Pier 1 2016 Annual Report Download - page 133

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QUESTIONS AND ANSWERS REGARDING THE PROXY STATEMENT AND ANNUAL MEETING
How are abstentions and “broker non-votes” counted in determining the presence of
aquorum?
Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A “broker non-
vote” occurs when a broker, bank or other intermediary holding shares for a beneficial owner does not vote on a particular proposal
because that holder does not have discretionary voting power to vote on that proposal and has not received voting instructions from the
beneficial owner.
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?
PROPOSAL VOTE
REQUIRED
DISCRETIONARY
VOTING
ALLOWED?
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 – Advisory Approval of
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. 3 – Ratification of Engagement 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 2017, 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 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.
PIER 1 IMPORTS, INC. | 2016 Proxy Statement 51