Pier 1 2016 Annual Report Download - page 85

GOVERNANCE
The board of directors believes that good corporate governance is
a prerequisite to achieving business success. Pier 1 Imports’
board of directors has adopted written corporate governance
guidelines and policies designed to strengthen Pier 1 Imports’
corporate governance. Pier 1 Imports’ Corporate Governance
Guidelines include information related to the board’s role and
responsibilities, director qualifications and standards for
determining whether a director is independent. Each standing
committee of the board of directors has adopted a charter, which
sets forth the role and responsibilities of the respective committee.
In addition, Pier 1 Imports has adopted a Code of Business
Conduct and Ethics applicable to all of its directors, officers and
employees, including Pier 1 Imports’ chief executive officer, chief
financial officer and principal accounting officer. The nominating
and corporate governance committee is responsible for
overseeing and reviewing the Corporate Governance Guidelines
and the Code of Business Conduct and Ethics at least annually,
and recommending any proposed changes to the full board for
approval. The Pier 1 Imports, Inc. Corporate Governance
Guidelines, Code of Business Conduct and Ethics and charters for
the audit, compensation, and nominating and corporate
governance committees are available on Pier 1 Imports’ web site
at www.pier1.com by selecting “About” on the home page and
linking through the “Investor Relations” page. The Code of
Business Conduct and Ethics may be amended, modified or
waived by the board of directors, and waivers may also be granted
by the nominating and corporate governance committee, subject
to the disclosure and other provisions of the Securities Exchange
Act of 1934 (the “Exchange Act”), and the rules thereunder and the
applicable rules of the New York Stock Exchange (“NYSE”).
PROPOSAL NO. 1 – Election of Directors
The shareholders will vote to elect as directors the nine nominees
named below at the annual meeting of shareholders. Those
elected will serve on the board of directors until the next annual
meeting of shareholders and until their successors are elected and
qualified. The board of directors, upon the recommendation of the
nominating and corporate governance committee, has nominated
each person listed below to stand for election. Although Pier 1
Imports does not anticipate that any of the nominees will be
unable or unwilling to serve as a director, in the event that is the
case, the board of directors may reduce its size or choose a
substitute for that nominee.
In order to be elected, a nominee for director must receive the
affirmative vote of a majority of the votes cast with respect to such
nominee by the shares of common stock present in person or
represented by proxy at the annual meeting and entitled to vote on
the election of directors. A “majority of the votes cast” means that
the number of votes cast “For” a nominee exceeds the number of
votes cast “Against” the nominee. Abstentions and broker non-
votes are not considered as votes cast.
All incumbent directors were required to deliver an irrevocable
pre-election resignation to the corporate secretary prior to the
filing of this proxy statement with the Securities and Exchange
Commission (“SEC”). If a director fails to receive an affirmative
majority of the votes cast for his or her election, the nominating
and corporate governance committee, or other committee of
independent directors designated by the board, will determine
whether to accept such resignation in accordance with the bylaws
of Pier 1 Imports.
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.
PIER 1 IMPORTS, INC. | 2016 Proxy Statement 3