopted Board Member Qualification Criteria, which are contained in the Corporate Governance
Guidelines, that set out the attributes and qualifications considered by the nominating and corporate governance committee in
evaluating nominees for director. The primary qualities and characteristics the committee looks for in nominees for director are:
•management and leadership experience;
•relevant knowledge and diversity of background and experience; and
•personal and professional ethics, integrity and professionalism.
The committee believes that the board of directors should be comprised of individuals who have achieved a high level of
distinction in business, education or public service. As a group, the board of directors should possess a diverse and broad range
of skills, perspectives and experience relevant to Pier 1 Imports’ business, such as:
•accounting and financial literacy;
•general knowledge of the retail industry;
•information technology experience;
•international business experience; and
•chief executive officer, chief financial officer or other senior management experience.
Although the Board Member Qualification Criteria do not contain a specific policy addressing diversity, the nominating and
corporate governance committee considers whether each nominee complements and lends to a diverse and broad range of
skills, perspectives and experience required of Pier 1 Imports’ board of directors.
Internal Process for Identifying Candidates
Members of the nominating and corporate governance committee or other Pier 1 Imports’ directors or executive officers may,
from time to time, identify potential candidates for nomination for election to Pier 1 Imports’ board of directors. The committee
typically considers candidates for nomination to Pier 1 Imports’ board of directors in March (the first month of the fiscal year) of
each year. All proposed nominees, including candidates recommended for nomination by shareholders in accordance with the
procedures described below, will be evaluated in light of Pier 1 Imports’ Corporate Governance Guidelines, the Board Member
Qualification Criteria and the projected needs of the board of directors at the time. The committee may retain a search firm to
assist in identifying potential candidates for nomination to the board of directors. The search firm’s responsibilities may include
identifying and evaluating candidates believed to possess the qualities and characteristics set forth in the Board Member
Qualification Criteria, as well as providing background information on potential nominees and interviewing and screening
nominees if requested to do so by the committee.
Shareholder Recommendations for Directors
The nominating and corporate governance committee will consider candidates recommended by shareholders for nomination for
election to Pier 1 Imports’ board of directors. In order for a candidate recommended by a shareholder to be considered by the
committee for inclusion as a nominee for director at the 2016 annual meeting of shareholders, the candidate must meet the
Board Member Qualification Criteria described above and must consent to and be expressly interested in and willing to serve as
a Pier 1 Imports director. The committee will then consider the independence of the candidate and evaluate the candidate in light
of Pier 1 Imports’ Corporate Governance Guidelines and Board Member Qualification Criteria described above.
A shareholder who wishes to recommend a candidate for consideration by the nominating and corporate governance committee
for inclusion as a nominee for director at the 2016 annual meeting of shareholders should forward by certified or express mail the
candidate’s name, business or residence address, principal occupation or employment and a description of the candidate’s
PIER 1 IMPORTS, INC. 2015 Proxy Statement 9