Pier 1 2016 Annual Report Download - page 100

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COMPENSATION
PROPOSAL NO. 2 – Advisory Approval of Executive Compensation
A proposal to adopt a non-binding, advisory resolution to approve the compensation of Pier 1 Imports’ named
executive officersasdisclosed pursuant to the compensation disclosure rules of the Securities and Exchange
Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion
under the caption “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 (“NEOs”), 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 an annual say-on-
pay vote. Accordingly, Pier 1 Imports is soliciting 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 the NEOs is discussed and disclosed below in the Compensation Discussion and Analysis, compensation tables
and narrative. 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. Pier 1 Imports’ compensation programs are designed to enable it to attract and retain talented and
experienced senior executives to lead Pier 1 Imports successfully in a competitive environment.
Your vote on this resolution is advisory, and therefore not binding on Pier 1 Imports, the compensation committee, or the board of
directors. The vote will not be construed to create or imply any change to the fiduciary duties of the board of directors, or to create or
imply any additional fiduciary duties for the board of directors. However, Pier 1 Imports’ board of directors values the opinions of
shareholders, and, if the shareholders do not adopt the resolution set forth above, the compensation committee will consider
shareholder concerns and evaluate whether any actions are necessary to address those concerns.
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 resolution is required to approve this resolution. Abstentions will be counted as represented and entitled to vote
on this resolution and will have the effect of a vote “Against” the resolution. Broker non-votes will not be considered entitled to vote on
this resolution and will not be counted in determining the number of shares necessary for approval of the resolution.
The board of directors unanimously recommends
a vote “For” the 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
under the caption “Compensation.”
18 PIER 1 IMPORTS, INC. | 2016 Proxy Statement