def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant o |
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Check the appropriate box: |
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o Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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þ Definitive Proxy Statement |
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o Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
Pier 1 Imports, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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þ No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11. |
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1) Title of each class of securities to which transaction applies: |
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2) Aggregate number of securities to which transaction applies: |
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
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4) Proposed maximum aggregate value of transaction: |
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o Fee paid previously with preliminary materials. |
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o Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing. |
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1) Amount Previously Paid: |
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2) Form, Schedule or Registration Statement No.: |
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SEC 1913 (11-01) |
Persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a currently valid
OMB control number. |
PIER
1 IMPORTS, INC.
100
Pier 1 Place
Fort Worth, Texas 76102
May 15, 2008
Dear Shareholder:
The board of directors and management cordially invite you to
attend Pier 1 Imports annual meeting of shareholders
to be held at 10:00 a.m., local time, on Friday,
June 20, 2008, at Pier 1 Imports corporate
headquarters, Mezzanine Level, Conference Room C, 100
Pier 1 Place, Fort Worth, Texas 76102. The formal
notice of the annual meeting of shareholders and proxy statement
are attached. Please read them carefully. We are pleased to
offer a live webcast of the annual meeting at www.pier1.com by
linking through the Investor Relations page and then
the Events page.
It is important that your shares be voted at the meeting in
accordance with your preference. If you do not plan to attend,
you may vote your proxy by telephone, Internet or mail. A
toll-free telephone number and web site address are included on
your proxy card. If you choose to vote by mail, please complete
the proxy card located in the envelopes address window by
indicating your vote on the issues presented and sign, date and
return the proxy card in the prepaid envelope provided. If you
are able to attend the meeting and wish to vote in person, you
may withdraw your proxy at that time. See the response to the
question How do I vote? below for a more detailed
description of voting procedures and the response to the
question Do I need an admission ticket to attend the
annual meeting? below for our procedures for admission to
the meeting.
Sincerely,
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Alexander W. Smith
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Tom M. Thomas
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President and Chief Executive Officer
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Chairman of the Board
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TABLE OF CONTENTS
PIER
1 IMPORTS, INC.
100
Pier 1 Place
Fort Worth, Texas 76102
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
Pier 1 Imports annual meeting of shareholders will be
held on Friday, June 20, 2008, at 10:00 a.m., local
time, at Pier 1 Imports corporate headquarters,
Mezzanine Level, Conference Room C, 100 Pier 1 Place,
Fort Worth, Texas 76102 for the following purposes:
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(1)
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to elect as directors the eight nominees named in the attached
proxy statement to hold office until the next annual meeting of
shareholders and until their successors are elected and
qualified;
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(2)
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to vote on a proposal to approve a restatement and amendment of
the Pier 1 Imports, Inc. Stock Purchase Plan;
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(3)
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to vote on a proposal to ratify the Audit Committees
approval to engage Ernst & Young LLP as Pier 1
Imports independent registered public accounting firm for
fiscal 2009;
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(4)
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to vote on a shareholder proposal, if properly submitted at the
meeting; and
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(5)
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to transact any other business as may properly come before the
annual meeting or any adjournment or postponement of the meeting.
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Only shareholders of record at the close of business on
April 21, 2008 (which is the record date for the annual
meeting of shareholders) will be entitled to vote at the annual
meeting.
Pier 1 Imports will begin sending this combined proxy
statement and annual report and the enclosed proxy card, to all
shareholders entitled to vote, on or about May 15, 2008.
By order of the board of directors,
Michael A. Carter
Senior Vice President and General Counsel,
Corporate Secretary
May 15, 2008
Fort Worth, Texas
PLEASE
PROMPTLY SUBMIT YOUR PROXY BY MAIL,
TELEPHONE OR INTERNET WHETHER OR NOT YOU INTEND
TO BE PRESENT AT THE ANNUAL MEETING.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 20, 2008:
The Notice of Annual Meeting, Proxy Statement, and 2008 Annual
Report
are available on our web site at
http://www.pier1.com/annualreport.
PIER
1 IMPORTS, INC.
100
Pier 1 Place
Fort Worth, Texas 76102
PROXY
STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
To Be
Held June 20, 2008
Questions
and Answers Regarding the Annual Meeting
Why did I
receive these proxy materials?
These proxy materials are being mailed, to all shareholders
entitled to vote, beginning on or about May 15, 2008. We
are providing them to you in connection with the solicitation by
the board of directors of Pier 1 Imports, Inc., a Delaware
corporation, of proxies to be voted at our 2008 annual meeting
of shareholders and at any adjournment or postponement of the
meeting.
You are receiving these proxy materials because you own shares
of Pier 1 Imports common stock that entitle you to
vote at the meeting. Financial and other information concerning
Pier 1 Imports is contained in our Annual Report for the
fiscal year ended March 1, 2008. By use of a proxy, you can
vote on the matters to be decided at the meeting without
actually attending the meeting in person.
You are invited to attend our annual meeting of shareholders on
June 20, 2008, beginning at 10:00 a.m., local time.
The annual meeting will be held at Pier 1 Imports
corporate headquarters, Mezzanine Level, Conference Room C,
100 Pier 1 Place, Fort Worth, Texas 76102.
Shareholders will be admitted to the annual meeting shortly
before it begins at 10:00 a.m., local time. Seating will be
limited. You will need an admission ticket or proof of ownership
to enter the annual meeting. See the response to the question
Do I need an admission ticket to attend the annual
meeting? below. Directions to Pier 1 Imports
corporate headquarters are located on the last page of this
proxy statement.
Pier 1 Imports corporate headquarters is accessible
to disabled persons and, upon request, we will provide wireless
headsets for hearing amplification. Sign interpretation also
will be provided upon request. To request either of these
accommodations, please contact our Investor Relations Department
on or before June 9, 2008. You may make your request by
mail to Pier 1 Imports, Inc., Attn.: Investor Relations
Department, 100 Pier 1 Place, Fort Worth, Texas 76102 or by
telephone at (817) 252-7835 or toll-free at (888) 807-4371.
Pursuant to new rules promulgated by the Securities and Exchange
Commission (SEC), we have elected to provide access
to our proxy materials both by sending you this full set of
proxy materials, including a proxy card, and by notifying you of
the availability of our proxy materials on the Internet. This
proxy statement and our 2008 Annual Report are available on our
web site at http://www.pier1.com/annualreport. Additionally, and
in accordance with new SEC rules, you may access our proxy
statement and 2008 Annual Report at
http://bnymellon.mobular.net/bnymellon/pir,
which does not have cookies that identify visitors
to the site.
What will
the shareholders vote on at the annual meeting?
The shareholders will be asked to vote on the following items:
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the election as directors of the eight nominees named in this
proxy statement to hold office until the next annual meeting of
shareholders and until their successors are elected and
qualified;
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a proposal to approve a restatement and amendment of the
Pier 1 Imports, Inc. Stock Purchase Plan;
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a proposal to ratify the Audit Committees approval to
engage Ernst & Young LLP as Pier 1 Imports
independent registered public accounting firm for fiscal 2009;
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a shareholder proposal, if properly submitted at the
meeting; and
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any other business as may properly come before the annual
meeting or any adjournment or postponement of the meeting.
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Who is
entitled to vote at the annual meeting?
Holders of Pier 1 Imports common stock at the close
of business on April 21, 2008, are entitled to receive this
notice and to vote their shares at the annual meeting. As of
that date, there were 89,036,575 shares of common stock
outstanding and entitled to vote. Each share of common stock is
entitled to one vote on each matter properly brought before the
annual meeting.
What is
the difference between holding shares as a shareholder of record
and as a beneficial owner?
If your shares are registered directly in your name with our
transfer agent, Mellon Investor Services LLC, you are
considered, with respect to those shares, the shareholder
of record. The notice of annual meeting, proxy statement,
proxy card and accompanying documents have been sent directly to
you by us.
If your shares are held in a stock brokerage account or by a
bank or other holder of record, you are considered the
beneficial owner of shares held in street name. The
notice of annual meeting, proxy statement, proxy card and
accompanying documents have been forwarded to you by your
broker, bank or other shareholder of record who is considered,
with respect to those shares, the shareholder of record. As the
beneficial owner, you have the right to direct your broker, bank
or other shareholder of record on how to vote your shares by
using the voting instruction card included in the mailing or by
following their instructions for voting by telephone or on the
Internet.
How do I
vote?
You may vote using any of the following methods:
Be sure to complete, sign and date the proxy card or voting
instruction card and return it in the prepaid envelope. If you
are a shareholder of record and you return your signed proxy
card but do not indicate your voting preferences, the persons
named in the proxy card will vote the shares represented by that
proxy as recommended by the board of directors.
If you are a shareholder of record, and the prepaid envelope is
missing, please mail your completed proxy card to BNY Mellon
Shareowner Services, Proxy Processing, P.O. Box 3510,
S. Hackensack, New Jersey
07606-9210.
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By telephone or on the Internet
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The telephone and Internet voting procedures established by us
for shareholders of record are designed to authenticate your
identity, to allow you to give your voting instructions and to
confirm that those instructions have been properly recorded.
You can vote by calling the toll-free telephone number on your
proxy card. Please have your proxy card in hand when you call.
Easy-to-follow voice prompts allow you to vote your shares and
confirm that your instructions have been properly recorded. If
you are located outside the U.S. and Canada please use the
mail or Internet voting methods.
The web site for Internet voting is
http://www.proxyvoting.com/pir.
Please have your proxy card in hand when you go online. As with
telephone voting, you can confirm that your instructions have
been properly recorded.
Telephone and Internet voting facilities for shareholders of
record will be available 24 hours a day, and will close at
11:59 p.m. Eastern Time on June 19, 2008.
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The availability of telephone and Internet voting for beneficial
owners will depend on the voting processes of your broker, bank
or other shareholder of record. We therefore recommend that you
follow the voting instructions in the materials you receive.
If you vote by telephone or on the Internet, you do not have to
return your proxy card or voting instruction card.
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In person at the annual meeting
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All shareholders may vote in person at the annual meeting. You
may also be represented by another person at the annual meeting
by executing a proper proxy designating that person. If you are
a beneficial owner of shares, you must obtain a legal proxy from
your broker, bank or other shareholder of record and present it
to the inspector of election with your ballot to be able to vote
at the annual meeting.
Your vote is important. Your timely response can save us the
expense of attempting to contact you again.
What can
I do if I change my mind after I vote my shares?
If you are a shareholder of record, you can revoke your proxy
before it is exercised by:
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written notice to our corporate secretary at 100 Pier 1
Place, Fort Worth, Texas 76102;
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timely delivery of a valid, later-dated proxy or a later-dated
vote by telephone or on the Internet; or
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voting by ballot at the annual meeting.
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If you are a beneficial owner of shares, you may submit new
voting instructions by contacting your bank, broker or other
shareholder of record. You may also vote in person at the annual
meeting if you obtain a legal proxy as described in the answer
to the previous question.
All shares that have been properly voted and not revoked will be
voted at the annual meeting.
What
shares are included on the proxy card?
If you are a shareholder of record you will receive only one
proxy card for all the shares you hold:
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in certificate form
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in book-entry form
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in book-entry form purchased through the Pier 1 Imports,
Inc. Direct Stock Purchase and Dividend Reinvestment Plan;
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and if you are a Pier 1 Imports employee:
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in the Pier 1 Imports, Inc. Stock Purchase Plan
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in book-entry form granted under the Pier 1 Imports, Inc.
Management Restricted Stock Plan and the Pier 1 Imports,
Inc. 2006 Stock Incentive Plan as a restricted stock award.
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If you are a Pier 1 Imports employee who participates in
the Pier 1 Imports, Inc. Stock Purchase Plan and you do not
vote or specify your voting instructions on your proxy card, the
administrator of the Pier 1 Imports, Inc. Stock Purchase
Plan will vote the shares allocated to you through the
Pier 1 Imports, Inc. Stock Purchase Plan in the same
proportion as the shares held in the Pier 1 Imports, Inc.
Stock Purchase Plan for which voting instructions have been
received are voted.
If you are a beneficial owner, you will receive voting
instructions, and information regarding consolidation of your
vote, from your bank, broker or other shareholder of record.
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What will
happen if I sign and return my proxy card with no voting
instructions?
If you sign and return your proxy card with no voting
instructions with respect to a matter to be voted on, your
shares will be voted in accordance with the recommendation of
the board of directors contained in this proxy statement.
Who will
count the vote?
Representatives of our transfer agent, Mellon Investor Services
LLC, will tabulate the votes and act as inspector of election.
Is there
a list of shareholders entitled to vote at the annual
meeting?
The names of shareholders of record entitled to vote at the
annual meeting will be available at the annual meeting and for
ten days prior to the meeting for any purpose germane to the
meeting, between the hours of 8:00 a.m. and 5:00 p.m.,
local time, at our corporate headquarters at 100 Pier 1
Place, Fort Worth, Texas 76102, by contacting our corporate
secretary.
What
constitutes a quorum?
The presence of the holders of a majority of the outstanding
shares of common stock entitled to vote at the annual meeting,
present in person or represented by proxy, is necessary to
constitute a quorum.
How are
abstentions and broker non-votes counted in
determining the presence of a quorum?
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 bank, broker
or other holder of record holding shares for a beneficial owner
does not vote on a particular proposal because that holder does
not have discretionary voting power for that particular item and
has not received instructions from the beneficial owner. An
abstention, if allowed for a proposal, will not be counted as
voting FOR a matter, and, therefore, will have the
same effect as a vote AGAINST the matter. Broker
non-votes will not be counted as a vote either FOR
or AGAINST the matter.
What are
the voting requirements to elect the directors and to approve
each of the proposals discussed in this proxy
statement?
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Discretionary
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Vote
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Voting
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Proposal
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Required
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Allowed?
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Election of Directors
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Majority of the shares present in person or represented by proxy
at the annual meeting and entitled to vote for the election of
directors
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Yes
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Stock Purchase Plan Restatement and Amendment
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Majority of the shares present in person or represented by proxy
at the annual meeting and entitled to vote on the proposal
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No
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Ratification of Ernst & Young LLP
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Majority of the shares present in person or represented by proxy
at the annual meeting and entitled to vote on the proposal
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Yes
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Shareholder Proposal
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If properly presented at the meeting, a majority of the shares
present in person or represented by proxy at the annual meeting
and entitled to vote on the proposal
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No
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If you are a beneficial owner, your bank, broker or other
shareholder of record is permitted to vote your shares on the
election of directors and the ratification of Ernst &
Young LLP as our independent registered public accounting firm,
even if the shareholder of record does not receive voting
instructions from you. The shareholder of record may not vote on
approval of the Stock Purchase Plan restatement and amendment,
or on
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the shareholder proposal, absent instructions from you. Without
your voting instructions, a broker non-vote will occur on these
items.
Could
other matters be decided at the annual meeting?
At the date this proxy statement went to press, we did not know
of any matters to be raised at the annual meeting other than
those referred to in this proxy statement.
If you have returned your signed and completed proxy card 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 if you are a shareholder
of record) will have the discretion to vote on those matters for
you.
Can I
access the notice of annual meeting, proxy statement, and
accompanying documents on the Internet?
The notice of annual meeting, proxy statement, and accompanying
documents are available on our web site at
http://www.pier1.com/annualreport, or at
http://bnymellon.mobular.net/bnymellon/pir, which does not have
cookies that identify visitors to the site.
Instead of receiving future copies of our proxy statement and
annual report materials by mail, share-holders can elect to
receive an
e-mail that
will provide electronic links to these materials. Opting to
receive or access your proxy materials online will save us the
cost of reproducing and mailing documents to your home or
business, and also will give you an electronic link to the proxy
voting site.
Shareholders of Record: You may enroll in
MLinkSM
offered by Pier 1 Imports transfer agent, Mellon Investor
Services LLC, for online access to our future proxy statement
and annual report materials by going to
http://bnymellon.com/shareowner/isd and logging into, or
activating, your Investor
ServiceDirect®
account where
step-by-step
instructions will prompt you through the enrollment process.
Beneficial Owners: If you hold your shares in
a brokerage account, you also may have the opportunity to
receive or access copies of these materials electronically.
Please check the information provided in the proxy materials
mailed to you by your bank or other shareholder of record
regarding the availability of this service.
Who will
pay for the cost of this proxy solicitation?
We have hired Mellon Investor Services LLC to assist us in
soliciting proxies. We will pay all costs associated with the
solicitation, including Mellons fees, which it expects to
be approximately $9,500, and all mailing and delivery expenses.
In addition to solicitations by mail, our officers and employees
may solicit proxies on behalf of Pier 1 Imports personally
and by telephone or other means, for which they will receive no
compensation beyond their normal compensation. We may also make
arrangements with brokerage houses and other custodians,
nominees and fiduciaries to forward solicitation material to the
beneficial owners of stock held of record by such persons, and
we will reimburse them for their reasonable out-of-pocket and
clerical expenses.
Do I need
an admission ticket to attend the annual meeting?
You will need an admission ticket or proof of ownership to enter
the annual meeting. An admission ticket is attached to your
proxy card if you hold shares directly in your name as a
shareholder of record. If you plan to attend the annual meeting,
please vote your proxy but keep the admission ticket and bring
it with you to the annual meeting.
If your shares are held beneficially in the name of a bank,
broker or other holder of record and you plan to attend the
annual meeting, you must present proof of your ownership of
Pier 1 Imports common stock, such as a bank or
brokerage account statement, to be admitted to the annual
meeting. If you would rather have
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an admission ticket, you can obtain one in advance by mailing a
written request, along with proof of your ownership of
Pier 1 Imports common stock, to:
Pier 1 Imports, Inc.
Attn.: Investor Relations Department
100 Pier 1 Place
Fort Worth, Texas 76102
No cameras, recording equipment, electronic devices, large bags,
briefcases or packages will be permitted in the annual meeting.
If you have any further questions about attending the meeting,
please call our Investor Relations Department at
(817) 252-7835
or toll-free at
(888) 807-4371.
Will the
annual meeting be webcast?
Our annual meeting also will be webcast live on the date and
time of the meeting. You are invited to visit www.pier1.com by
linking through the Investor Relations page and then
Events page at 10:00 a.m., local time, on
June 20, 2008, to access the webcast of the annual meeting.
An archived copy of the webcast also will be available on our
web site for a period of 90 days.
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MATTERS
RELATING TO CORPORATE GOVERNANCE, BOARD STRUCTURE,
DIRECTOR COMPENSATION AND STOCK OWNERSHIP
Corporate
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 formal written
corporate governance guidelines, policies and procedures
designed to strengthen Pier 1 Imports corporate
governance. Among other things, the guidelines contain standards
for determining whether a director is independent, a code of
business conduct and ethics applicable to all of Pier 1
Imports directors, officers and employees, and charters
for each of the board of directors committees. The
nominating and corporate governance committee is responsible for
overseeing and reviewing the guidelines at least annually, and
recommending any proposed changes to the full board for its
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 under the heading Investor
Relations Corporate Governance and are available in
print free of charge to any shareholder who requests a copy by
contacting our Investor Relations Department in writing at
Pier 1 Imports, Inc., Attn.: Investor Relations Department,
100 Pier 1 Place, Fort Worth, Texas 76102, or by
telephone at
(817) 252-7835
or toll-free at
(888) 807-4371.
Director
Independence
It is Pier 1 Imports policy that the board of
directors will at all times consist of a majority of independent
directors. In addition, all members of the audit committee,
compensation committee, and nominating and corporate governance
committee must be independent. To be considered independent, a
director must satisfy both the subjective and objective
independence requirements established by the New York Stock
Exchange (NYSE). In assessing independence under the
subjective test, the board of directors takes into account the
standards in the objective tests, and reviews and discusses
additional information provided by the directors and Pier 1
Imports with regard to each directors business and
personal activities as they may relate to Pier 1 Imports
and Pier 1 Imports management. Based on the
foregoing, as required by NYSE rules, the board of directors
makes a subjective determination as to each independent director
that no relationship exists with Pier 1 Imports which, in
the opinion of the board of directors, is material. The board of
directors has not established categorical standards or
guidelines to make these subjective determinations. The board of
directors will consider and apply all relevant facts and
circumstances relating to a director in determining whether that
director is independent.
Based on the NYSE independence requirements, the board of
directors has determined that seven of the eight members of the
board of directors are independent. They are directors
Mrs. Katz, Ms. Smith and Messrs. Thomas,
Burgoyne, Ferrari, Holland and London. Pier 1 Imports
president and chief executive officer, Alexander W. Smith, is
the eighth member of the board of directors. Independence for
the non-employee directors was considered under both the
subjective and objective requirements of the NYSE. In other
words, none of the non-employee directors was disqualified from
independent status under the objective standard, and under the
subjective standard each non-employee director was determined
not to have a material relationship with Pier 1 Imports.
Meetings
of Independent Directors without Management Present
The independent directors of Pier 1 Imports met without
management present three times during the last fiscal year. The
chairman of the board of directors presides over these meetings.
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Procedures
for Communicating with Directors
The board of directors has established a process by which
shareholders and other interested parties can send
communications to board members. Shareholders and other
interested parties can send written communications to one or
more members of Pier 1 Imports board of directors,
addressed to:
[Name of Board Member], Board of Directors
Pier 1 Imports, Inc.
c/o Corporate
Secretary
100 Pier 1 Place
Fort Worth, Texas 76102
In addition, shareholders and other interested parties may
communicate with the chairman of the audit committee,
compensation committee, executive committee, or nominating and
corporate governance committee by sending an email to
auditchair@pier1.com, compchair@pier1.com,
executivechair@pier1.com, or corpgovchair@pier1.com,
respectively, as well as the independent directors as a group by
sending an email to independentdirectors@pier1.com.
Communications are distributed to the board of directors or to
the individual director or directors, as appropriate, depending
on the subject matter and facts and circumstances outlined in
the communication. Communications that are not related to the
duties and responsibilities of the board of directors or
committee will not be distributed, including spam, junkmail and
mass mailings, product complaints, product 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 set forth 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:
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management and leadership experience;
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relevant knowledge and diversity of background and experience;
and
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personal and professional ethics, integrity and professionalism.
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The committee also believes that the board of directors should
be composed of individuals who have achieved a high level of
distinction in business, accounting, finance, law, education or
public service and who possess one or more of the following
specific qualities or skills:
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financial expertise;
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general knowledge of the retail industry;
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information technology experience;
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international business experience; and
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chief executive officer, chief financial officer or other senior
management experience.
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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
to Pier 1 Imports board of directors. The committee
typically considers candidates for nomination to Pier 1
Imports board of directors in early March 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
8
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
firms 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 election to
Pier 1 Imports board of directors. A shareholder who
wishes to recommend a candidate for evaluation by the committee
for inclusion as a nominee for director at the 2009 annual
meeting of shareholders should forward by certified or express
mail the candidates name, business or residence address,
principal occupation or employment and a description of the
candidates qualifications to the Chairman of the
Nominating and Corporate Governance Committee, in care of the
corporate secretary, Pier 1 Imports, Inc.,
100 Pier 1 Place, Fort Worth, Texas 76102. To be
properly considered by the committee, Pier 1 Imports
corporate secretary must receive the recommendation and all
required information no later than 5:00 p.m., local time,
on January 15, 2009.
In order for a candidate recommended by a shareholder to be
considered by the committee for inclusion as a nominee for
director at the 2009 annual meeting of shareholders, the
candidate must meet the Board Member Qualification Criteria
described above and must be expressly interested and willing
to serve as a Pier 1 Imports director. The committee will
also consider the independence of the candidate and evaluate the
candidate in light of Pier 1 Imports Corporate
Governance Guidelines described above. The corporate secretary
will send properly submitted shareholder recommendations to the
chairman of the committee. Individuals recommended to the
committee by shareholders in accordance with these procedures
will be evaluated by the committee in the same manner as
individuals who are recommended through other means.
Shareholder
Nominations at Annual Meeting
Pier 1 Imports by-laws also permit a shareholder to
propose a candidate at an annual meeting of shareholders who is
not otherwise nominated by the board of directors through the
process described above if the shareholder complies with the
advance notice, information and consent provisions contained in
the by-laws. To comply with the advance notice provision of our
by-laws, a shareholder who wishes to nominate a director for
election at the 2009 annual meeting of shareholders must provide
Pier 1 Imports written notice no earlier than
March 22, 2009 and no later than April 21, 2009. You
may contact Pier 1 Imports corporate secretary to
obtain the specific information that must be provided with the
advance notice.
No shareholder nominated an individual for election to the board
of directors at Pier 1 Imports 2008 annual meeting of
shareholders.
Committees
of the Board of Directors
There are four standing committees of the board of directors.
They are the audit committee, the compensation committee, the
executive committee, and the nominating and corporate governance
committee. A brief description of each committees
functions follows:
Audit Committee. The audit committee provides
assistance to the board of directors in overseeing Pier 1
Imports accounting, auditing, financial reporting and
systems of internal controls. As part of its duties, the audit
committee is directly responsible for the appointment,
compensation, retention and oversight of Pier 1
Imports independent registered public accounting firm. The
audit committee also reviews Pier 1 Imports quarterly
and year-end financial statements. The board of directors has
determined that each member of the audit committee is
independent and is an audit committee financial expert, as
defined by the SEC, and therefore has accounting or related
financial management expertise and is financially literate
within the meaning of NYSE listing standards.
9
Compensation Committee. The compensation
committee oversees Pier 1 Imports administration of
base pay, short-term and long-term incentive compensation plans
(including equity-based plans), perquisites, and retirement
plans for Pier 1 Imports executive officers. The
committee has the authority to review and approve corporate
goals and objectives relevant to executive officer compensation
programs, evaluate the performance of executive officers in
light of those goals and objectives, evaluate overall company
performance and relative shareholder return, and make
recommendations to the board of directors on the establishment
and amendment of compensation programs for executive officers.
The compensation committee may, at any time, form and delegate
authority to subcommittees of the compensation committee with
responsibility for establishing corporate goals and objectives
relevant to executive officer compensation programs and the
design and administration of all elements of Pier 1
Imports compensation program. The committee may retain
and/or
terminate outside compensation consulting firms to assist in the
evaluation of executive officer compensation. The committee also
may recommend to the board of directors, at least every other
year, compensation for service to Pier 1 Imports as a
member of the board of directors. The committee has the
authority to obtain advice and assistance from internal or
external legal, accounting, and other advisors.
The compensation committee and board of directors believe that
attracting, retaining and motivating Pier 1 Imports
employees, and particularly Pier 1 Imports executive
management, are essential to Pier 1 Imports
performance and enhancing shareholder value. The committee will
continue to administer and develop Pier 1 Imports
compensation programs in a manner designed to achieve these
objectives. The committee also believes that the total
compensation opportunity provided for the executive officers
must be consistent with compensation of comparable peer group
companies and in the Dallas/Fort Worth labor market.
Base pay, short-term incentive and long-term incentive
compensation recommendations for the named executive officers
are presented to the compensation committee at their meeting in
March of each year. The presentation includes recommendations of
Pier 1 Imports chief executive officer, human
resources compensation group, or both, on those elements of
compensation, plus recommended plan design changes, if any, and
a summary of all awards to all eligible levels of management.
That presentation may also, from time to time, include survey
data from a peer group of retail companies for the compensation
committees consideration. That data may include studies
and recommendations from outside consultants. Generally, the
compensation committee and board of directors consider approval
of the fiscal year compensation in March (the first month of the
fiscal year) of each year with a targeted effective date in
April. Implementation of any equity grant portion of the
compensation for the year occurs after board of directors and
compensation committee approval. Pier 1 Imports
management, from time to time, retains outside consultants for
assistance and guidance in the formulation of new compensation
programs and the modification of existing compensation programs.
In fiscal 2008, Pier 1 Imports retained Hewitt Associates
LLC to provide management with market data for base pay and
short-term and long-term incentive comparisons from a peer group
of retail companies. Market data utilized for compensation
decisions was adjusted by Hewitt to account for size differences
among the comparable companies through the use of regression
analysis. Hewitt research, surveys and recommendations were
included in matters presented to the compensation committee
through August 2007.
In August 2007, the compensation committee began the process of
selecting a new executive compensation consultant. The committee
interviewed three consulting firms and selected Towers, Perrin,
Forster & Crosby, Inc. In its role as committee
consultant, Towers Perrin reports directly to and is accountable
to the committee, which has the authority to hire, retain, and
dismiss its advisor. Towers Perrin recommended a new peer group
of companies for benchmarking executive compensation and pay to
non-employee directors. The new peer group represents a select
group of specialty retailers, all of which are publicly traded.
The change in peer groups recommended by Towers Perrin was
accepted by the committee because it was believed that the
previous peer group included several large retailers whose
operations were not a relevant match to Pier 1
Imports scope of operations. Going forward Towers Perrin
will provide consulting on matters similar to what has been
provided to the committee in prior years.
Executive Committee. The executive committee
directs and manages Pier 1 Imports business and
affairs in the intervals between board of directors meetings. In
doing so, the committee has all of the powers and
10
authority of the full board in the management of Pier 1
Imports business, except for powers or authority that may
not be delegated to the committee as a matter of law or that are
delegated by the board of directors to another committee.
Nominating and Corporate Governance
Committee. The nominating and corporate
governance committee is responsible for considering and making
recommendations to the board of directors regarding nominees for
election to the board of directors and the membership of the
various board of directors committees. The committee is also
responsible for overseeing the Pier 1 Imports, Inc.
Corporate Governance Guidelines described earlier in this proxy
statement plus other corporate governance matters.
Directors
Attendance at Board and Committee Meetings and at the Annual
Meeting of Shareholders
In fiscal 2008, each director attended at least 75% of the total
number of board of directors meetings and meetings of the board
of directors committee or committees on which he or she served
and which were held during the time of his or her service as a
director
and/or
committee member. Although Pier 1 Imports has no formal
policy on the matter, all directors are encouraged to attend
Pier 1 Imports annual meeting of shareholders. Last
year, all then serving directors (other than Mr. Hoak who
was not standing for re-election) and the nominees for election,
Mr. Holland and Ms. Smith, attended Pier 1
Imports annual meeting of shareholders. Committee
memberships, the number of meetings of the full board and each
committee, and each directors dates of service for fiscal
2008 are shown in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominating and
|
|
|
|
|
|
|
|
|
|
|
Corporate
|
|
|
Board of
|
|
Audit
|
|
Compensation
|
|
Executive
|
|
Governance
|
Name
|
|
Directors
|
|
Committee
|
|
Committee
|
|
Committee
|
|
Committee
|
|
John H. Burgoyne
|
03/04/2007 to 03/01/2008
|
|
Member
|
|
|
|
|
|
|
|
|
03/04/2007 to 06/28/2007
|
|
|
|
|
|
Member
|
|
|
|
|
06/28/2007 to 03/01/2008
|
|
|
|
|
|
Chairman
|
|
|
|
|
Michael R. Ferrari
|
|
|
|
|
|
|
|
|
|
|
03/04/2007 to 03/01/2008
|
|
Member
|
|
Member
|
|
|
|
|
|
Chairman
|
James M. Hoak, Jr.(1)
|
03/04/2007 to 06/28/2007
|
|
Member
|
|
|
|
Chairman
|
|
Member
|
|
Member
|
Robert B. Holland, III
|
|
|
|
|
|
|
|
|
|
|
06/28/2007 to 03/01/2008
|
|
Member
|
|
|
|
Member
|
|
|
|
|
Karen W. Katz
|
03/04/2007 to 03/01/2008
|
|
Member
|
|
|
|
|
|
|
|
|
03/04/2007 to 06/28/2007
|
|
|
|
Member
|
|
|
|
|
|
|
06/28/2007 to 03/01/2008
|
|
|
|
|
|
Member
|
|
Member
|
|
|
Terry E. London
|
|
|
|
|
|
|
|
|
|
|
03/04/2007 to 03/01/2008
|
|
Member
|
|
Chairman
|
|
|
|
|
|
|
Alexander W. Smith
|
03/04/2007 to 03/01/2008
|
|
Member
|
|
|
|
|
|
Member
|
|
|
Cece Smith
|
|
|
|
|
|
|
|
|
|
|
06/28/2007 to 03/01/2008
|
|
Member
|
|
Member
|
|
|
|
|
|
Member
|
Tom M. Thomas
|
03/04/2007 to 03/01/2008
|
|
Chairman
|
|
|
|
|
|
Chairman
|
|
Member
|
Number of Meetings in Fiscal 2008
|
|
5
|
|
11
|
|
6
|
|
0
|
|
3
|
|
|
|
(1) |
|
Mr. Hoak announced to Pier 1 Imports nominating
and corporate governance committee on March 21, 2007 his
intention not to stand for re-election to the board of directors
at the 2007 annual meeting of shareholders. He cited his reasons
as pursuit of other business and personal matters and not
because of any disagreement on any matter relating to
Pier 1 Imports operations, policies or practices. |
11
Non-Employee
Director Compensation for the Fiscal Year Ended March 1,
2008
Fees
Paid to Directors
Directors who are Pier 1 Imports employees do not receive
any compensation for their board activities. Each director who
is not a Pier 1 Imports employee receives an annual cash
retainer of $150,000. In addition, the audit committee chairman
and compensation committee chairman each receive an additional
annual cash retainer of $25,000; the nominating and corporate
governance committee chairman receives an additional annual cash
retainer of $10,000; and the non-executive chairman of the board
of directors receives an additional annual cash retainer of
$75,000. During fiscal 2008, the annual retainers were paid
monthly in arrears. Non-employee directors do not receive stock
option or restricted stock grants or meeting fees.
All of Pier 1 Imports non-employee directors
participate in Pier 1 Imports Director Deferred Stock
Unit Program as set forth in the Pier 1 Imports, Inc. 2006
Stock Incentive Plan and the Pier 1 Imports, Inc. 1999
Stock Plan. During fiscal 2008, the program provided a mandatory
deferral of 50% for a portion of the year and an optional
deferral of up to 100% for a portion of the year of the annual
retainer fees. Deferred director annual retainer fees (but not
committee chair or chairman annual retainers) are matched 25% by
Pier 1 Imports and the total deferred fees and matching
contributions are converted into an equivalent value of deferred
stock units (DSUs). Deferred fees plus
matching contributions are converted to DSUs based on the
closing price of Pier 1 Imports common stock on the
first business day following the month in which the fees are
earned. The DSUs are credited to an account maintained by
Pier 1 Imports for each non-employee director. Each DSU is
the economic equivalent of one share of Pier 1
Imports common stock. Each DSU is eligible to receive
dividends payable on Pier 1 Imports common stock in
additional DSUs equal to the dividend per share of common
stock divided by the closing price of Pier 1 Imports
common stock on the dividend payable date. Pier 1 Imports
discontinued its quarterly cash dividend on October 2,
2006. The DSUs are settled in shares of Pier 1
Imports common stock within thirty (30) days after
the person ceases to be a member of the board of directors.
Fiscal
2008 Non-Employee Director Compensation Table
The following table sets forth a summary of the compensation
with respect to the fiscal year ended March 1, 2008 for
services rendered in all capacities to Pier 1 Imports by
its non-employee directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
Fees
|
|
|
|
|
|
|
|
Non-Qualified
|
|
|
|
|
|
|
Earned
|
|
|
|
|
|
Non-Equity
|
|
Deferred
|
|
|
|
|
|
|
or Paid
|
|
Stock
|
|
Option
|
|
Incentive Plan
|
|
Compensation
|
|
All Other
|
|
|
|
|
in Cash(1)
|
|
Awards(2)
|
|
Awards
|
|
Compensation
|
|
Earnings
|
|
Compensation
|
|
Total
|
Name
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
John H. Burgoyne
|
|
$
|
166,150
|
|
|
$
|
20,222
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
186,372
|
|
Michael R. Ferrari
|
|
$
|
159,212
|
|
|
$
|
18,660
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
177,872
|
|
James M. Hoak, Jr.
|
|
$
|
56,390
|
|
|
$
|
12,071
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
68,461
|
|
Robert B. Holland, III
|
|
$
|
101,233
|
|
|
$
|
25,308
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
126,541
|
|
Karen W. Katz
|
|
$
|
149,278
|
|
|
$
|
37,320
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
186,598
|
|
Terry E. London
|
|
$
|
175,257
|
|
|
$
|
18,920
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
194,177
|
|
Cece Smith
|
|
$
|
101,233
|
|
|
$
|
25,308
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
126,541
|
|
Tom M. Thomas
|
|
$
|
223,236
|
|
|
$
|
36,799
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
260,035
|
|
|
|
|
(1) |
|
This column represents the amount of cash compensation earned in
fiscal 2008 for board and committee service. As described in
footnote 2 below, either 50%, 75% or 100% of this cash
compensation was deferred. |
12
|
|
|
(2) |
|
This column represents the dollar value of Pier 1
Imports 25% match on director annual retainer fees (but
not committee chair or chairman annual retainers) deferred by
each director. This amount was converted to DSUs as shown
in the table below. The dollar amount recognized for fiscal 2008
financial statement reporting purposes was the grant date fair
value of such DSUs granted in fiscal 2008 in accordance
with SFAS No. 123 (Revised 2004), Share-Based
Payment (SFAS 123R). The number of
DSUs is calculated using the closing price of Pier 1
Imports common stock on the first business day following
the month the fees were earned, which price approximates the
fair value of the units. |
|
|
|
The following table shows fiscal 2008 DSUs for each
non-employee director given his or her fees, deferral percentage
and Pier 1 Imports match: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
|
|
|
|
Aggregate
|
|
|
Total
|
|
|
|
|
|
DSUs
|
|
DSUs
|
|
Deferred
|
|
DSUs
|
|
DSUs
|
|
|
Fiscal
|
|
|
|
Fiscal
|
|
Converted
|
|
Converted
|
|
During
|
|
Converted
|
|
Owned at
|
|
|
Year 2008
|
|
|
|
Year 2008
|
|
from
|
|
from 25%
|
|
Fiscal
|
|
from
|
|
Fiscal
|
|
|
Fees
|
|
|
|
Fees
|
|
Deferred
|
|
Company
|
|
Year
|
|
Deferred
|
|
2008
|
|
|
Earned
|
|
Deferral
|
|
Deferred
|
|
Fees
|
|
Match
|
|
2008
|
|
Dividends
|
|
Year-End
|
Name
|
|
($)
|
|
%
|
|
($)
|
|
(#)
|
|
(#)
|
|
($)
|
|
(#)
|
|
(#)
|
|
John H. Burgoyne
|
|
$
|
166,150
|
|
|
|
50%/75%(a
|
)
|
|
$
|
90,367
|
|
|
|
15,489
|
|
|
|
3,434
|
|
|
$
|
0
|
|
|
|
0
|
|
|
|
60,247
|
|
Michael R. Ferrari
|
|
$
|
159,212
|
|
|
|
50%
|
|
|
$
|
79,606
|
|
|
|
13,565
|
|
|
|
3,180
|
|
|
$
|
0
|
|
|
|
0
|
|
|
|
56,199
|
|
James M. Hoak, Jr.
|
|
$
|
56,390
|
|
|
|
100%
|
|
|
$
|
56,390
|
|
|
|
7,512
|
|
|
|
1,608
|
|
|
$
|
0
|
|
|
|
0
|
|
|
|
71,823
|
(b)
|
Robert B. Holland, III
|
|
$
|
101,233
|
|
|
|
100%
|
|
|
$
|
101,233
|
|
|
|
18,999
|
|
|
|
4,750
|
|
|
$
|
0
|
|
|
|
0
|
|
|
|
23,749
|
|
Karen W. Katz
|
|
$
|
149,278
|
|
|
|
100%
|
|
|
$
|
149,278
|
|
|
|
25,436
|
|
|
|
6,359
|
|
|
$
|
0
|
|
|
|
0
|
|
|
|
62,259
|
|
Terry E. London
|
|
$
|
175,257
|
|
|
|
50%
|
|
|
$
|
87,629
|
|
|
|
14,917
|
|
|
|
3,217
|
|
|
$
|
0
|
|
|
|
0
|
|
|
|
29,702
|
|
Cece Smith
|
|
$
|
101,233
|
|
|
|
100%
|
|
|
$
|
101,233
|
|
|
|
18,999
|
|
|
|
4,750
|
|
|
$
|
0
|
|
|
|
0
|
|
|
|
23,749
|
|
Tom M. Thomas
|
|
$
|
223,236
|
|
|
|
100%
|
|
|
$
|
223,236
|
|
|
|
38,057
|
|
|
|
6,284
|
|
|
$
|
0
|
|
|
|
0
|
|
|
|
105,035
|
|
|
|
|
(a) |
|
Effective January 1, 2008, Mr. Burgoyne elected to
defer 75% of his cash fees. |
|
(b) |
|
Upon the expiration of Mr. Hoaks term as a director
on June 28, 2007, his 71,823 DSUs were exchanged for
71,823 shares of Pier 1 Imports common stock. |
|
|
|
|
|
The following table shows the Pier 1 Imports common
stock closing price by month used to calculate the number of
DSUs to be received for deferred director fees plus
Pier 1 Imports match. This closing price also
represents the grant date fair value per share of each award in
accordance with SFAS 123R. |
|
|
|
|
|
|
|
Closing Price of Pier 1 Imports Common
|
|
|
Stock on First Business Day following the
|
Month in which Fees were Earned
|
|
Month in which Fees were Earned
|
|
March 2007
|
|
$
|
6.96
|
|
April 2007
|
|
$
|
7.46
|
|
May 2007
|
|
$
|
7.33
|
|
June 2007
|
|
$
|
8.26
|
(1)
|
July 2007
|
|
$
|
6.30
|
|
August 2007
|
|
$
|
6.10
|
|
September 2007
|
|
$
|
4.81
|
|
October 2007
|
|
$
|
4.81
|
|
November 2007
|
|
$
|
3.96
|
|
December 2007
|
|
$
|
5.23
|
|
January 2008
|
|
$
|
6.93
|
|
February 2008
|
|
$
|
5.51
|
|
|
|
|
(1) |
|
Upon the expiration of Mr. Hoaks term as a director
on June 28, 2007, his 71,823 DSUs were exchanged for
71,823 shares of Pier 1 Imports common stock.
The closing price of Pier 1 Imports common stock on
June 28, 2007, was $8.47. |
13
Stock options outstanding for each non-employee director on
March 1, 2008 are shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Number
|
|
|
|
|
|
|
|
|
|
|
|
|
of Outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options
|
|
Name
|
|
Grant Date
|
|
|
Expiration Date
|
|
|
Exercise Price
|
|
|
(Exercisable)
|
|
|
John H. Burgoyne
|
|
|
06/23/2006
|
|
|
|
06/23/2016
|
|
|
$
|
7.5500
|
|
|
|
6,000
|
|
|
|
|
07/01/2005
|
|
|
|
07/01/2015
|
|
|
$
|
14.2500
|
|
|
|
6,000
|
|
|
|
|
06/28/2004
|
|
|
|
06/28/2014
|
|
|
$
|
17.2500
|
|
|
|
6,000
|
|
|
|
|
06/27/2003
|
|
|
|
06/27/2013
|
|
|
$
|
20.3500
|
|
|
|
6,000
|
|
|
|
|
06/28/2002
|
|
|
|
06/28/2012
|
|
|
$
|
21.0000
|
|
|
|
6,000
|
|
|
|
|
06/29/2001
|
|
|
|
06/29/2011
|
|
|
$
|
11.5000
|
|
|
|
6,000
|
|
|
|
|
06/23/2000
|
|
|
|
06/23/2010
|
|
|
$
|
9.3125
|
|
|
|
6,000
|
|
|
|
|
06/25/1999
|
|
|
|
06/25/2009
|
|
|
$
|
10.8750
|
|
|
|
11,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53,000
|
|
Michael R. Ferrari
|
|
|
06/23/2006
|
|
|
|
06/23/2016
|
|
|
$
|
7.5500
|
|
|
|
6,000
|
|
|
|
|
07/01/2005
|
|
|
|
07/01/2015
|
|
|
$
|
14.2500
|
|
|
|
6,000
|
|
|
|
|
06/28/2004
|
|
|
|
06/28/2014
|
|
|
$
|
17.2500
|
|
|
|
6,000
|
|
|
|
|
06/27/2003
|
|
|
|
06/27/2013
|
|
|
$
|
20.3500
|
|
|
|
6,000
|
|
|
|
|
06/28/2002
|
|
|
|
06/28/2012
|
|
|
$
|
21.0000
|
|
|
|
6,000
|
|
|
|
|
06/29/2001
|
|
|
|
06/29/2011
|
|
|
$
|
11.5000
|
|
|
|
6,000
|
|
|
|
|
06/23/2000
|
|
|
|
06/23/2010
|
|
|
$
|
9.3125
|
|
|
|
6,000
|
|
|
|
|
06/25/1999
|
|
|
|
06/25/2009
|
|
|
$
|
10.8750
|
|
|
|
11,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53,000
|
|
Robert B. Holland, III
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Karen W. Katz
|
|
|
06/23/2006
|
|
|
|
06/23/2016
|
|
|
$
|
7.5500
|
|
|
|
6,000
|
|
|
|
|
07/01/2005
|
|
|
|
07/01/2015
|
|
|
$
|
14.2500
|
|
|
|
6,000
|
|
|
|
|
06/28/2004
|
|
|
|
06/28/2014
|
|
|
$
|
17.2500
|
|
|
|
6,000
|
|
|
|
|
06/27/2003
|
|
|
|
06/27/2013
|
|
|
$
|
20.3500
|
|
|
|
6,000
|
|
|
|
|
06/28/2002
|
|
|
|
06/28/2012
|
|
|
$
|
21.0000
|
|
|
|
6,000
|
|
|
|
|
06/29/2001
|
|
|
|
06/29/2011
|
|
|
$
|
11.5000
|
|
|
|
6,000
|
|
|
|
|
06/28/2001
|
|
|
|
06/28/2011
|
|
|
$
|
11.1100
|
|
|
|
5,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,000
|
|
Terry E. London
|
|
|
06/23/2006
|
|
|
|
06/23/2016
|
|
|
$
|
7.5500
|
|
|
|
6,000
|
|
|
|
|
07/01/2005
|
|
|
|
07/01/2015
|
|
|
$
|
14.2500
|
|
|
|
6,000
|
|
|
|
|
06/28/2004
|
|
|
|
06/28/2014
|
|
|
$
|
17.2500
|
|
|
|
6,000
|
|
|
|
|
09/25/2003
|
|
|
|
09/25/2013
|
|
|
$
|
19.4000
|
|
|
|
5,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,000
|
|
Cece Smith
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Tom M. Thomas
|
|
|
06/23/2006
|
|
|
|
06/23/2016
|
|
|
$
|
7.5500
|
|
|
|
6,000
|
|
|
|
|
07/01/2005
|
|
|
|
07/01/2015
|
|
|
$
|
14.2500
|
|
|
|
6,000
|
|
|
|
|
06/27/2003
|
|
|
|
06/27/2013
|
|
|
$
|
20.3500
|
|
|
|
6,000
|
|
|
|
|
06/28/2002
|
|
|
|
06/28/2012
|
|
|
$
|
21.0000
|
|
|
|
6,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,000
|
|
On March 25, 2008, the board of directors, based on a
recommendation from the compensation committee, amended and
restated Pier 1 Imports non-employee director
compensation plan. Pursuant to the
14
amended and restated plan, each non-employee director will
continue to receive an annual cash retainer of $150,000. In
addition, the audit committee chairman and compensation
committee chairman will each continue to receive an annual
retainer of $25,000; the nominating and corporate governance
committee chairman will continue to receive an annual retainer
of $10,000; and the non-executive chairman of the board will
continue to receive an annual retainer of $75,000. The annual
retainers will be payable in advance at the beginning of each
fiscal year with Pier 1 Imports having the right to adjust
the credited DSUs of a non-employee director who ceases to
be a director of Pier 1 Imports for the amount of the fees
paid and DSUs credited for the period after the
non-employee director ceases to be a director. Pursuant to the
amended and restated plan, 50% of the non-employee director
compensation will be deferred into DSUs and each
non-employee director may elect to defer all or any portion of
the remaining director compensation into an equivalent value of
DSUs. Also, pursuant to the amended and restated plan,
deferrals of the director annual retainer (but not the committee
chairman or chairman annual retainers) will continue to receive
a 25% Pier 1 Imports match on the deferred amount.
Security
Ownership of Management
The following table indicates the ownership of Pier 1
Imports common stock by each director and nominee, each
executive officer named in the Summary Compensation Table below,
and all directors and executive officers as a group, as of
April 21, 2008, unless otherwise indicated below:
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
|
|
|
|
Shares
|
|
|
Percent
|
|
|
|
Beneficially
|
|
|
of
|
|
Name of Beneficial Owner
|
|
Owned(1)(2)
|
|
|
Class
|
|
|
John H. Burgoyne
|
|
|
135,512
|
|
|
|
*
|
|
Michael R. Ferrari
|
|
|
123,145
|
|
|
|
*
|
|
Robert B. Holland, III
|
|
|
59,722
|
|
|
|
*
|
|
Gregory S. Humenesky
|
|
|
100,869
|
|
|
|
*
|
|
Jay R. Jacobs
|
|
|
547,887
|
|
|
|
*
|
|
Karen W. Katz
|
|
|
124,232
|
|
|
|
*
|
|
Terry E. London
|
|
|
64,586
|
|
|
|
*
|
|
Phil E. Schneider
|
|
|
704,036
|
(3)
|
|
|
*
|
|
Alexander W. Smith
|
|
|
1,075,000
|
|
|
|
1.19
|
%
|
Cece Smith
|
|
|
44,722
|
|
|
|
*
|
|
Tom M. Thomas
|
|
|
208,397
|
|
|
|
*
|
|
Charles H. Turner
|
|
|
564,808
|
|
|
|
*
|
|
David A. Walker
|
|
|
609,143
|
|
|
|
*
|
|
All directors and executive officers as a group
|
|
|
4,522,953
|
|
|
|
4.87
|
%
|
|
|
|
* |
|
Represents less than 1% of the outstanding shares of the class. |
|
(1) |
|
The table includes shares acquired through and held by the
Pier 1 Imports, Inc. Stock Purchase Plan as of
April 21, 2008 for Mr. Humenesky (961 shares),
Mr. Jacobs (8,214 shares), Mr. Turner
(9,051 shares), and Mr. Walker (1,815 shares).
The table also includes shares issuable within 60 days of
April 21, 2008 to Mr. Burgoyne (53,000 shares),
Mr. Ferrari (53,000 shares), Mr. Holland
(0 shares), Mr. Humenesky (36,250 shares),
Mr. Jacobs (460,000 shares), Mrs. Katz
(41,000 shares), Mr. London (23,000 shares),
Mr. Schneider (650,000 shares), Mr. Smith
(1,000,000 shares), Ms. Smith (0 shares),
Mr. Thomas (24,000 shares), Mr. Turner
(467,500 shares), Mr. Walker (527,000 shares),
and to all directors and executive officers as a group
(3,423,500 shares) upon the exercise of stock options
granted pursuant to Pier 1 Imports stock option plans. |
|
(2) |
|
The table includes DSUs as of April 21, 2008 for
Mr. Burgoyne (78,075 DSUs), Mr. Ferrari (67,245
DSUs), Mr. Holland (44,722 DSUs),
Mrs. Katz (83,232 DSUs), Mr. London (41,586
DSUs), Ms. Smith (44,722 DSUs), and
Mr. Thomas (134,397 DSUs). The DSUs will be
exchanged one-for-one for shares |
15
|
|
|
|
|
of Pier 1 Imports common stock within 30 days
after the director ceases to be a member of the board of
directors. A DSU is the economic equivalent of one share of
Pier 1 Imports common stock. |
|
(3) |
|
Mr. Schneiders employment ended on August 6,
2007. At that time, Mr. Schneider directly owned
54,036 shares of Pier 1 Imports common stock,
and non-qualified stock options totaling 650,000 shares.
The options are fully vested and exercisable until the earlier
of the expiration date of the grant or August 6, 2010. |
Security
Ownership of Certain Beneficial Owners
The following table indicates the ownership by each person who
is known by Pier 1 Imports as of May 2, 2008 to
beneficially own more than 5% of Pier 1 Imports
common stock:
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
|
|
Shares
|
|
Percent
|
Name and
|
|
Beneficially
|
|
of
|
Address of Beneficial Owner
|
|
Owned
|
|
Class
|
|
Franklin Resources, Inc.
|
|
|
11,579,320
|
(1)
|
|
|
13.1%
|
|
One Franklin Parkway
|
|
|
|
|
|
|
|
|
San Mateo, California 94403
|
|
|
|
|
|
|
|
|
Jakup a Dul Jacobsen
|
|
|
8,594,200
|
(2)
|
|
|
9.7%
|
|
Sundaborg 7
|
|
|
|
|
|
|
|
|
Reykjavik, Iceland
|
|
|
|
|
|
|
|
|
Adage Capital Management, L.P.
|
|
|
6,809,100
|
(3)
|
|
|
7.7%
|
|
200 Clarendon Street, 52nd floor
|
|
|
|
|
|
|
|
|
Boston, Massachusetts 02116
|
|
|
|
|
|
|
|
|
Royce & Associates, LLC
|
|
|
5,775,500
|
(4)
|
|
|
6.5%
|
|
1414 Avenue of the Americas
|
|
|
|
|
|
|
|
|
New York, New York 10019
|
|
|
|
|
|
|
|
|
SCSF Equities, LLC
|
|
|
4,725,004
|
(5)
|
|
|
5.3%
|
|
5200 Town Center Circle, Suite 470
|
|
|
|
|
|
|
|
|
Boca Raton, Florida 33486
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
This information was obtained from a Schedule 13G
(Amendment No. 3) filed with the SEC on
February 6, 2008 by Franklin Resources, Inc., Charles B.
Johnson and Rupert H. Johnson, Jr. as beneficial owners of the
shares listed. The filing indicates that Franklin Resources,
Inc., Charles B. Johnson and Rupert H. Johnson, Jr. have no sole
or shared voting power and no sole or shared dispositive power
over any of the shares listed. However, certain subsidiaries of
Franklin Resources, Inc. beneficially own all of the shares
listed and have the following voting and dispositive power:
Franklin Templeton Investments Corp. has sole voting power over
7,222,610 of the shares listed and sole dispositive power over
7,301,920 of the shares listed; and Franklin Advisory Services,
LLC has sole voting power over 4,199,400 of the shares listed
and sole dispositive power over 4,277,400 of the shares listed. |
|
(2) |
|
This information was obtained from a Schedule 13D
(Amendment No. 3) filed with the SEC on
October 9, 2007 by Jakup a Dul Jacobsen and Lagerinn ehf as
beneficial owners of the shares listed. The filing indicates
that Jakup a Dul Jacobsen and Lagerinn ehf have shared voting
power and shared dispositive power over all the shares listed. |
|
(3) |
|
This information was obtained from a Schedule 13G
(Amendment No. 1) filed with the SEC on
February 11, 2008 by Adage Capital Partners, L.P., Adage
Capital Partners GP, L.L.C., Adage Capital Advisors, L.L.C.,
Robert Atchinson and Phillip Gross as beneficial owners of the
shares listed. The filing indicates that the beneficial owners
have shared voting power and shared dispositive power over all
of the shares listed. |
|
(4) |
|
This information was obtained from a Schedule 13G
(Amendment No. 4) filed with the SEC on
February 4, 2008 by Royce & Associates, LLC as
beneficial owner of the shares listed. The filing indicates that
the beneficial owner has sole voting power and sole dispositive
power over all of the shares listed. |
16
|
|
|
(5) |
|
This information was obtained from a Schedule 13D
(Amendment No. 4) filed with the SEC on May 2,
2008 by SCSF Equities, LLC, Sun Capital Securities Offshore
Fund, Ltd., Sun Capital Securities Fund, LP, Sun Capital
Securities Advisors, LP, Sun Capital Securities, LLC, Marc J.
Leder, and Rodger R. Krouse, as beneficial owners of the shares
listed. The filing indicates that the beneficial owners have
shared voting power and shared dispositive power over all of the
shares listed. |
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934
requires Pier 1 Imports directors and executive
officers, and persons who own more than 10% of a registered
class of Pier 1 Imports equity securities, to file
with the SEC and the NYSE reports disclosing their ownership and
changes in ownership of Pier 1 Imports common stock
or other equity securities. Pier 1 Imports executive
officers, directors and greater than 10% shareholders are
required by SEC regulations to furnish Pier 1 Imports with
copies of all Section 16(a) forms they file. To Pier 1
Imports knowledge, all Section 16(a) filing
requirements applicable to Pier 1 Imports executive
officers, directors and greater than 10% beneficial owners
during the last fiscal year were observed.
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION;
CERTAIN RELATED PERSON TRANSACTIONS
Each director of Pier 1 Imports who served as a member of
the compensation committee during fiscal year ending
March 1, 2008, is identified above under the caption
Directors Attendance at Board and Committee Meetings and
at the Annual Meeting of Shareholders above. During fiscal
2008, there were no compensation committee interlocks or insider
participation.
Related
Person Transaction Policies and Procedures
Pier 1 Imports board of directors has adopted a
written Related Person Transaction Policies and Procedures which
is administered by the nominating and corporate governance
committee. The policy applies to any transaction or series of
transactions in which Pier 1 Imports is a participant, the
amount involved exceeds $120,000 annually and a related person
has a direct or indirect material interest. Transactions that
fall within the policy will be reviewed by the committee for
approval, ratification or other action. Based on its
consideration of all of the relevant facts and circumstances,
the committee will decide whether or not to approve such
transaction and will approve only those transactions that are in
the best interest of Pier 1 Imports. The policy provides
for standing pre-approval or ratification of certain interested
transactions, along with authority for the chairman of the
committee to pre-approve or ratify interested transactions
subject to the policy which fall below a specified dollar amount.
Transactions
with Related Persons
During fiscal 2008, there were no transactions exceeding
$120,000 in which Pier 1 Imports was a participant, or is
to be a participant, and in which any related person had or will
have a direct or indirect material interest.
Pier 1 Imports indemnifies its directors and most of its
executive officers to the fullest extent permitted by law and
has also entered into agreements with certain of these
individuals contractually obligating Pier 1 Imports to
provide this indemnification to them.
Pursuant to Mr. Smiths employment agreement, which
was approved by the board of directors and is more fully
described in the Compensation Discussion and Analysis below,
Pier 1 Imports agreed to indemnify Mr. Smith for
certain defense costs arising from claims asserted by
Mr. Smiths former employer. Pursuant to this
agreement Pier 1 Imports paid less than $120,000 during
fiscal 2008 in indemnity expenses to outside legal counsel to
resolve claims asserted by Mr. Smiths former employer.
17
ITEMS OF
BUSINESS TO BE ACTED UPON AT THE MEETING
|
|
ITEM 1
|
Election
of Directors
|
The shareholders will vote to elect as directors the eight
nominees named below at the annual meeting of shareholders. In
order to be elected, a nominee for director must receive the
affirmative vote of a majority of the shares of common stock
present in person or represented by proxy and entitled to vote
for the election of directors at the meeting. Those elected will
serve on the board of directors until the next annual meeting
and until their successors are elected and qualified. The board
of directors, upon the recommendation of the board of
directors 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.
If a proxy card is signed and returned but no direction is made,
the persons named in your proxy will vote your shares
FOR the election of each of the nominees listed
below as a director.
The board of directors unanimously recommends a vote
FOR the election of each of the following nominees
as a director.
Nominees
for Directors
JOHN H.
BURGOYNE
John H. Burgoyne, age 66, has been a director of
Pier 1 Imports since February of 1999. From the beginning
of fiscal 2008 through June 28, 2007, he was a member of
the compensation committee. Effective June 28, 2007,
Mr. Burgoyne became the chairman of the compensation
committee. Mr. Burgoyne is retired and served as president
of Burgoyne and Associates, an international consulting firm
from March of 1996 through February of 2007. From May 1995 to
March of 1996, Mr. Burgoyne served as the general manager
of IBMs Travel Industry Sector for their Asia Pacific
Region. Prior to that time, he served as the president and
general manager of IBM China Corporation, Ltd.
MICHAEL R.
FERRARI
Michael R. Ferrari, age 68, has been a director of
Pier 1 Imports since February 1999. During fiscal 2008, he
was a member of the audit committee and chairman of the
nominating and corporate governance committee. He has served as
senior consultant of the higher education practice of EFL
Associates, an executive search firm, since May 2003. He is also
the president of Ferrari and Associates LLC, a higher education
consulting firm he established in May 2003. Dr. Ferrari was
granted the title of Chancellor Emeritus of Texas Christian
University by the universitys board of trustees on
June 1, 2003, and served as chancellor of Texas Christian
University and as professor of management in the M. J. Neeley
School of Business at Texas Christian University from July 1998
through May 2003. From 1985 to 1998, he served as president of
Drake University.
ROBERT B.
HOLLAND, III
Robert B. Holland, III, age 55, has been a director of
Pier 1 Imports since June 2007. Effective June 28,
2007, he became a member of the compensation committee. He
represented the United States on the board of executive
directors of the World Bank in various capacities, including
executive director and alternate and acting executive director,
from 2002 to 2006. During that time, Mr. Holland served on
the World Banks audit committee. Since leaving his
position as U.S. executive director, Mr. Holland has
served on the board of directors of Max Petroleum plc, where he
serves as audit committee chairman. From January 2007 to
November 2007, he served on the board of directors of Affiliated
Computer Systems, Inc., where he served as a member of the audit
committee. Prior to his appointment as U.S. executive
director, Mr. Holland was managing director of Texas Ltd.,
a strategic consulting firm.
18
KAREN W. KATZ
Karen W. Katz, age 51, has been a director of Pier 1
Imports since June 2001. From the beginning of fiscal 2008
through June 28, 2007, she was a member of the audit
committee. Effective June 28, 2007, Mrs. Katz became a
member of the executive committee and the compensation
committee. She has served as president and chief executive
officer of Neiman Marcus Stores since December 2002. In 2007,
her responsibilities were expanded and she was elevated to
executive vice president, office of the chairman, The Neiman
Marcus Group. From May 2000 to December 2002, she served as
president and chief executive officer of Neiman Marcus Direct, a
division of The Neiman Marcus Group. Prior to that time, she
served as executive vice president of stores for Neiman Marcus
Stores from February 1998 to May 2000 and senior vice president
and director of stores of Neiman Marcus Stores from October 1996
to February 1998.
TERRY E.
LONDON
Terry E. London, age 58, has been a director of Pier 1
Imports since September 2003. During fiscal 2008, he was the
chairman of the audit committee. In February 2008 London
Partners LLC, a private equity investment firm established by
Mr. London in August 2000, merged into London Broadcasting
Company, Inc. Since October 2007 he has served as president of
London Broadcasting Company, Inc. From May 1997 to August 2000
he served as president and chief executive officer of Gaylord
Entertainment Company, a specialty lodging and entertainment
company. Prior to that time, he served as chief financial and
administrative officer of Gaylord Entertainment from November
1991 to April 1997. He also serves as a director of Johnson
Outdoors, Inc. and Tri-Artisan Acquisition Corp.
ALEXANDER W.
SMITH
Alexander W. Smith, age 55, has been a director of
Pier 1 Imports, has served as its president and chief
executive officer and has been a member of Pier 1
Imports executive committee since February 19, 2007.
From March 2004 to February 18, 2007, Mr. Smith served
as the senior executive vice president, group president of The
TJX Companies, Inc. From 2001 to March 2004, Mr. Smith
served as executive vice president, group executive,
international of The TJX Companies, Inc. He also serves as a
director of Papa Johns International, Inc. Mr. Smith
is not related to Cece Smith.
CECE SMITH
Cece Smith, age 63, has been a director of Pier 1
Imports since June 2007. Effective June 28, 2007, she
became a member of the nominating and corporate governance
committee and the audit committee. In September of 2007,
Ms. Smith retired from her position as Managing General
Partner of Phillips-Smith-Machens Venture Partners, a venture
capital firm which she co-founded in 1986 that invested in
retail and consumer businesses. She serves on the executive
boards of the Dallas Symphony Association and the
Edwin L. Cox School of Business at Southern Methodist
University. She also serves as a director of Brinker
International, Inc. Ms. Smith is not related to Alexander
W. Smith.
TOM M. THOMAS
Tom M. Thomas, age 66, has been a director of Pier 1
Imports since September 1998. During fiscal 2008 he was the
non-executive chairman of the board, chairman of the executive
committee and a member of the nominating and corporate
governance committee. On February 1, 2008, he formed the
law firm Thomas & Blackwood LLP and is a partner in
the firm. From August 2005 to January 31, 2008,
Mr. Thomas was a shareholder of the Winstead PC law firm
(formerly known as Winstead Sechrest & Minick P.C.).
From September 2001 to July 2005, he was a senior partner of
Kolodey, Thomas & Blackwood, LLP, a law firm. He was
also senior partner of Thomas & Culp, LLP, a law firm,
from 1994 to August 2001.
The board of directors unanimously recommends a vote
FOR the election of each of the above named nominees
as a director.
19
|
|
ITEM 2
|
Proposal
to approve a restatement and amendment of the Pier 1
Imports, Inc. Stock Purchase Plan
|
The board of directors on March 25, 2008 unanimously
approved a restatement and amendment of the Pier 1 Imports,
Inc. Stock Purchase Plan subject to shareholder approval
authorizing, among other things, an additional
2,500,000 shares to the plan and extending the term of the
plan for five years.
If a proxy card is signed and returned but no direction is made,
the persons named in your proxy will vote your shares
FOR the proposal. The affirmative vote of holders 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 proposal is required to approve the restated and amended
plan.
The board of directors unanimously recommends that the
shareholders vote FOR approval of the restated and
amended plan.
General
Pier 1 Imports established the Stock Purchase Plan to
provide all eligible employees and directors an opportunity to
acquire an ownership interest in Pier 1 Imports and, as a
result, provide participants with a more direct concern about
our welfare and a common interest with our other shareholders.
The plan provides a voluntary method of acquiring shares of
Pier 1 Imports common stock in convenient
installments by payroll and other compensation deductions,
supplemented by contributions from Pier 1 Imports.
The plan has been in effect since 1980. The plan is administered
by the compensation committee. A restatement of the plan as
amended was approved by our shareholders in 2004. The term of
the plan is five years and the number of shares issuable under
the plan is 1,500,000 shares. Pier 1 Imports
board of directors on January 24, 2008 approved a
suspension of the plan after the last occurrence in which
participant contributions plus Pier 1 Imports
matching contributions could be used to purchase shares of
common stock within the authorized amount. The suspension became
effective March 29, 2008, at which time the plan had 41,025
remaining authorized shares. Pier 1 Imports board of
directors on March 25, 2008 approved a restatement and
amendment of the plan, subject to shareholder approval at the
annual meeting, authorizing, among other things, adding an
additional 2,500,000 shares to the plan and extending the
term of the plan for five years. The plan as restated and
amended is described below, and a copy of the plan is attached
to this proxy statement as Appendix A.
Eligibility
All of our employees who have attained the age of majority of
their state or province of residence and have completed
60 days of employment with Pier 1 Imports, or one of
our designated subsidiaries which has adopted the plan, are
eligible to participate in the plan. At March 1, 2008,
approximately 14,329 employees were eligible to participate
in the plan, and 1,586 employees were participants in the
plan. Members of our board of directors who are not employees
are also eligible to participate in the plan.
Participant
Accounts
Pier 1 Imports maintains an account in the name of each
participant, deducts funds from each participants pay as
elected and authorized by the participant and pays monthly to
the plan for each participants account the deducted funds
plus Pier 1 Imports contribution on the
participants behalf. The plan allows Pier 1 Imports
as the plan administrator to use the contributed funds to
purchase shares of Pier 1 Imports common stock either
on the open market or directly from Pier 1 Imports. No open
market purchase may be made at a price which is greater than the
fair market value for our common stock on the date of purchase.
Pier 1 Imports compensation committee has determined
that purchases of shares from our treasury will be based on an
average of the NYSE closing prices for Pier 1 Imports
common stock on each Friday during the month. Shares purchased
are allocated to the accounts of participants in proportion to
the funds received from each respective account. The plan
provides that Pier 1 Imports pay any brokers
commissions or markups on open market purchases made by a broker.
20
Each participant acquires full and immediate ownership of all
shares and fractional shares allocated to his account. All
shares are registered in the name of the plan and remain
registered in the plans name until delivery of the shares
to the participant pursuant to the plan. Shares of common stock
held by the plan in a participants account may not be
sold, assigned, pledged or otherwise dealt with by the
participant, and the participant may request that all of his
shares be delivered to him at any time. Any such action,
however, will result in the automatic withdrawal of the
participant from the plan. Upon termination of employment, the
employees participation in the plan will end and his
shares will be distributed upon request or automatically at the
same time as shares are distributed to participants as described
in the following sentence. All shares in a participants
account, however, will be automatically distributed to the
participant pursuant to the plan at least once each calendar
year without affecting the participants participation in
the plan.
A participants account is credited with all dividends, if
any, paid on full and fractional shares held in his account. All
cash dividends are reinvested under the plan in common stock.
Compensation
Deductions and Our Contributions
A participant must specify the amount to be withheld from his
compensation, with a minimum of $2.50 per week and a maximum of
20% of his compensation. The plan provides that directors who
are not employees may contribute to the plan all or a portion of
their cash director fees. Subject to the plans
limitations, compensation deductions may be increased or
decreased at any time by the participant. Pier 1 Imports
will contribute to the plan an amount equal to 25% of each
participants compensation deduction.
Amendment
or Termination of the Plan
The board of directors may amend, suspend or terminate the plan
at any time. An amendment, suspension or termination will not
result in the forfeiture of any funds contributed by a
participant or Pier 1 Imports, or of any shares or
fractional shares purchased for a participant, or of any
dividends or other distributions with respect to such shares,
that were effective before the effective date of the amendment,
suspension or termination. Certain material amendments to the
plan must be submitted to our shareholders for their approval.
U.S.
Federal Income Tax Effects
The amount of Pier 1 Imports contribution to the plan
is treated as earned income to the participant,
which is subject to federal income tax at ordinary rates, and
the participants withholding taxes will be increased
appropriately. Assuming federal income tax withholding
requirements are satisfied, Pier 1 Imports receives a
deduction for participants and Pier 1 Imports
contributions to participants accounts.
Benefits
Under the Plan
The following table shows for the persons and groups indicated,
the amounts actually contributed in cash by the employee and
Pier 1 Imports, and the number of shares purchased under
the plan for their respective accounts during the fiscal year
ended March 1, 2008.
Pier 1
Imports, Inc. Stock Purchase Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant
|
|
Pier 1 Imports
|
|
|
|
|
Cash
|
|
Cash
|
|
Shares
|
Name and Position
|
|
Contributions
|
|
Contributions
|
|
Purchased
|
|
Alexander W. Smith(1)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles H. Turner
|
|
$
|
43,985
|
|
|
$
|
21,992
|
|
|
|
10,936
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory S. Humenesky
|
|
$
|
4,423
|
|
|
$
|
1,261
|
|
|
|
1,006
|
|
Executive Vice President, Human Resources
|
|
|
|
|
|
|
|
|
|
|
|
|
Jay R. Jacobs
|
|
$
|
40,673
|
|
|
$
|
20,337
|
|
|
|
10,079
|
|
Executive Vice President, Merchandising
|
|
|
|
|
|
|
|
|
|
|
|
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant
|
|
Pier 1 Imports
|
|
|
|
|
Cash
|
|
Cash
|
|
Shares
|
Name and Position
|
|
Contributions
|
|
Contributions
|
|
Purchased
|
|
Phil E. Schneider
|
|
$
|
8,153
|
|
|
$
|
4,077
|
|
|
|
1,647
|
|
Executive Vice President, Marketing (Employment ended
August 6, 2007)
|
|
|
|
|
|
|
|
|
|
|
|
|
David A. Walker
|
|
$
|
6,750
|
|
|
$
|
6,750
|
|
|
|
2,231
|
|
Executive Vice President, Planning and Allocations
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Group
|
|
$
|
101,281
|
|
|
$
|
53,065
|
|
|
|
25,609
|
|
Non-Executive Director Group(1)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Non-Executive Officer Employee Group
|
|
$
|
1,657,378
|
|
|
$
|
769,320
|
|
|
|
398,295
|
|
|
|
|
(1) |
|
Neither Mr. Smith nor any of the non-employee directors
participated in the Pier 1 Imports, Inc. Stock Purchase
Plan during fiscal 2008. |
The affirmative votes of holders 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 proposal is required
to approve the restated and amended plan. If the shareholders do
not approve the restated and amended plan, the suspension of the
existing plan will continue and the board of directors at their
discretion may, pursuant to the terms and conditions of the
existing plan, terminate the existing plan.
The board of directors unanimously recommends a vote
FOR approval of the restated and amended plan.
Equity
Compensation Plan Information
The following table sets forth certain information regarding
Pier 1 Imports equity compensation plans as of
March 1, 2008.
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
|
Securities Remaining
|
|
|
Securities to
|
|
|
|
Available for Future
|
|
|
be Issued Upon
|
|
Weighted-Average
|
|
Issuance Under
|
|
|
Exercise of
|
|
Exercise Price of
|
|
Equity Compensation
|
|
|
Outstanding Options,
|
|
Outstanding Options,
|
|
Plans (Excluding
|
|
|
Warrants and
|
|
Warrants and
|
|
Securities Reflected
|
Plan Category
|
|
Rights(1)
|
|
Rights
|
|
in the First Column)(1)
|
|
Equity compensation plans approved by Shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
1989 Employee Stock Option Plan
|
|
|
714,825
|
|
|
$
|
15.78
|
|
|
|
|
|
1999 Stock Plan
|
|
|
8,811,275
|
|
|
$
|
15.50
|
|
|
|
|
|
2006 Stock Incentive Plan
|
|
|
2,051,375
|
|
|
$
|
7.60
|
|
|
|
1,382,124
|
|
Equity compensation plans not approved by Shareholders(2)
|
|
|
3,000,000
|
|
|
$
|
6.69
|
|
|
|
|
|
Total:
|
|
|
14,577,475
|
|
|
$
|
12.59
|
|
|
|
1,382,124
|
|
|
|
|
(1) |
|
The number of shares remaining available for future issuance
represents shares available for grant under the Pier 1
Imports, Inc. 2006 Stock Incentive Plan. On April 11, 2008,
587,300 stock options, 399,400 shares of restricted stock
and 133,040 DSUs were granted under the plan. As of the
end of fiscal April 2009, the plan had 452,425 shares
available for issuance after forfeitures and shares withheld for
withholding tax obligations. |
|
(2) |
|
Equity compensation plans not approved by security holders
represent the employment inducement stock options granted under
the president and chief executive officers employment
agreement. See Note 10 of the Notes to Consolidated
Financial Statements in Pier 1 Imports Annual Report
on Form 10-K
for fiscal |
22
|
|
|
|
|
year ended March 1, 2008, and the Compensation Discussion
and Analysis and the Summary Compensation Table below for
additional information regarding the material features of this
stock option grant. |
|
|
ITEM 3
|
Proposal
to Ratify the Audit Committees Approval to Engage
Ernst & Young LLP as Pier 1 Imports
Independent Registered Public Accounting Firm for Fiscal
2009
|
At a recent meeting of the audit committee, the committee
approved engaging Ernst & Young LLP as Pier 1
Imports independent registered public accounting firm for
fiscal 2009. Ernst & Young served as Pier 1
Imports independent registered public accounting firm for
fiscal 2008. Although approval or ratification of such
engagement is not required by our by-laws, Pier 1 Imports
is seeking the shareholders ratification of the audit
committees approval to engage Ernst & Young
because we believe that allowing shareholders to express their
view on the matter is good corporate governance. SEC
Rule 10A-3(b)2
requires that the audit committee must be directly
responsible for the appointment...of any registered public
accounting firm. Since the audit committee cannot abdicate
this authority to the shareholders, the ratification is not
binding on Pier 1 Imports. Any failure of the shareholders
to ratify the audit committees approval to engage
Ernst & Young as Pier 1 Imports independent
registered public accounting firm would, however, be considered
by the audit committee in determining whether to engage
Ernst & Young.
If a proxy card is signed and returned but no direction is made,
the persons named in your proxy will vote your shares
FOR the proposal. The affirmative vote of holders 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 proposal is required to ratify the approval to engage
Ernst & Young LLP as Pier 1 Imports
independent registered public accounting firm for fiscal 2009.
The board of directors unanimously recommends a vote
FOR the ratification of the audit committees
approval to engage Ernst & Young LLP as Pier 1
Imports independent registered public accounting firm for
fiscal 2009.
Relationship
with Independent Registered Public Accounting Firm
Pursuant to its charter, the audit committee is directly
responsible for the appointment, compensation, retention and
oversight of Pier 1 Imports independent registered
public accounting firm. As described above, the audit committee
has approved the engagement of Ernst & Young as
Pier 1 Imports independent registered public
accounting firm for the 2009 fiscal year.
The audit committee appointed Ernst & Young LLP as
Pier 1 Imports independent registered public
accounting firm for fiscal 2008. A representative of
Ernst & Young is expected to be present at the annual
meeting of shareholders and will be given the opportunity to
make a statement if he or she so desires and to respond to
appropriate questions from shareholders.
Independent
Registered Public Accounting Firm Fees
The following table presents fees incurred for professional
services rendered by Ernst & Young LLP, Pier 1
Imports independent registered public accounting firm, for
fiscal years ended March 1, 2008 and March 3, 2007.
|
|
|
|
|
|
|
|
|
|
|
March 1, 2008
|
|
|
March 3, 2007
|
|
|
Audit Fees(1)
|
|
$
|
1,096,100
|
|
|
$
|
1,232,248
|
|
Tax Fees(2)
|
|
$
|
136,008
|
|
|
$
|
228,722
|
|
All Other Fees(3)
|
|
$
|
1,624
|
|
|
$
|
1,624
|
|
|
|
|
|
|
|
|
|
|
Total Fees
|
|
$
|
1,233,732
|
|
|
$
|
1,462,594
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes fees for services related to the annual audit of the
consolidated financial statements, required statutory
audits, reviews of Pier 1 Imports quarterly reports
on
Form 10-Q
and the registered public accounting |
23
|
|
|
|
|
firms report on Pier 1 Imports internal control
over financial reporting, as required under Section 404 of
the Sarbanes-Oxley Act of 2002. |
|
(2) |
|
Includes fees for services related to tax compliance, tax advice
and tax planning. |
|
(3) |
|
Includes fees for subscription to online research tool. |
Pre-approval
of Nonaudit Fees
The audit committee has adopted a policy that requires advance
approval of all audit, audit-related, tax and other services
performed by the independent registered public accounting firm.
The policy provides for pre-approval by the audit committee of
specifically defined audit, audit related and tax services.
Unless the specific service has been previously pre-approved
with respect to a fiscal year, the audit committee must approve
the permitted service before the independent registered public
accounting firm is engaged to perform it. The audit committee
has delegated to the chairman of the audit committee authority
to approve permitted services up to $50,000 per engagement
provided that the chairman reports any pre-approval decisions to
the committee at its next scheduled meeting.
AUDIT
COMMITTEE REPORT
Each member of the audit committee is an independent director,
pursuant to the independence requirements of the SEC and NYSE.
In accordance with the committees written charter, the
committee assists the board of directors in overseeing the
quality and integrity of Pier 1 Imports accounting,
auditing and financial reporting practices. In performing its
oversight function, the committee reviewed and discussed
Pier 1 Imports audited consolidated financial
statements as of and for the fiscal year ended March 1,
2008 with management and Pier 1 Imports independent
registered public accounting firm, including a discussion of the
quality, not just the acceptability, of the accounting
principles, the reasonableness of significant judgments, and the
clarity of disclosures in the financial statements. The
committee also discussed with Pier 1 Imports
independent registered public accounting firm all matters
required by generally accepted auditing standards, including
those described in Statement on Auditing Standards No. 61,
Communication with Audit Committees and, with and
without management present, discussed and reviewed the results
of the independent registered public accounting firms
examination of the consolidated financial statements.
The committee obtained from the independent registered public
accounting firm a formal written statement describing all
relationships between the firm and Pier 1 Imports that
might affect the firms independence consistent with
Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, as
adopted by the Public Company Accounting Oversight Board. The
committee also discussed with the registered public accounting
firm any relationships that may have an impact on their
objectivity and independence and satisfied ourselves that the
registered public accounting firm is independent. The committee
also considered whether the provision of non-audit services by
Ernst & Young LLP, Pier 1 Imports
independent registered public accounting firm for fiscal 2008,
to Pier 1 Imports is compatible with maintaining
Ernst & Young LLPs independence.
24
Based on the above-mentioned review and discussions with
management and the independent registered public accounting
firm, the committee recommended to the board of directors that
Pier 1 Imports audited consolidated financial
statements be included in Pier 1 Imports Annual
Report on
Form 10-K
for the fiscal year ended March 1, 2008, for filing with
the SEC.
AUDIT
COMMITTEE
Terry E. London, Chairman
Michael R. Ferrari
Cece Smith
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ITEM 4
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Shareholder
Proposal
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William C. Thompson, Jr., Comptroller of the City of New
York, as custodian and a trustee of the New York City
Teachers Retirement System (108,282 shares owned as
of January 7, 2008), the New York City Police Pension Fund
(40,456 shares owned as of January 7, 2008), and the
New York City Fire Department Pension Fund (10,641 shares
owned as of January 7, 2008), and as custodian of the New
York City Board of Education Retirement System
(4,225 shares owned as of January 7, 2008), has
submitted for the second year in a row the following proposal in
accordance with
Rule 14a-8
of the Securities Exchange Act of 1934. Mr. Thompson has
indicated to Pier 1 Imports that each of the above systems
intend to continue to hold at least $2,000 of Pier 1
Imports common stock through the date of Pier 1
Imports annual shareholders meeting.
Mr. Thompsons address is
c/o The
City of New York, Office of the Comptroller, Bureau of Asset
Management, 1 Centre Street, Room 736, New York, New York
10007-2341.
At the annual meeting of shareholders held on June 28, 2007
the identical proposal was presented. The board of directors
unanimously recommended a vote AGAINST the proposal
and it was defeated by the shareholders with approximately 74%
of the shares entitled to vote on the matter voting
AGAINST this proposal.
If a proxy card is signed and returned but no direction is made,
the persons named in your proxy will vote your shares
AGAINST this proposal. To be approved, the proposal
must receive the affirmative vote of a majority of the shares of
the common stock present in person or represented by proxy at
the annual meeting and entitled to vote on the subject matter.
The board of directors unanimously recommends a vote
AGAINST this proposal.
Pay-for-Superior-Performance
Proposal
Resolved: That the shareholders of Pier 1
Imports, Inc. (Company) request that the Board of
Directors Executive Compensation Committee establish a
pay-for-superior-performance standard in the Companys
executive compensation plan for senior executives
(Plan), by incorporating the following principles
into the Plan:
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1.
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The annual incentive or bonus component of the Plan should
utilize defined financial performance criteria that can be
benchmarked against a disclosed peer group of companies, and
provide that an annual bonus is awarded only when the
Companys performance exceeds its peers median or
mean performance on the selected financial criteria;
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2.
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The long-term compensation component of the Plan should utilize
defined financial
and/or stock
price performance criteria that can be benchmarked against a
disclosed peer group of companies. Options, restricted shares,
or other equity or non-equity compensation used in the Plan
should be structured so that compensation is received only when
the Companys performance exceeds its peers median or
mean performance on the selected financial and stock price
performance criteria; and
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3.
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Plan disclosure should be sufficient to allow shareholders to
determine and monitor the pay and performance correlation
established in the Plan.
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25
Supporting Statement: We feel it is imperative
that compensation plans for senior executives be designed and
implemented to promote long-term corporate value. A critical
design feature of a well-conceived executive compensation plan
is a close correlation between the level of pay and the level of
corporate performance relative to industry peers. We believe the
failure to tie executive compensation to superior corporate
performance; that is, performance exceeding peer group
performance, has fueled the escalation of executive compensation
and detracted from the goal of enhancing long-term corporate
value.
We believe that common compensation practices have contributed
to excessive executive compensation. Compensation committees
typically target senior executive total compensation at the
median level of a selected peer group, then they design any
annual and long-term incentive plan performance criteria and
benchmarks to deliver a significant portion of the total
compensation target regardless of the companys performance
relative to its peers. High total compensation targets combined
with less than rigorous performance benchmarks yield a pattern
of superior-pay-for-average-performance. The problem is
exacerbated when companies include annual bonus payments among
earnings used to calculate supplemental executive retirement
plan (SERP) benefit levels, guaranteeing excessive levels of
lifetime income through inflated pension payments.
We believe the Companys Plan fails to promote the
pay-for-superior-performance principle. Our Proposal offers a
straightforward solution: The Compensation Committee should
establish and disclose financial and stock price performance
criteria and set peer group-related performance benchmarks that
permit awards or payouts in its annual and long-term incentive
compensation plans only when the Companys performance
exceeds the median of its peer group. A senior executive
compensation plan based on sound pay-for-superior-performance
principles will help moderate excessive executive compensation
and create competitive compensation incentives that will focus
senior executives on building sustainable long-term corporate
value.
Pier 1
Imports Response
As noted above, the proposal is identical to a proposal defeated
by our shareholders at last years annual meeting. The
proposal requests that Pier 1 Imports board of
directors, through the compensation committee, implement a
performance-based incentive plan for senior executives (covering
both annual performance-based incentive and long-term
compensation) using financial performance criteria that are
benchmarked against peer companies. The annual performance-based
incentive and long-term compensation would be payable only in
the event that Pier 1 Imports performance exceeded
the peers mean or median performance for the related
financial criteria. Pier 1 Imports current incentive
plans (annual and long-term) already utilize financial
performance criteria benchmarked against peer companies. They do
not condition awards, however, on performance exceeding the mean
or median of the peers performance on the selected
financial performance criteria. In our opinion, the proposal
continues to be unnecessary in light of Pier 1
Imports current turnaround efforts, general operating
environment and is repetitive in certain aspects of Pier 1
Imports current policies and practices.
Pier 1 Imports annual performance-based incentive for
executives is administered by the board of directors
compensation committee whose duties include establishing
performance goals each year for the payment of cash incentive
awards. For fiscal 2008, the committee established a performance
measure of consolidated operating cash earnings from continuing
operations before interest, taxes, depreciation and amortization
(EBITDA), but not including unusual or non-recurring
charges nor certain non-cash items, each as determined by the
committee, or a subcommittee. We refer to this measure as the
Profit Goal. For fiscal 2008 the committee set the Profit Goal
target level of breakeven ($0) based on projected company
performance, for an executive to receive 100% of his or her cash
incentive award potential. To determine the Profit Goal levels
at which cash incentive awards could be earned, the committee
considered recommendations from Pier 1 Imports
compensation consultant, Hewitt Associates LLC. Hewitts
recommendations were derived from a survey of 65 peer
companies in the S&P 1500 Specialty Retail Companies. The
survey covered performance measure payout levels relative to
initial targets at which those peer companies associates
were earning incentive bonuses. The Profit Goal targets and
corresponding cash incentive award levels recommended by the
committee were subsequently approved by Pier 1
Imports board of directors. For several fiscal years prior
to 2008, none of Pier 1 Imports senior executives nor
key management participants received any incentive payments due
to Pier 1 Imports inability to meet the performance
standards in those years.
26
For fiscal 2008, Pier 1 Imports long-term incentive
plan for executives was comprised of stock option awards and
restricted stock awards (time based) issued under our 2006 stock
incentive plan which was approved by our shareholders on
June 22, 2006. This plan is administered by the
compensation committee. Pursuant to the plan, the committee
adopted a mix of stock options and time based restricted stock
as long-term incentives for Pier 1 Imports executives
for fiscal 2008. The stock option awards were granted at an
exercise price equal to the market price on the date of grant
and vest equally over four years beginning one year after grant.
The time based restricted stock awards vest 33%, 33%, and 34%
over three years beginning one year after the date of grant.
Each of these grants was subsequently approved by our board of
directors.
Pier 1 Imports stock option awards are designed to
promote Pier 1 Imports success by providing value to
our executives only when there is a corresponding increase in
value to shareholders. Pier 1 Imports believes that time
based restricted stock provides a long-term incentive
opportunity that is both competitive in the retail industry and
serves as a retention tool. To remain competitive, given our
turnaround efforts, Pier 1 Imports must also design its
executive incentive package to ensure our ability to attract and
retain a highly skilled and motivated executive team, which is
critical to our future success and to maximizing shareholder
value. Pier 1 Imports executive pay, therefore,
includes a healthy mix of annual cash incentive award and
long-term compensation components. Overall pay is heavily
weighted with incentive based awards that are realized only when
the established performance goals are achieved. Using targets
that are benchmarked to exceed peer group performance is,
however, unrealistic given the turnaround environment in which
Pier 1 Imports currently operates. Further, benchmarking
the performance of a peer group of companies would be difficult
given the size of the home furnishings industry and the fact
that no one company competes directly in all aspects of
Pier 1 Imports business.
As stated, no senior executive or key management employee earned
or received a performance cash incentive award for fiscal years
2004, 2005, 2006 and 2007 because the established performance
goals for those years were not met. Additionally, all stock
option awards granted during those time periods and in fiscal
2008 have an exercise price higher than the closing price of
Pier 1 Imports common stock at the end of fiscal
2008, which was $5.24. In order to remain competitive and return
Pier 1 Imports to profitability and beyond, we need to
design a pay program that is both motivational and realistically
achievable. Pier 1 Imports remains committed to utilizing
rigorous performance goals as a measure of executive
compensation and benchmarking those goals to peer group studies
and surveys. As reflected in the Compensation Discussion and
Analysis below, the Pier 1 Imports designed program
for fiscal 2008 was successful in moving Pier 1 Imports
toward its goal of profitability and beyond.
It would be unwise at this time to condition payment of
incentives to executives and key management on meeting or
exceeding performance standards of other peers which bear no
relation to Pier 1 Imports focus on a return to
profitability. Pier 1 Imports needs flexibility to design
and implement both realistic and achievable annual and long-term
incentive plans for its executives and key management team,
while taking the factors suggested by the shareholder proposal
into consideration, as needed.
The board of directors unanimously recommends a vote
AGAINST this proposal.
27
EXECUTIVE
COMPENSATION
Compensation
Committee Report
The compensation committee has reviewed and discussed with
management the Compensation Discussion and Analysis below. Based
on the review and discussion, the compensation committee has
recommended to the board of directors that the Compensation
Discussion and Analysis be included in Pier 1 Imports
proxy statement.
COMPENSATION
COMMITTEE
John H. Burgoyne, Chairman
Robert B. Holland, III
Karen W. Katz
Compensation
Discussion and Analysis
The purpose of this Compensation Discussion and Analysis
disclosure is to provide material information about Pier 1
Imports compensation objectives and policies for its named
executive officers and to put into perspective the tabular
disclosures and related narratives that follow it.
Compensation
Policies, Principles, and Objectives
Pier 1 Imports has established business priorities as part
of our ongoing strategy to return our business to profitability.
Pier 1 Imports success in effectively and efficiently
executing these business priorities depends, in large part, on
being able to successfully attract, motivate and retain a
qualified management team and employees. Sourcing qualified
candidates to fill important positions within Pier 1
Imports, especially executive management, in the highly
competitive retail environment is challenging, especially when
coupled with our ongoing turnaround efforts. Accordingly,
Pier 1 Imports overall compensation philosophy is
that our executive compensation plan should be structured to
attract and retain highly skilled and motivated individuals who
will lead Pier 1 Imports to successful performance that is
consistent with shareholders expectations. We accomplish
this by creating total compensation packages which are
competitive in the retail industry, fair and equitable among the
executives, and which provide strong incentives for the
long-term success and performance of Pier 1 Imports.
Additionally, Pier 1 Imports provides both short-term and
long-term incentives to its executives for the effective
management of major functions, teamwork, and effective expense
control. Success on these fronts leads to the overall success of
Pier 1 Imports. Pier 1 Imports believes that as an
executives level of responsibility increases, a greater
portion of that executives potential total compensation
should come from performance-based plans. This aligns
managements interests with shareholders interests as
the executives potential total compensation will only
increase when Pier 1 Imports performance increases.
Putting this philosophy into operation results in a total
compensation package for Pier 1 Imports executive
officers approximately equal to the 50th percentile of
Pier 1 Imports peer group when Pier 1 Imports
achieves planned financial goals. Total compensation packages
are designed to provide a 75th percentile opportunity when
Pier 1 Imports results significantly exceed planned
financial goals.
In March 2007, Pier 1 Imports used a group of peer
companies to benchmark the base salary, short-term incentive and
long-term incentive elements of total compensation. That group
included Abercrombie & Fitch Co., Ann Taylor Stores
Corporation, Bed Bath & Beyond Inc., Blockbuster Inc.,
The Bombay Company Inc., Brinker International, Inc., Cash
America International, Inc., Charming Shoppes, Inc.,
Crate & Barrel, Linens n Things, Inc.,
Neiman Marcus, Petco Animal Supplies, Inc., RadioShack
Corporation,
Rent-A-Center,
Inc., Restoration Hardware, Inc., Ross Stores, Inc., Stein Mart,
Inc., Tuesday Morning Corporation,
Williams-Sonoma,
Inc., and Zale Corporation. Data for these companies was
provided by Hewitt Associates LLC, an outside consultant.
Upon the Compensation Committees engagement of Towers
Perrin as its outside consultant in August of 2007 (as described
above under the caption Committees of the Board of
Directors Compensation
28
Committee), a new peer group was selected for executive
compensation benchmarking. This group of peer companies was used
to benchmark executive officer perquisites, executive and
non-employee director stock ownership guidelines and
non-employee director compensation. The group included Bed
Bath & Beyond Inc., Blockbuster Inc., Borders Group,
Inc., Charming Shoppes, Inc., Cost Plus, Inc., Eddie Bauer
Holdings, Inc., Jo-Ann Stores, Inc., Kirklands, Inc., Liz
Claiborne Inc., PetSmart, Inc., Restoration Hardware, Inc., Ross
Stores, Inc., Stein Mart, Inc., Tuesday Morning Corporation,
Williams-Sonoma, Inc., and Zale Corporation.
Executive
Compensation Components
In addition to base salary, short-term incentives, and long-term
incentives, Pier 1 Imports compensation program in
fiscal 2008 included perquisites, retirement plans, and
employment and post-employment agreements. With respect to
Mr. Smith, who became Pier 1 Imports president
and chief executive officer on February 19, 2007, these
elements are discussed separately below under the caption
Employment Agreements and Post-Employment Consulting
Agreements.
Base Salary Pier 1 Imports
designs base salary to (i) reflect an individuals
experience, skills and level of responsibility,
(ii) provide a fixed amount of compensation commensurate
with market conditions for similar jobs, (iii) reflect an
executives individual performance and contribution, and
(iv) aid in the retention of key personnel. In fiscal 2008,
Pier 1 Imports management, through its human resources
compensation group and Pier 1 Imports chief executive
officer, recommended to the compensation committee base pay
adjustments for Pier 1 Imports executive officers at
the beginning of the fiscal year. That recommendation was to
increase base pay for the executive vice presidents. The current
pay of these officers was considered in comparison to the
50th percentile of the selected peer group. The chief
executive officers base salary was addressed in his
employment agreement, therefore a base salary increase for him
was not presented for consideration. The data showed that the
chief executive officers base salary was between the
50th and 75th peer group percentiles, and the base
salaries of the executive vice presidents as a group
approximated the 50th peer group percentile. Another factor
considered and presented to the compensation committee was that
no cash incentive awards were made to executive vice presidents
for Pier 1 Imports fiscal years 2004, 2005, 2006 and
2007. The need to ensure a competitive pay package in order to
retain these key executives given the recent hiring of
Mr. Smith and his plans to develop and implement business
priorities as part of a turnaround strategy for Pier 1
Imports was a critical factor in the base salary analysis. The
committee viewed the base salary recommendations, after taking
into account the above factors, to be within a reasonable range
around the 50th peer group percentile. As a result, the
compensation committee agreed to support managements
recommendation of these increases effective April 22, 2007.
Short-term Incentives Pier 1
Imports designs short-term incentive pay to motivate executives
to achieve superior annual performance for Pier 1 Imports
and to reward an executives contribution to achieving that
financial performance. During fiscal 2008, Pier 1 Imports
maintained a short-term incentive plan for its executives and
key members of management. The short-term incentive plan used a
performance measure of consolidated operating cash earnings from
continuing operations before interest, taxes, depreciation, and
amortization (EBITDA), but not including unusual or
non-recurring charges nor certain non-cash items, each as
determined by the compensation committee, or a subcommittee. We
refer to this measure as the Profit Goal. EBITDA was selected as
the underlying financial measure of Pier 1 Imports
Profit Goal because it is a prevalent measure used by other
retail companies and focuses on factors that an individual
participants actions can affect. In addition, the Profit
Goal is a better measure of core operating profitability because
it eliminates the effects of financing and tax decisions as well
as unusual charges and more closely reflects cash being
generated by Pier 1 Imports ongoing core operations.
The offering of a short-term incentive plan maintains a
competitive position with Pier 1 Imports peer group
because meeting annual financial goals leads to the long-term
success of Pier 1 Imports. Also, designing the short-term
incentive Profit Goal specifically around Pier 1
Imports financial operations reinforces Pier 1
Imports turnaround strategy thereby leading to
profitability over time.
29
Three important factors went into developing the short-term
incentive plan for fiscal 2008:
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The plan was designed to reinforce the financial turnaround
efforts of Pier 1 Imports, and focus management on making
the organization more efficient in every way;
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The plan was designed to reward meaningful progress on returning
Pier 1 Imports to profitability before a cash incentive
award is paid; and
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Competitive pay issue concerns were a consideration since a
short-term cash incentive award had not been earned in fiscal
years 2004, 2005, 2006 and 2007.
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These factors were discussed with the compensation committee
and, as a result, the compensation committee and board of
directors approved the plan and set breakeven ($0) as the Profit
Goal for fiscal 2008. This goal represented significant progress
in returning Pier 1 Imports to profitability given the
comparable measure achieved in fiscal 2007 of negative
$69,800,000. The plan would pay 100% of an individuals
target cash incentive award at a Profit Goal of $0, and a
maximum of 150% of an individuals target cash incentive
award at a Profit Goal of $25,000,000. The incentive plan was
designed to pay an initial 10% of an individuals target
cash incentive award when the Profit Goal reached negative
$45,000,000, or a $24,800,000 improvement over the prior year. A
participants target cash incentive award for fiscal 2008
was expressed as a percentage of the participants base
salary with the exception of Pier 1 Imports chief
executive officer, whose bonus for fiscal 2008 was addressed in
his employment agreement. In fiscal 2008, the named executive
officers (other than the chief executive officer) had a target
cash incentive award of 75% of annual base salary. The Plan
required participants to be employed with Pier 1 Imports at
the end of fiscal 2008 to receive a cash incentive award, if
any. Pier 1 Imports believes that these levels are
competitive when compared to Pier 1 Imports peer
group as identified at the beginning of the fiscal year. The
actual Profit Goal for fiscal 2008 was calculated as $10,400,000
and the short-term incentive plan achieved its desired effects
of turning Pier 1 Imports toward profitability. The
calculated Profit Goal resulted in participants earning 120% of
their target cash incentive awards.
Long-term Incentives Pier 1
Imports designs its long-term incentive awards to support
Pier 1 Imports overall objectives of long-term
company success and performance, competitiveness in the retail
industry, and retention of executives. Pier 1 Imports
long-term incentive plan for fiscal 2008 was comprised of stock
option awards and time based restricted stock awards.
Pier 1 Imports believes that stock options promote
Pier 1 Imports success by providing value to the
executive only when there is a corresponding increase in
shareholder value. Pier 1 Imports believes that time based
restricted stock provides a long-term incentive opportunity that
is both competitive in the retail industry and serves as a
retention tool. During the vesting period, restricted stock
awards have voting rights and are eligible to receive cash
dividends, should cash dividends be paid on Pier 1
Imports common stock.
Pier 1 Imports fiscal 2008 long-term incentive plan
included two elements: (1) non-qualified stock option
awards that vest equally over a four-year period beginning on
the first anniversary of the grant date; and (2) time based
restricted stock awards that vest 33%, 33% and 34% over a
three-year period beginning on the first anniversary of the
grant date.
The mix of long-term incentive awards for each executive officer
is determined with consideration of both internal pay equity
concerns as well as market data. The factors that are taken into
account when establishing that mix are:
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setting the awards at the 50th peer group percentile;
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the historical grant practices of Pier 1 Imports;
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the difficulty of identifying a meaningful long-term performance
target when executing a business turnaround;
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the affordability of the awards in terms of share usage and
accounting expense; and
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the desired message to participants and external constituents
for leverage, risk, retention, and performance.
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30
For each named executive officer, other than the chief executive
officer, Pier 1 Imports established the following mix of
long-term incentive awards for fiscal 2008:
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% of Total
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Long-Term Incentive
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Long-Term Incentive
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Stock Options
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68
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%
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Restricted Stock Time Based
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%
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The value of this long-term incentive mix was determined using
Black-Scholes methodology. Pier 1 Imports believes that
long-term incentives should consist solely of equity to tie the
executives long-term compensation potential with increased
shareholder value. The above mix allocates Pier 1
Imports long-term incentives in a manner designed to meet
this goal. For its chief executive officer, Pier 1 Imports
provided long-term incentives pursuant to his employment
agreement as discussed below.
Pier 1 Imports distributes long-term incentive awards as
soon as possible following receipt of all required approvals.
Stock options are granted at the closing price of Pier 1
Imports common stock on the date of the grant. Pier 1
Imports practice is for the grants of stock options and
restricted stock to be made on the day following board of
directors approval allowing Pier 1 Imports to provide
information to the market, if any, that may require disclosure
as a result of Pier 1 Imports board of directors
meeting at which the grants were approved. Delays in the grant
date may occur pending quarterly earnings releases and
conference calls or as otherwise directed by the board of
directors. For fiscal 2008, the grant date was delayed pending
Pier 1 Imports fourth quarter and year-end earnings
release and conference call. Pier 1 Imports does not grant
equity compensation awards in anticipation of the release of
material non-public information. Similarly, Pier 1 Imports
does not time the release of material non-public information
based on equity award grant dates. Pier 1 Imports
practice is for the date of grants of stock options and
restricted stock for named executive officers to be the same
date as grants for all other employees.
Perquisites During fiscal 2008
Pier 1 Imports paid its named executive officers a
pre-determined monthly sum to cover the cost of club dues,
automobile expenses, financial planning and tax preparation
services, and reimbursed those individuals for certain medical
expenses. In light of current trends regarding the payment of
perquisites to executives, Pier 1 Imports, at the beginning
of fiscal 2009, discontinued the payment of allowances for club
dues, automobile expenses, financial planning and tax
preparation, and the reimbursement for certain medical expenses.
In order to maintain a competitive position within the retail
industry with respect to total compensation and in consideration
for the discontinuance of these benefits, there was a one-time
adjustment to the executive officers base salaries.
Retirement and Other Plans Pier 1
Imports offers a supplemental retirement plan which is designed
to provide executives with post-employment financial security
and to mitigate the effects of deferral limitations on highly
compensated individuals in qualified plans such as Pier 1
Imports 401(k) plan. The plan also assists Pier 1
Imports in attracting and retaining executives. The plan is
discussed and described under the caption Pension Benefits
Table for the Fiscal Year Ended March 1, 2008 below.
Pier 1 Imports also offers a non-qualified deferred
compensation plan known as the Pier 1 Imports Benefit
Restoration Plan to its executives and key members of
management. Like the supplemental retirement plan, this plan is
designed to provide post-employment financial security and to
mitigate the effects of deferral limitations on highly
compensated individuals in qualified plans such as Pier 1
Imports 401(k) plan. The plan also assists Pier 1
Imports in attracting and retaining executives and key members
of management. The plan is described and discussed under the
caption Non-Qualified Deferred Compensation Table for the
Fiscal Year Ended March 1, 2008 below.
Employment Agreements and Post-Employment Consulting
Agreements From time to time, Pier 1
Imports utilizes employment agreements or post-employment
consulting agreements to create continuity of the
executives services and to mitigate the executives
risk of involuntary termination (other than for cause) or the
executives voluntary termination based on a good reason,
both events as defined in the respective agreements.
Post-employment consulting agreements allow executives to
provide certain services to Pier 1 Imports after a
qualified termination of employment.
31
Pier 1 Imports entered into post-employment consulting
agreements with Jay R. Jacobs, Executive Vice President,
Merchandising on September 13, 1995, Phil E. Schneider,
former Executive Vice President, Marketing on July 6, 1993,
Charles H. Turner, Executive Vice President and Chief Financial
Officer on September 19, 1994 and David A. Walker,
Executive Vice President, Planning and Allocations on
November 17, 1999.
Mr. Schneiders employment with Pier 1 Imports
ended on August 6, 2007 and subsequent to that date
Pier 1 Imports settled its obligations under his
post-employment consulting agreement in exchange for a release
from Mr. Schneider. The settlement amount is reflected in
the Summary Compensation Table below.
Effective April 20, 2008, Pier 1 Imports and each of
Messrs. Jacobs, Turner and Walker mutually terminated their
respective post-employment consulting agreement. There are no
further post-employment consulting agreements to which
Pier 1 Imports is a party.
Gregory S. Humenesky, Executive Vice President, Human Resources
entered into an employment agreement with Pier 1 Imports on
February 25, 2005. That agreement expired by its terms on
February 29, 2008.
As reflected in last fiscal years Compensation Discussion
and Analysis, Mr. Smith and Pier 1 Imports entered
into an employment agreement for Mr. Smiths
employment as Pier 1 Imports president and chief
executive officer. The initial term of the employment agreement
is for three years, which began on February 19, 2007 and
ends on February 27, 2010. The term of the employment
agreement renews for one-year periods unless Pier 1 Imports
or Mr. Smith gives notice of non-renewal at least
60 days prior to the term expiration.
Pursuant to the employment agreement, Mr. Smith receives a
base salary of $1,000,000 per year. That amount has been
increased to $1,050,000 per year beginning in fiscal 2009, for
the elimination of perquisites discussed above. Pursuant to the
employment agreement, Mr. Smiths bonus for fiscal
2008 would be between $500,000 and $750,000. Based on
Pier 1 Imports performance for fiscal 2008, the board
of directors approved $750,000 as the fiscal 2008 bonus for
Mr. Smith. He will participate in Pier 1 Imports
annual cash incentive award plan for Pier 1 Imports
2009 and 2010 fiscal years as determined by Pier 1
Imports compensation committee and board of directors at
those times.
Pursuant to Mr. Smiths employment agreement,
Mr. Smith was granted two stock options (Option
1 and Option 2, and, collectively, the
Options), to purchase an aggregate of
3,000,000 shares of Pier 1 Imports common stock.
The Options were granted as an employment inducement award, and
not under any stock option or other equity incentive plan
adopted by Pier 1 Imports.
Option 1 for 1,000,000 shares vested in full on
February 19, 2008. If Mr. Smith fails to be employed
with Pier 1 Imports between February 19, 2008 and
February 28, 2009, and Mr. Smith ends such employment
without good reason (as defined in Mr. Smiths
employment agreement), then he forfeits 50% of Option 1.
Option 2 for 2,000,000 shares is performance-based and will
vest upon meeting consolidated EBITDA targets to be established
by the board of directors for fiscal years 2009 and 2010. In
conjunction with establishing the short-term incentive plan and
performance measures for fiscal 2009 for all other executive
officers, the board of directors authorized an amendment to
Mr. Smiths employment and option agreements whereby
Option 2 will vest up to 1,000,000 shares based upon
achieving a percentage of the fiscal 2009 EBITDA target as
follows:
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|
|
|
|
|
|
|
100
|
%
|
|
of the 2009 EBITDA Target
|
|
|
|
|
|
|
1,000,000
|
|
|
shares;
|
|
96
|
%
|
|
of the 2009 EBITDA Target
|
|
|
|
|
|
|
900,000
|
|
|
shares;
|
|
92
|
%
|
|
of the 2009 EBITDA Target
|
|
|
|
|
|
|
800,000
|
|
|
shares;
|
|
88
|
%
|
|
of the 2009 EBITDA Target
|
|
|
|
|
|
|
700,000
|
|
|
shares;
|
|
84
|
%
|
|
of the 2009 EBITDA Target
|
|
|
|
|
|
|
600,000
|
|
|
shares; and
|
|
80
|
%
|
|
of the 2009 EBITDA Target
|
|
|
|
|
|
|
500,000
|
|
|
shares.
|
32
Option 2 will vest up to 1,000,000 additional shares based upon
achieving a percentage of the fiscal 2010 EBITDA target as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100
|
%
|
|
of the 2010 EBITDA Target
|
|
|
|
|
|
|
1,000,000
|
|
|
shares;
|
|
98
|
%
|
|
of the 2010 EBITDA Target
|
|
|
|
|
|
|
900,000
|
|
|
shares;
|
|
96
|
%
|
|
of the 2010 EBITDA Target
|
|
|
|
|
|
|
800,000
|
|
|
shares;
|
|
94
|
%
|
|
of the 2010 EBITDA Target
|
|
|
|
|
|
|
700,000
|
|
|
shares;
|
|
92
|
%
|
|
of the 2010 EBITDA Target
|
|
|
|
|
|
|
600,000
|
|
|
shares; and
|
|
90
|
%
|
|
of the 2010 EBITDA Target
|
|
|
|
|
|
|
500,000
|
|
|
shares.
|
If Pier 1 Imports aggregate consolidated EBITDA for
fiscal years 2009 and 2010 equals or exceeds the sum of the
fiscal 2009 EBITDA target plus the fiscal 2010 EBITDA target,
then any Option 2 shares that did not vest at the end of
fiscal 2009 may be earned and vest at the end of fiscal
2010. Both Option 1 and Option 2 have an exercise price of
$6.69 per share and expire February 19, 2017. Subject to
certain terms of the employment agreement, Mr. Smith must
be employed with Pier 1 Imports at the end of each
respective fiscal year for Option 2 to vest.
In addition, pursuant to the employment agreement, during fiscal
2008 Mr. Smith:
|
|
|
|
|
received $500,000 as reimbursement for his lost benefits under
the long-range performance incentive plan of his former employer;
|
|
|
|
became a participant in Pier 1 Imports Supplemental
Retirement Plan at the same level as his accrued benefits at
present value under the supplemental executive retirement plan
of his former employer. This was achieved by crediting
Mr. Smith with 10 years of plan participation and
6.67 years of credited service as defined by the
supplemental retirement plan. Mr. Smith was also given the
option to, and did, elect a lump-sum payment option for his
accrued benefit under the plan. The calculation of his benefits
under the plan is not subject to the plans cap of $500,000
on accrued annual benefits; and
|
|
|
|
received the perquisites described above for Pier 1
Imports executive officers plus the remaining portion of
the allowance of $125,000 for moving, relocation and related
expenses, including temporary housing, short-term automobile
rental or lease expenses and legal fees. In addition,
Pier 1 Imports paid all travel expenses for Mr. Smith
and his spouse from February 19, 2007 through May 19,
2007 for travel between Boston and Fort Worth.
|
The employment agreement contains non-solicitation and
non-competition agreements binding Mr. Smith for one year
following termination of employment.
Compensation
Determinations and Role of Executive Officers
Base pay, short-term incentive and long-term incentive
compensation recommendations for the named executive officers
were presented to the compensation committee at their meeting in
March of 2007. The presentation included recommendations of
Pier 1 Imports chief executive officer and human
resources compensation group on those elements of compensation,
plus recommended plan design changes, if any, and a summary of
all awards to all eligible levels of management. From time to
time, these type of presentations may include survey data from a
peer group of retail companies for the compensation
committees consideration. That data may include studies
and recommendations from independent outside consultants.
Generally, the compensation committee approves the fiscal year
compensation in March of each year with an effective date in
April. Implementation of the equity grant portion of the
compensation for the year occurs after compensation committee
and board of directors approval.
Pier 1
Imports Policy on Share Ownership
During fiscal 2008, Pier 1 Imports board of directors
adopted voluntary stock ownership guidelines for its
non-employee directors. These guidelines include acquiring
ownership of 50,000 or more shares of Pier 1 Imports
common stock within five years of becoming a director. Shares
counted toward ownership include open market purchases,
beneficial ownership, exercise of stock options, DSUs, and
lapse of restrictions on
33
restricted stock. Pier 1 Imports does not have equity or
other security ownership requirements or guidelines for its
executive officers. Pier 1 Imports has a written insider
trading policy that among other things prohibits directors,
officers and employees from selling short a Pier 1 Imports
security, or trading in options on a Pier 1 Imports
security, including calls and puts.
Pier 1
Imports Policy on Section 162(m)
Pier 1 Imports considers the effect of limitations on
deductibility of compensation for federal income tax purposes.
Section 162(m) of the Internal Revenue Code generally
prohibits public companies like Pier 1 Imports from
deducting from corporate income all compensation paid to the
chief executive officer or any of the four other most highly
compensated officers that exceeds $1,000,000 for each officer
during the tax year. Qualifying performance-based compensation
paid pursuant to plans approved by shareholders is not subject
to this deduction limitation. Pier 1 Imports attempts to
preserve the federal tax deductibility of compensation to the
extent reasonably practicable when doing so is consistent with
the executive compensation objective and goals mentioned above.
While Pier 1 Imports is aware of and understands the
requirements of Section 162(m), it does not believe that
compensation decisions should be based solely upon the amount of
compensation that is deductible for federal income tax purposes.
Pier 1 Imports may approve elements of compensation for
certain officers that are not fully deductible. For fiscal 2008,
the only two officers who received compensation that was not
fully deductible were Mr. Smith and Mr. Jacobs.
Summary
Compensation Table for the Fiscal Years Ended March 1, 2008
and March 3, 2007
The following table sets forth a summary of the compensation in
the past two fiscal years for services rendered in all
capacities to Pier 1 Imports and its subsidiaries by the
chief executive officer, chief financial officer, three other
most highly compensated executive officers, and one additional
individual for whom disclosure would be required but for the
fact that the individual was not serving as a Pier 1
Imports executive officer at the fiscal year-end.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
Non-Qualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Plan
|
|
Compensation
|
|
All Other
|
|
|
|
|
Fiscal
|
|
Salary(1)
|
|
Bonus
|
|
Awards(2)
|
|
Awards(3)
|
|
Compensation
|
|
Earnings(4)
|
|
Compensation(5)
|
|
Total
|
Name & Principal Position
|
|
Year
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
Alexander W. Smith
|
|
|
2008
|
|
|
$
|
1,000,000
|
|
|
$
|
750,000
|
|
|
|
N/A
|
|
|
$
|
1,434,638
|
|
|
$
|
0
|
|
|
$
|
3,883,868
|
|
|
$
|
637,144
|
|
|
$
|
7,705,650
|
|
President and
|
|
|
2007
|
|
|
$
|
22,243
|
|
|
$
|
0
|
|
|
|
N/A
|
|
|
$
|
47,296
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
46,598
|
|
|
$
|
116,137
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles H. Turner
|
|
|
2008
|
|
|
$
|
425,231
|
|
|
$
|
0
|
|
|
$
|
141,241
|
|
|
$
|
94,609
|
|
|
$
|
387,000
|
|
|
$
|
385,998
|
|
|
$
|
65,920
|
|
|
$
|
1,499,999
|
|
Executive Vice President
|
|
|
2007
|
|
|
$
|
377,692
|
|
|
$
|
0
|
|
|
$
|
102,916
|
|
|
$
|
42,692
|
|
|
$
|
0
|
|
|
$
|
107,777
|
|
|
$
|
79,832
|
|
|
$
|
710,909
|
|
and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory S. Humenesky(6)
|
|
|
2008
|
|
|
$
|
296,923
|
|
|
$
|
0
|
|
|
$
|
141,241
|
|
|
$
|
102,472
|
|
|
$
|
270,000
|
|
|
$
|
12,034
|
|
|
$
|
28,252
|
|
|
$
|
850,922
|
|
Executive Vice President,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Human Resources
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jay R. Jacobs
|
|
|
2008
|
|
|
$
|
392,115
|
|
|
$
|
0
|
|
|
$
|
141,241
|
|
|
$
|
116,212
|
|
|
$
|
351,000
|
|
|
$
|
363,390
|
|
|
$
|
64,381
|
|
|
$
|
1,428,339
|
|
Executive Vice President,
|
|
|
2007
|
|
|
$
|
377,692
|
|
|
$
|
0
|
|
|
$
|
102,916
|
|
|
$
|
44,680
|
|
|
$
|
0
|
|
|
$
|
9,926
|
|
|
$
|
74,334
|
|
|
$
|
609,548
|
|
Merchandising
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Phil E. Schneider
|
|
|
2008
|
|
|
$
|
157,604
|
|
|
$
|
0
|
|
|
$
|
37,351
|
|
|
$
|
255,178
|
|
|
$
|
0
|
|
|
$
|
128,028
|
|
|
$
|
386,466
|
|
|
$
|
964,627
|
|
Executive Vice President,
|
|
|
2007
|
|
|
$
|
283,462
|
|
|
$
|
0
|
|
|
$
|
102,916
|
|
|
$
|
131,570
|
|
|
$
|
0
|
|
|
$
|
64,994
|
|
|
$
|
63,604
|
|
|
$
|
646,546
|
|
Marketing (Employment ended August 6, 2007)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David A. Walker
|
|
|
2008
|
|
|
$
|
340,000
|
|
|
$
|
0
|
|
|
$
|
141,241
|
|
|
$
|
223,573
|
|
|
$
|
306,000
|
|
|
$
|
212,893
|
|
|
$
|
50,837
|
|
|
$
|
1,274,544
|
|
Executive Vice President,
|
|
|
2007
|
|
|
$
|
291,922
|
|
|
$
|
0
|
|
|
$
|
102,916
|
|
|
$
|
131,570
|
|
|
$
|
0
|
|
|
$
|
174,279
|
|
|
$
|
51,954
|
|
|
$
|
752,641
|
|
Planning and Allocations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
This column represents the amount of base salary paid to the
named executive officer during each fiscal year. |
|
(2) |
|
This column represents the dollar amount recognized for
financial statement reporting purposes in each fiscal year for
the fair value of time based and performance-based restricted
stock awards granted during |
34
|
|
|
|
|
such fiscal year as well as in prior fiscal years, in accordance
with SFAS 123R. The amounts shown exclude the impact of
estimated forfeitures related to service based vesting
conditions. For time based restricted stock awards, fair value
is calculated using the closing price of Pier 1
Imports common stock on the date of grant. No amount was
expensed in fiscal 2008 or fiscal 2007 for the performance-based
restricted stock awards granted in fiscal 2007 because it is
unlikely that the three-year cumulative EBITDA performance goal
of $331,000,000 will be met. These amounts reflect Pier 1
Imports accounting expense for these awards, and do not
necessarily correspond to the actual value that will be
recognized by the named executive officer. |
|
|
|
(3) |
|
This column represents the dollar amount recognized for
financial statement reporting purposes for each fiscal year for
the fair value of stock options granted in such fiscal year as
well as in prior fiscal years, in accordance with
SFAS 123R. The amounts shown exclude the impact of
estimated forfeitures related to service based vesting
conditions. For additional information on the valuation
assumptions with respect to the fiscal 2008 grants and grants
made prior to fiscal 2008, refer to note #10 to the Pier 1
Imports, Inc. consolidated financial statements in Pier 1
Imports Annual Report on
Form 10-K
for the fiscal year ended March 1, 2008 (the 2008
Form 10-K).
These amounts reflect Pier 1 Imports accounting
expense for these awards, and do not necessarily correspond to
the actual value that will be recognized by the named executive
officers. |
|
|
|
Option 1 granted to Mr. Smith to purchase
1,000,000 shares of Pier 1 Imports common stock
on February 19, 2007 vested on February 19, 2008. The
grant is being expensed over two years at $2.88 per share. If
Mr. Smith fails to be employed with Pier 1 Imports
between February 19, 2008 and February 28, 2009 and
Mr. Smith ends such employment without good reason (as
defined in Mr. Smiths employment agreement), then he
forfeits 50% of the option. In accordance with SFAS 123R,
no grant date fair value had been determined as of March 1,
2008 for Mr. Smiths Option 2 performance-based
options to purchase 2,000,000 shares since performance
targets related to these options had not as of that date been
set by the board of directors. |
|
(4) |
|
This column represents the sum of the change in pension value
and above market earnings on non-qualified deferred compensation
earnings for each of the named executive officers. During fiscal
2007, Mr. Smith did not participate in a Pier 1
Imports defined benefit plan. |
|
|
|
The change in pension value was: |
|
|
|
|
|
|
|
|
|
Name
|
|
Fiscal 2008
|
|
|
Fiscal 2007
|
|
|
Alexander W. Smith
|
|
$
|
3,883,868
|
|
|
|
N/A
|
|
Charles H. Turner
|
|
$
|
385,629
|
|
|
$
|
107,259
|
|
Gregory S. Humenesky
|
|
$
|
11,799
|
|
|
|
N/A
|
|
Jay R. Jacobs
|
|
$
|
360,718
|
|
|
$
|
8,877
|
|
Phil E. Schneider
|
|
$
|
125,005
|
|
|
$
|
64,024
|
|
David A. Walker
|
|
$
|
210,351
|
|
|
$
|
173,593
|
|
|
|
|
|
|
See the Pension Benefits Table below for additional information. |
|
|
|
During fiscal 2008 and 2007, Mr. Smith did not participate
in a non-qualified deferred compensation plan. The above market
earnings on the non-qualified deferred compensation plan(s) in
which the below named executive officers participated were: |
|
|
|
|
|
|
|
|
|
Name
|
|
Fiscal 2008
|
|
Fiscal 2007
|
|
Charles H. Turner
|
|
$
|
369
|
|
|
$
|
518
|
|
Gregory S. Humenesky
|
|
$
|
235
|
|
|
|
N/A
|
|
Jay R. Jacobs
|
|
$
|
2,672
|
|
|
$
|
1,049
|
|
Phil E. Schneider
|
|
$
|
3,023
|
|
|
$
|
970
|
|
David A. Walker
|
|
$
|
2,542
|
|
|
$
|
686
|
|
|
|
|
|
|
Above market earnings represent the difference between 120% of
the long-term applicable Federal Rate at the time the rate for
the plan was selected and the 7.03% and 7.05% annual interest
credited in calendar |
35
|
|
|
|
|
years 2008 and 2007, respectively, by Pier 1 Imports on
salary deferred by the named executive officers plus Pier 1
Imports match amounts under the non-qualified deferred
compensation plans described under the caption
Non-Qualified Deferred Compensation Table for the Fiscal
Year Ended March 1, 2008 below. Additional
information on these plans and the indicated named executive
officers participation is shown in that table. |
|
(5) |
|
The following table describes each component of the All Other
Compensation column in the Summary Compensation Table. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Planning
|
|
|
|
Payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and Tax
|
|
|
|
Relating to
|
|
Dividends
|
|
Moving,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officer
|
|
Preparation
|
|
|
|
Employee
|
|
Paid on
|
|
Relocation
|
|
Total
|
|
|
|
|
Fiscal
|
|
Car
|
|
Club Dues
|
|
Cell Phone
|
|
Medical
|
|
Services
|
|
Tax
|
|
Savings
|
|
Restricted
|
|
and Other
|
|
All Other
|
|
|
Name
|
|
Year
|
|
Allowance
|
|
Allowance
|
|
Allowance
|
|
Reimbursement(a)
|
|
Allowance
|
|
Gross-Ups(b)
|
|
Plans(c)
|
|
Stock(d)
|
|
Expenses(e)
|
|
Compensation
|
|
|
|
Alexander W. Smith
|
|
|
2008
|
|
|
$
|
19,200
|
|
|
$
|
3,900
|
|
|
$
|
900
|
|
|
$
|
3,111
|
|
|
$
|
20,000
|
|
|
$
|
0
|
|
|
$
|
4,615
|
|
|
|
N/A
|
|
|
$
|
585,418
|
|
|
$
|
637,144
|
|
|
|
|
|
|
|
|
2007
|
|
|
$
|
526
|
|
|
$
|
107
|
|
|
|
N/A
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
N/A
|
|
|
$
|
45,965
|
|
|
$
|
46,598
|
|
|
|
|
|
Charles H. Turner
|
|
|
2008
|
|
|
$
|
14,400
|
|
|
$
|
2,400
|
|
|
$
|
900
|
|
|
$
|
5,467
|
|
|
$
|
8,600
|
|
|
$
|
0
|
|
|
$
|
34,153
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
65,920
|
|
|
|
|
|
|
|
|
2007
|
|
|
$
|
13,200
|
|
|
$
|
2,228
|
|
|
|
N/A
|
|
|
$
|
14,533
|
|
|
$
|
7,600
|
|
|
$
|
3,829
|
|
|
$
|
31,336
|
|
|
$
|
7,106
|
|
|
$
|
0
|
|
|
$
|
79,832
|
|
|
|
|
|
Gregory S. Humenesky
|
|
|
2008
|
|
|
$
|
14,400
|
|
|
$
|
2,400
|
|
|
$
|
900
|
|
|
$
|
3,312
|
|
|
$
|
6,000
|
|
|
$
|
0
|
|
|
$
|
1,240
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
28,252
|
|
|
|
|
|
Jay R. Jacobs
|
|
|
2008
|
|
|
$
|
14,400
|
|
|
$
|
2,400
|
|
|
$
|
900
|
|
|
$
|
1,615
|
|
|
$
|
7,800
|
|
|
$
|
0
|
|
|
$
|
37,266
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
64,381
|
|
|
|
|
|
|
|
|
2007
|
|
|
$
|
13,200
|
|
|
$
|
2,228
|
|
|
|
N/A
|
|
|
$
|
4,145
|
|
|
$
|
7,600
|
|
|
$
|
2,950
|
|
|
$
|
37,105
|
|
|
$
|
7,106
|
|
|
$
|
0
|
|
|
$
|
74,334
|
|
|
|
|
|
Phil E. Schneider
|
|
|
2008
|
|
|
$
|
6,000
|
|
|
$
|
1,000
|
|
|
$
|
0
|
|
|
$
|
2,893
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
10,323
|
|
|
$
|
0
|
|
|
$
|
366,250
|
|
|
$
|
386,466
|
|
|
|
|
|
(Employment ended
|
|
|
2007
|
|
|
$
|
13,200
|
|
|
$
|
2,228
|
|
|
|
N/A
|
|
|
$
|
9,844
|
|
|
$
|
5,700
|
|
|
$
|
2,496
|
|
|
$
|
23,030
|
|
|
$
|
7,106
|
|
|
$
|
0
|
|
|
$
|
63,604
|
|
|
|
|
|
August 6, 2007)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David A. Walker
|
|
|
2008
|
|
|
$
|
14,400
|
|
|
$
|
2,400
|
|
|
$
|
900
|
|
|
$
|
3,954
|
|
|
$
|
6,800
|
|
|
$
|
0
|
|
|
$
|
22,383
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
50,837
|
|
|
|
|
|
|
|
|
2007
|
|
|
$
|
13,200
|
|
|
$
|
2,228
|
|
|
|
N/A
|
|
|
$
|
1,510
|
|
|
$
|
5,700
|
|
|
$
|
2,511
|
|
|
$
|
19,699
|
|
|
$
|
7,106
|
|
|
$
|
0
|
|
|
$
|
51,954
|
|
|
|
|
|
|
|
|
(a) |
|
This column reports amounts reimbursed to the named executive
officers for medical expenses under the Pier 1 Imports
Executive Health Expense Reimbursement Plan. |
|
(b) |
|
This column reports the amount of
gross-ups
for taxes paid to the named executive officers. |
|
(c) |
|
This column reports (a) Pier 1 Imports matching
contributions to the named executive officers 401(k)
savings account equal to the sum of (i) 100% of the first
one percent of the participants elected compensation
deferral, and (ii) 50% of the next four percent of the
participants elected compensation deferral, up to the
limitations imposed under IRS rules; (b) the same rate of
Pier 1 Imports matching contributions to the named
executive officers account in the Pier 1 Imports
non-qualified deferred compensation plan known as the Benefit
Restoration Plan II, which is subject to the same vesting
requirements as Pier 1 Imports 401(k) Retirement
Plan; and (c) Pier 1 Imports matching contributions to
the named executive officers Stock Purchase Plan account
equal to 50% of the named executive officers compensation
deduction, other than Mr. Walker whose matching
contributions were 100% of his compensation deduction, and
Mr. Humenesky whose matching contributions were 20% for a
portion of the year and 30% for the remainder of the year. |
|
|
|
Those contributions were as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Fiscal Year
|
|
401(k)
|
|
BRP II
|
|
SPP
|
|
Total
|
|
Alexander W. Smith
|
|
|
2008
|
|
|
$
|
4,615
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
4,615
|
|
|
|
|
2007
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Charles H. Turner
|
|
|
2008
|
|
|
$
|
7,039
|
|
|
$
|
5,853
|
|
|
$
|
21,261
|
|
|
$
|
34,153
|
|
|
|
|
2007
|
|
|
$
|
6,687
|
|
|
$
|
5,765
|
|
|
$
|
18,884
|
|
|
$
|
31,336
|
|
Gregory S. Humenesky
|
|
|
2008
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
1,240
|
|
|
$
|
1,240
|
|
Jay R. Jacobs
|
|
|
2008
|
|
|
$
|
6,808
|
|
|
$
|
10,852
|
|
|
$
|
19,606
|
|
|
$
|
37,266
|
|
|
|
|
2007
|
|
|
$
|
6,687
|
|
|
$
|
11,534
|
|
|
$
|
18,884
|
|
|
$
|
37,105
|
|
Phil E. Schneider
|
|
|
2008
|
|
|
$
|
2,498
|
|
|
$
|
4,077
|
|
|
$
|
3,748
|
|
|
$
|
10,323
|
|
(Employment ended
|
|
|
2007
|
|
|
$
|
5,815
|
|
|
$
|
8,711
|
|
|
$
|
8,504
|
|
|
$
|
23,030
|
|
August 6, 2007)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David A. Walker
|
|
|
2008
|
|
|
$
|
5,100
|
|
|
$
|
10,783
|
|
|
$
|
6,500
|
|
|
$
|
22,383
|
|
|
|
|
2007
|
|
|
$
|
4,488
|
|
|
$
|
8,711
|
|
|
$
|
6,500
|
|
|
$
|
19,699
|
|
36
|
|
|
|
|
Pier 1 Imports 401(k) and Stock Purchase Plan are
broad based plans available to all eligible employees on a
non-discriminatory basis. |
|
(d) |
|
This column reports dividends paid on unvested restricted stock
held by the named executive officers. |
|
(e) |
|
This column reports the following amounts paid to Mr. Smith
pursuant to his employment agreement and as described in the
Compensation Discussion and Analysis above: |
|
|
|
|
|
$125,000 allowance for moving, relocation, and other
expenses ($45,965 paid during fiscal 2007 and $79,035 paid
during fiscal 2008);
|
|
|
|
Travel expenses of $6,383 paid by Pier 1
Imports during fiscal 2008 for Mr. Smith and his spouse for
travel between Boston and Fort Worth; and
|
|
|
|
$500,000 reimbursement during fiscal 2008 for lost
benefits under the long-range performance incentive plan of his
former employer.
|
|
|
|
|
|
This column reports $366,250 paid to Mr. Schneider for
termination and settlement of his post-employment consulting
agreement. |
|
|
|
(6) |
|
Mr. Humenesky was not a named executive officer in fiscal
2007. |
Grants of
Plan-Based Awards for the Fiscal Year Ended March 1,
2008
During fiscal 2008, Pier 1 Imports maintained a short-term
incentive plan for senior executives and key members of
management in which all of the named executive officers other
than Mr. Smith participated. Under the plan, incentive
awards in the form of cash are paid if Pier 1 Imports
attains certain targeted levels of consolidated operating cash
earnings from continuing operations before interest, taxes,
depreciation, and amortization, but not including unusual or
non-recurring charges nor certain non-cash items, each as
determined by the compensation committee, or a subcommittee. We
refer to this measure as the Profit Goal. The participant must
be employed at the end of the fiscal year to receive any cash
incentive award. An executives cash incentive award
potential is expressed as a percentage of his annual base salary
for the fiscal year. The cash incentive award target for
Messrs. Turner, Humenesky, Jacobs and Walker was 75% of
their annual base salary. Mr. Schneider was not employed
with Pier 1 Imports at the end of fiscal 2008. The
short-term incentive plan is further described in the
Compensation Discussion and Analysis above.
Mr. Smiths bonus for fiscal 2008 was set pursuant to
his employment agreement at a minimum guaranteed amount of
$500,000, with a maximum payout of $750,000 at the discretion of
the board of directors. This bonus amount is not an incentive
plan award and is not included in the table below. However, his
actual payout of $750,000 is included in the Summary
Compensation Table above under the Bonus column.
During fiscal 2008, Pier 1 Imports granted under the
Pier 1 Imports, Inc. 2006 Stock Incentive Plan time based
restricted stock awards. These time based awards vest 33%, 33%
and 34% each year over a three-year period beginning on the
first anniversary of the grant date provided that the
participant is employed at the vesting date. Time based
restricted stock grants for fiscal 2008 to Messrs. Turner,
Humenesky, Jacobs, Schneider and Walker were 12,000 shares
each. Mr. Schneider forfeited all of his unvested
restricted stock awards upon his termination.
During fiscal 2008, Pier 1 Imports granted under the
Pier 1 Imports, Inc. 2006 Stock Incentive Plan
non-qualified stock options of 60,000 each to
Messrs. Turner, Humenesky, Jacobs, Schneider and Walker
that vest equally over a four-year period beginning on the first
anniversary of the grant date. The options terminate
10 years from the date of grant. Mr. Schneiders
stock option vesting accelerated pursuant to the option grant
agreement upon the end of his employment given his age and years
of service with Pier 1 Imports. Those fully vested options
may be exercised during the three years following his
termination.
37
The following table sets forth information relating to grants of
plan-based awards during the fiscal year ended March 1,
2008 to the executive officers named in the Summary Compensation
Table. Pier 1 Imports distributes long-term incentive
awards as soon as possible following receipt of all required
approvals. Stock options are granted at the closing price of
Pier 1 Imports common stock on the date of the grant.
Pier 1 Imports practice is for the grants of stock
options and restricted stock to be made on the day following
board of directors approval allowing Pier 1 Imports to
provide information to the market, if any, that may require
disclosure as a result of Pier 1 Imports board of
directors meeting at which the grants were approved. Delays in
the grant date may occur pending quarterly earnings releases and
conference calls or as otherwise directed by the board of
directors. For fiscal 2008, the grant date was delayed pending
Pier 1 Imports fourth quarter and year-end earnings
release and conference call.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All other
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
|
|
Grant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
Awards:
|
|
Exercise
|
|
Date Fair
|
|
|
|
|
|
|
Estimated Future Payouts
|
|
Estimated Future Payouts
|
|
Number
|
|
Number of
|
|
or Base
|
|
Value of
|
|
|
|
|
|
|
Under Non-Equity
|
|
Under Equity Incentive
|
|
of Shares
|
|
Securities
|
|
Price of
|
|
Stock and
|
|
|
|
|
|
|
Incentive Plan Awards(1)
|
|
Plan Awards
|
|
of Stock
|
|
Underlying
|
|
Option
|
|
Option
|
|
|
Grant
|
|
Meeting
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
or Units(2)
|
|
Options(3)
|
|
Awards(4)
|
|
Awards(5)
|
Name
|
|
Date
|
|
Date
|
|
($)
|
|
($)
|
|
($)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
($/Share)
|
|
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alexander W. Smith
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles H. Turner
|
|
|
04/13/2007
|
|
|
|
03/27/2007
|
|
|
$
|
32,250
|
|
|
$
|
322,500
|
|
|
$
|
483,750
|
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
|
12,000
|
|
|
|
60,000
|
|
|
$
|
7.77
|
|
|
$
|
293,190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory S. Humenesky
|
|
|
04/13/2007
|
|
|
|
03/27/2007
|
|
|
$
|
22,500
|
|
|
$
|
225,000
|
|
|
$
|
337,500
|
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
|
12,000
|
|
|
|
60,000
|
|
|
$
|
7.77
|
|
|
$
|
293,190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jay R. Jacobs
|
|
|
04/13/2007
|
|
|
|
03/27/2007
|
|
|
$
|
29,250
|
|
|
$
|
292,500
|
|
|
$
|
438,750
|
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
|
12,000
|
|
|
|
60,000
|
|
|
$
|
7.77
|
|
|
$
|
293,190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Phil E. Schneider (Employment ended August 6, 2007)
|
|
|
04/13/2007
|
|
|
|
03/27/2007
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
|
12,000
|
|
|
|
60,000
|
|
|
$
|
7.77
|
|
|
$
|
293,190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David A. Walker
|
|
|
04/13/2007
|
|
|
|
03/27/2007
|
|
|
$
|
25,500
|
|
|
$
|
255,000
|
|
|
$
|
382,500
|
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
|
12,000
|
|
|
|
60,000
|
|
|
$
|
7.77
|
|
|
$
|
293,190
|
|
|
|
|
(1) |
|
These columns show the potential value of the payout for each
named executive officer, other than Mr. Smith, under the
short-term incentive plan described above when the threshold,
target or maximum amount of the Profit Goal for fiscal 2008 is
met provided the named executive officer is employed at the end
of the fiscal year. Mr. Schneider was not employed at the
end of the fiscal year. The target calculation is based on the
named executive officers fiscal 2008 annual base salary as
of the last day of the fiscal year March 1,
2008. The fiscal 2008 annual base salary in effect for cash
incentive award calculations for Mr. Turner was $430,000;
for Mr. Humenesky was $300,000; for Mr. Jacobs was
$390,000; and for Mr. Walker was $340,000. |
|
(2) |
|
This column shows the number of time based restricted stock
awards granted to the named executive officer, other than
Mr. Smith, in fiscal 2008 pursuant to the Pier 1
Imports 2006 Stock Incentive Plan. These awards vest 33%, 33%
and 34% respectively on each anniversary of the grant date
provided that the named executive officer is employed on the
vesting date. The restricted stock award agreement permits an
employee to satisfy his income tax withholding obligations up to
the minimum statutory rate by electing to require Pier 1
Imports to purchase unrestricted shares otherwise deliverable.
Mr. Schneider forfeited this restricted stock award upon
his termination of employment with Pier 1 Imports on
August 6, 2007. |
|
(3) |
|
This column shows the number of non-qualified stock options
granted to each named executive officer, other than
Mr. Smith, in fiscal 2008 pursuant to the Pier 1
Imports 2006 Stock Incentive Plan. All of these options become
exercisable in annual installments of 25% on each of the four
anniversaries of the date of grant, except that they become
fully exercisable upon retirement, death, or disability. The
stock option award agreement permits an employee to tender
previously owned shares to pay the exercise price of an option
and permits an employee to satisfy his income tax withholding
obligations up to the minimum statutory rate by the
delivery of previously owned shares or the withholding of shares
otherwise issuable upon exercise of the option. Options
terminate (i) at the time of termination of employment if
the employment ends without Pier 1 Imports consent,
(ii) the earlier of expiration of the option term or the
91st day after the date of termination in the case of
termination with the consent of Pier 1 Imports,
(iii) the earlier of expiration of the option term or one
year after death or disability, or (iv) the earlier of
expiration of the option term, or three years after retirement
(defined to be age 65 or over, or age 55 or over with
at least 15 years of employment with Pier 1 Imports).
Upon retirement, the option award becomes fully vested.
Mr. Schneiders employment with Pier 1 Imports
was terminated on August 6, 2007 and his options |
38
|
|
|
|
|
became 100% vested upon his date of termination and exercisable
for three years following the date of termination given his age
and years of service as of that date. |
|
(4) |
|
This column shows the exercise price for the stock options
granted, which was the closing market price of Pier 1
Imports common stock on April 13, 2007. |
|
(5) |
|
This column shows the full grant date fair value of the time
based restricted stock awards and the stock options to the named
executive officers under SFAS 123R in fiscal 2008.
Generally, the full grant date fair value is the amount that
Pier 1 Imports would expense in its financial statements
over the awards vesting schedule. As
Messrs. Schneider and Walker were retirement eligible under
the provisions of their stock option grant agreements under the
Pier 1 Imports, Inc. 2006 Stock Incentive Plan (given their
respective age and years of employment with Pier 1
Imports), the fair value of their stock option awards were
expensed in their entirety in fiscal 2008. The grant date fair
value of the restricted stock awards was based on the closing
price of Pier 1 Imports common stock on the date of
grant of $7.77. For stock options, grant date fair value was
calculated using the Black Scholes model value on the date of
grant as $3.33. For additional information on the valuation
assumptions, refer to note #10 to the Pier 1 Imports, Inc.
consolidated financial statements in the 2008
Form 10-K.
These amounts reflect Pier 1 Imports accounting
expense and do not necessarily correspond to the actual value
that will be recognized by the named executive officers. |
Outstanding
Equity Awards Table for the Fiscal Year Ended March 1,
2008
The following table provides information on the current
outstanding stock option and restricted stock awards held by
each named executive officer as of the end of fiscal 2008.
Market value was determined using the closing price of
Pier 1 Imports common stock of $5.24 (the NYSE
closing price on February 29, 2008, which was the last
business day of fiscal 2008).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
Market or
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
Payout
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
|
Awards:
|
|
|
Value of
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
|
Value of
|
|
|
Number of
|
|
|
Unearned
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Shares or
|
|
|
Unearned
|
|
|
Shares,
|
|
|
|
|
|
|
Securities
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
Shares or
|
|
|
Units of
|
|
|
Shares, Units
|
|
|
Units or
|
|
|
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
Units of
|
|
|
Stock
|
|
|
or Other
|
|
|
Other
|
|
|
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
|
|
|
Stock That
|
|
|
That
|
|
|
Rights That
|
|
|
Rights That
|
|
|
|
|
|
|
Options
|
|
|
Options
|
|
|
Unearned
|
|
|
Exercise
|
|
|
Option
|
|
|
Have Not
|
|
|
Have Not
|
|
|
Have Not
|
|
|
Have not
|
|
|
|
|
|
|
(#)
|
|
|
(#)
|
|
|
Options
|
|
|
Price
|
|
|
Expiration
|
|
|
Vested(4)
|
|
|
Vested
|
|
|
Vested(5)
|
|
|
Vested
|
|
Name
|
|
Grant Date(1)
|
|
|
Exercisable
|
|
|
Unexercisable(2)
|
|
|
(#)
|
|
|
($)
|
|
|
Date
|
|
|
(#)
|
|
|
($)
|
|
|
(#)
|
|
|
($)
|
|
|
Alexander W. Smith
|
|
|
02/19/2007
|
|
|
|
1,000,000
|
|
|
|
|
|
|
|
|
|
|
$
|
6.6900
|
|
|
|
02/19/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/19/2007
|
|
|
|
|
|
|
|
|
|
|
|
2,000,000
|
(3)
|
|
$
|
6.6900
|
|
|
|
02/19/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles H. Turner
|
|
|
10/12/2000
|
|
|
|
60,000
|
|
|
|
|
|
|
|
|
|
|
$
|
10.4375
|
|
|
|
10/12/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
09/27/2001
|
|
|
|
75,000
|
|
|
|
|
|
|
|
|
|
|
$
|
8.2600
|
|
|
|
09/27/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
09/26/2002
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
$
|
20.3800
|
|
|
|
09/26/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
09/25/2003
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
$
|
19.4000
|
|
|
|
09/25/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
06/28/2004
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
$
|
17.2500
|
|
|
|
06/28/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
07/01/2005
|
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
|
|
|
$
|
14.2500
|
|
|
|
07/01/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
06/23/2006
|
|
|
|
7,500
|
|
|
|
22,500
|
|
|
|
|
|
|
$
|
7.5500
|
|
|
|
06/23/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
04/13/2007
|
|
|
|
|
|
|
|
60,000
|
|
|
|
|
|
|
$
|
7.7700
|
|
|
|
04/13/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
07/01/2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,120
|
|
|
$
|
32,069
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
06/23/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,370
|
|
|
$
|
38,619
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
04/13/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,000
|
|
|
$
|
62,880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
06/23/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,000
|
|
|
$
|
62,880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory S. Humenesky
|
|
|
03/03/2005
|
|
|
|
2,500
|
|
|
|
2,500
|
|
|
|
|
|
|
$
|
18.4900
|
|
|
|
03/03/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
07/01/2005
|
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
|
|
|
$
|
14.2500
|
|
|
|
07/01/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
06/23/2006
|
|
|
|
7,500
|
|
|
|
22,500
|
|
|
|
|
|
|
$
|
7.5500
|
|
|
|
06/23/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
04/13/2007
|
|
|
|
|
|
|
|
60,000
|
|
|
|
|
|
|
$
|
7.7700
|
|
|
|
04/13/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
07/01/2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,120
|
|
|
$
|
32,069
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
06/23/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,370
|
|
|
$
|
38,619
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
04/13/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,000
|
|
|
$
|
62,880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
06/23/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,000
|
|
|
$
|
62,880
|
|
39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
Market or
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
Payout
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
|
Awards:
|
|
|
Value of
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
|
Value of
|
|
|
Number of
|
|
|
Unearned
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Shares or
|
|
|
Unearned
|
|
|
Shares,
|
|
|
|
|
|
|
Securities
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
Shares or
|
|
|
Units of
|
|
|
Shares, Units
|
|
|
Units or
|
|
|
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
Units of
|
|
|
Stock
|
|
|
or Other
|
|
|
Other
|
|
|
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
|
|
|
Stock That
|
|
|
That
|
|
|
Rights That
|
|
|
Rights That
|
|
|
|
|
|
|
Options
|
|
|
Options
|
|
|
Unearned
|
|
|
Exercise
|
|
|
Option
|
|
|
Have Not
|
|
|
Have Not
|
|
|
Have Not
|
|
|
Have not
|
|
|
|
|
|
|
(#)
|
|
|
(#)
|
|
|
Options
|
|
|
Price
|
|
|
Expiration
|
|
|
Vested(4)
|
|
|
Vested
|
|
|
Vested(5)
|
|
|
Vested
|
|
Name
|
|
Grant Date(1)
|
|
|
Exercisable
|
|
|
Unexercisable(2)
|
|
|
(#)
|
|
|
($)
|
|
|
Date
|
|
|
(#)
|
|
|
($)
|
|
|
(#)
|
|
|
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jay R. Jacobs
|
|
|
09/17/1998
|
|
|
|
7,500
|
|
|
|
|
|
|
|
|
|
|
$
|
8.5000
|
|
|
|
09/17/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/12/2000
|
|
|
|
45,000
|
|
|
|
|
|
|
|
|
|
|
$
|
10.4375
|
|
|
|
10/12/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
09/27/2001
|
|
|
|
75,000
|
|
|
|
|
|
|
|
|
|
|
$
|
8.2600
|
|
|
|
09/27/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
09/26/2002
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
$
|
20.3800
|
|
|
|
09/26/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
09/25/2003
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
$
|
19.4000
|
|
|
|
09/25/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
06/28/2004
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
$
|
17.2500
|
|
|
|
06/28/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
07/01/2005
|
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
|
|
|
$
|
14.2500
|
|
|
|
07/01/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
06/23/2006
|
|
|
|
7,500
|
|
|
|
22,500
|
|
|
|
|
|
|
$
|
7.5500
|
|
|
|
06/23/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
04/13/2007
|
|
|
|
|
|
|
|
60,000
|
|
|
|
|
|
|
$
|
7.7700
|
|
|
|
04/13/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
07/01/2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,120
|
|
|
$
|
32,069
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
06/23/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,370
|
|
|
$
|
38,619
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
04/13/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,000
|
|
|
$
|
62,880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
06/23/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,000
|
|
|
$
|
62,880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Phil E. Schneider(6)
|
|
|
09/17/1998
|
|
|
|
30,000
|
|
|
|
|
|
|
|
|
|
|
$
|
8.5000
|
|
|
|
09/17/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Employment ended
|
|
|
09/14/1999
|
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
|
$
|
5.8125
|
|
|
|
09/14/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 6, 2007)
|
|
|
10/12/2000
|
|
|
|
60,000
|
|
|
|
|
|
|
|
|
|
|
$
|
10.4375
|
|
|
|
08/06/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
09/27/2001
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
$
|
8.2600
|
|
|
|
08/06/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
09/26/2002
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
$
|
20.3800
|
|
|
|
08/06/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
09/25/2003
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
$
|
19.4000
|
|
|
|
08/06/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
06/28/2004
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
$
|
17.2500
|
|
|
|
08/06/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
07/01/2005
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
$
|
14.2500
|
|
|
|
08/06/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
06/23/2006
|
|
|
|
30,000
|
|
|
|
|
|
|
|
|
|
|
$
|
7.5500
|
|
|
|
08/06/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
04/13/2007
|
|
|
|
60,000
|
|
|
|
|
|
|
|
|
|
|
$
|
7.7700
|
|
|
|
08/06/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David A. Walker
|
|
|
03/25/1998
|
|
|
|
1,800
|
|
|
|
|
|
|
|
|
|
|
$
|
18.5000
|
|
|
|
03/25/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
09/17/1998
|
|
|
|
6,000
|
|
|
|
|
|
|
|
|
|
|
$
|
8.5000
|
|
|
|
09/17/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03/25/1999
|
|
|
|
3,500
|
|
|
|
|
|
|
|
|
|
|
$
|
8.1875
|
|
|
|
03/25/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
09/14/1999
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
$
|
5.8125
|
|
|
|
09/14/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/12/2000
|
|
|
|
60,000
|
|
|
|
|
|
|
|
|
|
|
$
|
10.4375
|
|
|
|
10/12/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
09/27/2001
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
$
|
8.2600
|
|
|
|
09/27/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
09/26/2002
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
$
|
20.3800
|
|
|
|
09/26/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
09/25/2003
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
$
|
19.4000
|
|
|
|
09/25/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
06/28/2004
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
$
|
17.2500
|
|
|
|
06/28/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
07/01/2005
|
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
|
|
|
$
|
14.2500
|
|
|
|
07/01/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
06/23/2006
|
|
|
|
7,500
|
|
|
|
22,500
|
|
|
|
|
|
|
$
|
7.5500
|
|
|
|
06/23/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
04/13/2007
|
|
|
|
|
|
|
|
60,000
|
|
|
|
|
|
|
$
|
7.7700
|
|
|
|
04/13/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
07/01/2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,120
|
|
|
$
|
32,069
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
06/23/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,370
|
|
|
$
|
38,619
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
04/13/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,000
|
|
|
$
|
62,880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
06/23/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,000
|
|
|
$
|
62,880
|
|
|
|
|
(1) |
|
For better understanding of this table, we have included an
additional column showing the grant date of the stock options
and restricted stock awards. |
40
|
|
|
(2) |
|
Stock options become exercisable in accordance with the vesting
schedule below: |
|
|
|
Grant Date
|
|
Vesting
|
|
07/01/2005, 06/23/2006 and 04/13/2007
|
|
25% per year beginning on the anniversary of grant date.
|
|
|
|
02/19/2007
|
|
As described and discussed in the Compensation Discussion and
Analysis above, Option 1 for Mr. Smith vested in full on
February 19, 2008.
|
|
|
|
(3) |
|
Refer to the Compensation Discussion and Analysis above on
Option 2 granted to Mr. Smith for a discussion of its
vesting. |
|
(4) |
|
Time based restricted stock awards vest according to the
following schedule: |
|
|
|
Grant Date
|
|
Vesting
|
|
07/01/2005, 06/23/2006 and 04/13/2007
|
|
33%, 33% and 34% respectively on each anniversary of the grant
date provided that the participant is employed at the vesting
date.
|
|
|
|
(5) |
|
Performance-based restricted stock awards vest according to the
following schedule: |
|
|
|
Grant Date
|
|
Vesting
|
|
06/23/2006
|
|
Cliff vest on February 28, 2009 if three-year cumulative EBITDA
is at least $331,000,000 provided that the participant is
employed at the end of the three fiscal years.
|
|
|
|
(6) |
|
Upon the termination of Mr. Schneiders employment on
August 6, 2007, all unvested restricted stock awards (time
and performance-based) were forfeited. His stock options are
exercisable until the earlier of expiration of the option term
of 10 years from the grant date, or August 6, 2010. |
Option
Exercises and Stock Vested Table for the Fiscal Year Ended
March 1, 2008
The following table provides information for each named
executive officer on (a) stock option exercises during
fiscal 2008, including the number of shares acquired upon
exercise and the value realized, and (b) the number of
shares for which forfeiture restrictions lapse upon the vesting
of time based restricted stock awards and the value realized. In
each event the value realized is before payment of any
applicable withholding tax and broker commissions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards(1)
|
|
|
Number of
|
|
|
|
|
|
Number of
|
|
|
|
|
Shares Acquired
|
|
Value Realized
|
|
|
|
Shares Acquired
|
|
Value Realized
|
|
|
on Exercise
|
|
on Exercise
|
|
|
|
on Vesting
|
|
on Vesting
|
Name
|
|
(#)
|
|
($)
|
|
Grant Date
|
|
(#)
|
|
($)
|
|
Alexander W. Smith
|
|
|
0
|
|
|
$
|
0
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Charles H. Turner
|
|
|
0
|
|
|
$
|
0
|
|
|
|
06/23/2006
|
|
|
|
3,630
|
|
|
$
|
30,165
|
|
|
|
|
|
|
|
|
|
|
|
|
07/01/2005
|
|
|
|
5,940
|
|
|
$
|
50,431
|
|
Gregory S. Humenesky
|
|
|
0
|
|
|
$
|
0
|
|
|
|
06/23/2006
|
|
|
|
3,630
|
|
|
$
|
30,165
|
|
|
|
|
|
|
|
|
|
|
|
|
07/01/2005
|
|
|
|
5,940
|
|
|
$
|
50,431
|
|
Jay R. Jacobs
|
|
|
0
|
|
|
$
|
0
|
|
|
|
06/23/2006
|
|
|
|
3,630
|
|
|
$
|
30,165
|
|
|
|
|
|
|
|
|
|
|
|
|
07/01/2005
|
|
|
|
5,940
|
|
|
$
|
50,431
|
|
Phil E. Schneider
|
|
|
0
|
|
|
$
|
0
|
|
|
|
06/23/2006
|
|
|
|
3,630
|
|
|
$
|
30,165
|
|
(Employment ended
|
|
|
|
|
|
|
|
|
|
|
07/01/2005
|
|
|
|
5,940
|
|
|
$
|
50,431
|
|
August 6, 2007)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David A. Walker
|
|
|
0
|
|
|
$
|
0
|
|
|
|
06/23/2006
|
|
|
|
3,630
|
|
|
$
|
30,165
|
|
|
|
|
|
|
|
|
|
|
|
|
07/01/2005
|
|
|
|
5,940
|
|
|
$
|
50,431
|
|
|
|
|
(1) |
|
On June 23, 2006 and July 1, 2005,
Messrs. Turner, Humenesky, Jacobs, Schneider and Walker
were each granted 11,000 shares and 18,000 shares,
respectively, of restricted stock that vest 33%, 33% and 34% on
each anniversary of the grant date provided that the participant
is employed at the vesting date. On June 23, |
41
|
|
|
|
|
2007, the forfeiture restrictions lapsed on 3,630 shares
with a market price of $8.31 as of that date. On July 1,
2007, the forfeiture restrictions lapsed on 5,940 shares
with a market price of $8.49 as of that date. |
Pension
Benefits Table for the Fiscal Year Ended March 1,
2008
Pier 1 Imports chief executive officer and the named
executive officers participate in a plan which was adopted by
Pier 1 Imports in 1995 and is known as the Supplemental
Retirement Plan. The plan provides upon death, disability, or
retirement, or termination of employment (including termination
of employment in certain circumstances as a result of a change
in control) for reasons other than cause (as defined in the
plan) each participant will receive a life annuity based on an
annual benefit which generally equals 60% of the
participants highest three-year average of annual salary
and bonus offset by Social Security retirement benefits. As
shown in Pier 1 Imports
Form 8-K
filed on November 15, 2007, Mr. Smith has been
offered, and he has elected, a lump-sum payment option of the
actuarial equivalent of his benefit. As shown in Pier 1
Imports
Form 8-K
filed on April 24, 2008, Messrs. Turner, Jacobs and
Walker have been offered, and each has elected, a lump-sum
payment option of the actuarial equivalent of his benefit.
Effective April 20, 2008, Mr. Humenesky has been
offered, and he has elected, a lump-sum payment option of the
actuarial equivalent of his benefit. For the named executive
officers (other than Mr. Smith), the annual life annuity
amount cannot exceed $500,000. Mr. Smiths benefit
calculation is not subject to this limitation. Participation in
the plan for Pier 1 Imports chief executive officer
is governed by certain provisions of his employment agreement,
which are outlined in the Employment Agreements discussion of
the Compensation Discussion and Analysis above. For certain
participants the plan also provides that in the event of
disability or retirement, those participants and their
dependents have the lifetime right to participate in comparable
major medical and hospitalization insurance coverage as made
available generally to Pier 1 Imports employees and their
dependents. If the executive elects such coverage he must pay a
portion of the total premium. In the event of termination of
employment (for reasons other than cause) prior to retirement
eligibility, the participant and his dependents have the right
to participate in such comparable major medical and
hospitalization insurance coverage during the 15 years
immediately after the date the participant attains age 65.
If the participant elects such coverage he must pay the total
premium. Termination of employment in certain circumstances as a
result of a change in control may constitute retirement under
the plan.
The following table shows the present value of each named
executive officers total accumulated benefit under
Pier 1 Imports Supplemental Retirement Plan as of the
fiscal year ended March 1, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Present Value of
|
|
Payments
|
|
|
Number of Years
|
|
Accumulated
|
|
During Last
|
|
|
Credited Service(1)
|
|
Benefit
|
|
Fiscal Year
|
Name
|
|
(#)
|
|
($)
|
|
($)
|
|
Alexander W. Smith
|
|
|
8.67
|
|
|
$
|
3,883,868
|
(2)
|
|
$
|
0
|
|
Charles H. Turner
|
|
|
16
|
|
|
$
|
1,855,880
|
|
|
$
|
0
|
|
Gregory S. Humenesky
|
|
|
4
|
|
|
$
|
11,799
|
|
|
$
|
0
|
|
Jay R. Jacobs
|
|
|
30
|
|
|
$
|
2,439,105
|
|
|
$
|
0
|
|
Phil E. Schneider (Employment ended August 6, 2007)
|
|
|
22
|
|
|
$
|
2,005,059
|
(3)
|
|
$
|
74,673
|
(4)
|
David A. Walker
|
|
|
38
|
|
|
$
|
1,258,690
|
|
|
$
|
0
|
|
|
|
|
(1) |
|
With the exception of Mr. Smith, the number of years of
credited service for plan purposes equals the years of credited
vesting service as determined by Pier 1 Imports
401(k) plan for the participant, regardless of whether the
participant is actually participating in the 401(k) plan. In all
cases except Mr. Smith, the years of credited service shown
equals the named executive officers years of employment
with Pier 1 Imports. Pursuant to his employment agreement,
Mr. Smith was entitled to participate in the Supplemental
Retirement Plan so as to achieve the same level of benefit as
his accrued benefit under the supplemental executive retirement
plan of his former employer. Therefore, Mr. Smith was
credited with 10 years of plan participation upon
enrollment in the plan and 6.67 years of credited service
as of his employment date with Pier 1 Imports. The
additional 6.67 years of credited service account for
$3,104,410 of his total present value of accrued benefits of
$3,883,868. In accordance with Pier 1 Imports 401(k)
plan, and as of |
42
|
|
|
|
|
the end of fiscal 2008, Mr. Smith has achieved two
additional years of credited service based upon his employment
date. |
|
|
|
(2) |
|
Includes the present value of medical insurance premiums payable
to Mr. Smith in the event of early retirement. |
|
(3) |
|
Includes the present value of medical insurance premiums paid
for Mr. Schneider resulting from his early retirement as
described below. |
|
(4) |
|
This amount includes $5,899 paid to Mr. Schneider for
medical coverage under the plan ($1,926 of this medical amount
was a tax gross-up). |
Benefits under the plan for each participant are prorated for
years of credited service with Pier 1 Imports of less than
20 years. In addition, each participant becomes vested in
that benefit based on years of plan participation under the
following schedule:
|
|
|
|
|
Years of Plan Participation
|
|
Vesting Percentage
|
|
Less than 1
|
|
|
0%
|
|
1 but less than 2
|
|
|
10%
|
|
2 but less than 3
|
|
|
20%
|
|
3 but less than 4
|
|
|
30%
|
|
4 but less than 5
|
|
|
40%
|
|
5 but less than 6
|
|
|
50%
|
|
6 but less than 7
|
|
|
60%
|
|
7 but less than 8
|
|
|
70%
|
|
8 but less than 9
|
|
|
80%
|
|
9 but less than 10
|
|
|
90%
|
|
10 or more
|
|
|
100%
|
|
Vesting is accelerated to 100% upon an early retirement, normal
retirement, termination of employment in certain circumstances
as a result of a change in control of Pier 1 Imports, or
death or disability of the participant. The years of plan
participation for Mr. Smith are 10 years, for
Mr. Humenesky are 2 years, for Mr. Jacobs are
12 years, for Mr. Schneider are 11 years, for
Mr. Turner are 12 years, and for Mr. Walker are
7 years.
None of the named executive officers qualifies for normal
retirement under the plan, which requires a participants
attainment of age 65. A participant qualifies for early
retirement if the participant has at least 10 years of plan
participation and retires at or after age 55 and before
age 65. If a participant retires from Pier 1 Imports
after age 55 but before age 65, the calculated benefit
prior to adjustment for Social Security benefits is reduced by
5% for each year that retirement precedes age 65.
Mr. Smith is eligible for early retirement. On the date
Mr. Schneiders employment ended with Pier 1
Imports, he was age 55 and qualified for early retirement.
Refer to note #9 to the Pier 1 Imports, Inc.
consolidated financial statements in the 2008
Form 10-K
for a discussion of the valuation method and material
assumptions applied in quantifying the present value of the
current accrued benefit for both plans shown in the Pension
Benefits Table above.
Non-Qualified
Deferred Compensation Table for the Fiscal Year Ended
March 1, 2008
The following table shows the value as of the fiscal year ended
March 1, 2008 of each named executive officers total
benefit under each non-qualified deferred compensation plan of
Pier 1 Imports in which the executive participates.
Mr. Smith did not participate in either plan described
below during fiscal 2008. Pier 1 Imports
non-qualified deferred compensation plans are:
|
|
|
|
|
Pier 1 Imports Benefit Restoration Plan
The Pier 1 Imports Benefit Restoration Plan
(BRP) was established by Pier 1 Imports in
April 1990. The BRP permits select members of management and
highly compensated employees of Pier 1 Imports to defer
current compensation (generally
W-2
|
43
|
|
|
|
|
earnings). Additionally, Pier 1 Imports recognizes the
value of the past and present services of employees
participating in the BRP by making matching contributions to
employee deferrals plus paying interest earnings on the deferral
and match amounts. Pier 1 Imports matching
contribution is (i) 100% of the first one percent of the
participants compensation deferral, and (ii) 50% of
the next four percent of the participants compensation
deferral.
|
Each participants deferral and matched amounts are
credited at least quarterly with an amount of interest at an
annual rate equal to Moodys Corporate Bond Index plus 1%.
Over the last three fiscal years, the annual interest rates have
ranged from 6.63% to 7.13%. During fiscal 2008, the interest
rates were 7.05% through December 31, 2007 and 7.03%
January 1, 2008 through March 1, 2008.
Participants accounts are paid to them upon separation
from Pier 1 Imports in a lump-sum amount unless the
participant has previously elected and qualified for a five-year
installment form of payment. Participants may also elect an
in-service lump-sum distribution with a 10% penalty for early
withdrawal. Participants deferral amounts and the interest
earned on those amounts are fully vested. No loans are
permitted. Matching contributions and the interest earned on
those contributions are subject to the same vesting requirements
as Pier 1 Imports 401(k) retirement plan regardless
of whether the participant is actually participating in the
401(k) plan. The 401(k) vesting schedule is 20% per year of
service (as defined in the plan) beginning with two years of
service. Participants are fully vested in Pier 1 Imports
matching contributions plus earnings after six years of service
with Pier 1 Imports.
Effective December 31, 2004, the BRP was closed to further
contributions by participants. The plan was renamed the BRP I
and Pier 1 Imports offered after that date the BRP II plan
described below. Only vested account balances remain in the BRP
I along with the interest continuing to be earned on those
amounts.
|
|
|
|
|
Pier 1 Imports Benefit Restoration Plan II
All unvested BRP I amounts were transferred to
the Pier 1 Imports BRP II. The BRP II has the same purpose
as the BRP I, but was adopted to separate the portion of
the BRP that became subject to new deferred compensation
taxation laws effective January 1, 2005 generally referred
to as 409A.
|
BRP II participants may defer pre-tax amounts of up to 20% of
their compensation (generally
W-2
earnings). Participants contributions and the interest
earned on those contributions are fully vested. No loans are
permitted. Pier 1 Imports matching contribution is
(i) 100% of the first one percent of the participants
compensation deferral, and (ii) 50% of the next four
percent of the participants compensation deferral.
Matching contributions and the interest earned on those
contributions are subject to the same vesting requirements as
Pier 1 Imports 401(k) retirement plan regardless of
whether the participant is actually participating in the 401(k)
plan. The 401(k) vesting schedule is 20% per year of service (as
defined in the plan) beginning with two years of service.
Participants are fully vested in Pier 1 Imports
matching contributions plus earnings after six years of service
with Pier 1 Imports.
Each participants deferral amount plus the Pier 1
Imports match is credited at least quarterly with an amount of
interest at an annual rate equal to Moodys Corporate Bond
Index plus 1%. Over the last three fiscal years, the annual
interest rates have ranged from 6.63% to 7.13%. During fiscal
2008, the interest rates were 7.05% through December 31,
2007 and 7.03% January 1, 2008 through March 1, 2008.
The BRP II allows for an in-service lump-sum distribution for an
unforeseen emergency. Unless participants elect to have their
account balance paid out to them in five annual installments,
then upon separation from Pier 1 Imports their current
balance is paid out to them in lump-sum distribution, subject to
delay as required by 409A.
Trusts have been established for the purpose of setting aside
funds to be used to settle obligations under the benefit
restoration plans. The trusts assets are consolidated in
Pier 1 Imports financial statements and consist of
interest yielding investments aggregating $1,459,000 at
March 1, 2008. The trusts also own and are the
beneficiaries of a number of insurance policies on the lives of
current and past key executives. At March 1, 2008, the cash
surrender value of these policies was $7,187,000. These
investments are restricted and may
44
only be used to satisfy BRP obligations. Any future
contributions will be made at the discretion of the board of
directors and may be made in the form of cash or other assets
such as life insurance policies.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
|
|
Registrant
|
|
Aggregate
|
|
Aggregate
|
|
Aggregate
|
|
|
Contributions in
|
|
Contributions in
|
|
Earnings in Last
|
|
Withdrawals /
|
|
Balance at Last
|
|
|
Last Fiscal Year(1)
|
|
Last Fiscal Year(2)
|
|
Fiscal Year(3)
|
|
Distributions(4)
|
|
Fiscal Year-End(5)
|
Name
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
Charles H. Turner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BRP I
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
2,074
|
|
|
$
|
313,536
|
|
|
$
|
0
|
|
BRP II
|
|
$
|
7,805
|
|
|
$
|
5,853
|
|
|
$
|
3,162
|
|
|
$
|
0
|
|
|
$
|
53,415
|
|
Gregory S. Humenesky
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BRP II
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
3,295
|
|
|
$
|
0
|
|
|
$
|
48,567
|
|
Jay R. Jacobs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BRP I
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
27,089
|
|
|
$
|
603,842
|
|
|
$
|
0
|
|
BRP II
|
|
$
|
18,087
|
|
|
$
|
10,852
|
|
|
$
|
10,664
|
|
|
$
|
0
|
|
|
$
|
171,359
|
|
Phil E. Schneider (Employment ended August 6, 2007)
|
BRP I
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
35,857
|
|
|
$
|
671,354
|
|
|
$
|
0
|
|
BRP II
|
|
$
|
13,588
|
|
|
$
|
4,077
|
|
|
$
|
6,655
|
|
|
$
|
109,085
|
|
|
$
|
0
|
|
David A. Walker
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BRP I
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
32,822
|
|
|
$
|
0
|
|
|
$
|
483,750
|
|
BRP II
|
|
$
|
21,565
|
|
|
$
|
10,783
|
|
|
$
|
5,345
|
|
|
$
|
0
|
|
|
$
|
96,255
|
|
|
|
|
(1) |
|
Reflects participation by Messrs. Turner, Humenesky,
Jacobs, Schneider and Walker during fiscal 2008 in the
Pier 1 Imports Benefit Restoration Plan II. These deferral
amounts are included in each executive officers salary
amount in the Summary Compensation Table above. |
|
(2) |
|
Reflects Pier 1 Imports matching contribution
credited to the account of the named executive officer pursuant
to the BRP II. These amounts are also included as All Other
Compensation in the Summary Compensation Table above. |
|
(3) |
|
Reflects interest earnings on each compensation deferral listed
plus applicable matching contributions. The interest earnings
shown are the total amount of interest payments accrued. See
footnote 4 to the Summary Compensation Table above for the above
market earnings portion of these interest earnings in fiscal
2008. |
|
(4) |
|
In fiscal 2008, BRP I and BRP II plan account distributions for
Mr. Schneider were made pursuant to the end of his
employment. In addition, Mr. Jacobs and Mr. Turner
elected an in-service lump-sum distribution of their BRP I
accounts subject to a 10% penalty for early withdrawal which was
netted out of the distributions shown in the table above. No
other withdrawals or distributions were made to the named
executive officers in fiscal 2008. |
|
(5) |
|
All executives listed in the table above are fully vested in the
BRP I and BRP II with the exception of Mr. Humenesky who is
60% vested. |
Potential
Payments upon Termination or Change in Control
The following table shows potential payments to our named
executive officers under existing contracts, agreements, plans
or arrangements to which they are a party for various scenarios
including a change in control or termination of employment,
assuming the event occurred on March 1, 2008 and, where
applicable, using the closing price of Pier 1 Imports
common stock of $5.24 (the NYSE closing price on
February 29, 2008). The table below does not include normal
(versus early) retirement payout information because as of
March 1, 2008 none of the named executive officers who
participate in Pier 1 Imports Supplemental Retirement
Plan were eligible for normal retirement. Mr. Schneider is
excluded from the tabular discussion below as his employment
with Pier 1 Imports ended on August 6, 2007. On
October 29, 2007, Mr. Schneider was paid $366,250 for
settlement of his post-employment consulting agreement in
connection with the end of his employment. Retirement benefits
and payments to Mr. Schneider are set forth in the Summary
Compensation, the Pension Benefits and the Non-Qualified
Deferred Compensation Tables above. For additional information
regarding the Supplemental Retirement Plan, please reference the
Pension Benefits discussion above. Potential payments to our
named executive officers upon termination of employment under
Pier 1
45
Imports non-qualified deferred compensation arrangements
are discussed in the Non-Qualified Deferred Compensation Table
above.
This disclosure is based on the terms and provisions of the
plans as they existed at the end of Pier 1 Imports
fiscal year 2008, and Pier 1 Imports interpretation
of these terms and provisions at that time. One or more of the
plans identified may allow the administration committee of such
plan to amend the plan or award grant agreements pursuant to the
plan subject to certain restrictions, or both. In such an event,
the disclosures shown below would vary depending on the
amendment or restriction.
Mr. Smiths employment agreement contains
non-solicitation and non-competition agreements binding
Mr. Smith for one year following termination of employment.
Additionally, stock option grants under the 1989 Plan, 1999 Plan
and 2006 Plan (as described in the footnotes below) are subject
to certain non-competition, non-solicitation and confidentiality
agreements which, if violated by an optionee during employment,
or within three years after termination of employment in the
event of early retirement, will result in termination of the
option grant.
46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voluntary
|
|
Involuntary
|
|
For
|
|
|
|
|
|
|
|
|
|
|
|
|
Good
|
|
Without
|
|
Cause
|
|
Change
|
|
|
|
|
|
|
Voluntary
|
|
Early
|
|
Reason
|
|
Cause
|
|
Termin-
|
|
in
|
|
|
|
|
|
|
Termination
|
|
Retirement
|
|
Termination
|
|
Termination
|
|
ation
|
|
Control
|
|
Death
|
|
Disability
|
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
Alexander W. Smith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employment Agreement Compensation/Benefits
|
|
$
|
0
|
|
|
|
N/A
|
|
|
$
|
2,100,000
|
(13)
|
|
$
|
2,100,000
|
(13)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
262,500
|
(13)
|
Supplemental Retirement Plan(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit Payment
|
|
$
|
4,505,700
|
|
|
$
|
4,505,700
|
|
|
$
|
4,505,700
|
|
|
$
|
4,505,700
|
|
|
$
|
0
|
|
|
$
|
7,772,768
|
|
|
$
|
1,371,097
|
|
|
$
|
4,505,700
|
|
Insurance Premiums
|
|
$
|
80,717
|
|
|
$
|
80,717
|
|
|
$
|
80,717
|
|
|
$
|
80,717
|
|
|
$
|
0
|
|
|
$
|
80,717
|
|
|
$
|
0
|
|
|
$
|
80,717
|
|
Stock Options
|
|
$
|
0
|
|
|
|
N/A
|
|
|
$
|
0
|
(13)
|
|
$
|
0
|
(13)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
(13)
|
Charles H. Turner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post-Employment Consulting Agreement(14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salary Continuation
|
|
$
|
0
|
|
|
|
N/A
|
|
|
$
|
860,000
|
|
|
$
|
860,000
|
|
|
$
|
0
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Insurance Premiums
|
|
$
|
0
|
|
|
|
N/A
|
|
|
$
|
10,463
|
|
|
$
|
10,463
|
|
|
$
|
0
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Supplemental Retirement Plan(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit Payment
|
|
$
|
1,855,880
|
|
|
|
N/A
|
|
|
$
|
1,855,880
|
|
|
$
|
1,855,880
|
|
|
$
|
0
|
|
|
$
|
4,912,494
|
|
|
$
|
1,606,531
|
|
|
$
|
2,235,641
|
|
Insurance Premiums
|
|
$
|
0
|
|
|
|
N/A
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
97,658
|
|
|
$
|
0
|
|
|
$
|
97,658
|
|
Restricted Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time Based
|
|
$
|
0
|
(2)
|
|
|
N/A
|
(3)
|
|
$
|
0
|
(2)
|
|
$
|
101,499
|
(4)
|
|
$
|
0
|
(2)
|
|
$
|
133,568
|
(5)
|
|
$
|
101,499
|
(6)
|
|
$
|
101,499
|
(6)
|
Performance-based
|
|
$
|
0
|
(2)
|
|
|
N/A
|
(3)
|
|
$
|
0
|
(2)
|
|
$
|
62,880
|
(4)
|
|
$
|
0
|
(2)
|
|
$
|
62,880
|
(5)
|
|
$
|
62,880
|
(6)
|
|
$
|
62,880
|
(6)
|
Stock Options
|
|
$
|
0
|
(7)
|
|
|
N/A
|
(8)
|
|
$
|
0
|
(7)
|
|
$
|
0
|
(9)
|
|
$
|
0
|
(10)
|
|
$
|
0
|
(11)
|
|
$
|
0
|
(12)
|
|
$
|
0
|
(12)
|
Gregory S. Humenesky
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Retirement Plan(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit payment
|
|
$
|
11,799
|
|
|
|
N/A
|
|
|
$
|
11,799
|
|
|
$
|
11,799
|
|
|
$
|
0
|
|
|
$
|
122,638
|
|
|
$
|
39,699
|
|
|
$
|
115,890
|
|
Insurance Premiums
|
|
$
|
0
|
|
|
|
N/A
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
58,172
|
|
|
$
|
0
|
|
|
$
|
58,172
|
|
Restricted Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time Based
|
|
$
|
0
|
(2)
|
|
|
N/A
|
(3)
|
|
$
|
0
|
(2)
|
|
$
|
101,499
|
(4)
|
|
$
|
0
|
(2)
|
|
$
|
133,568
|
(5)
|
|
$
|
101,499
|
(6)
|
|
$
|
101,499
|
(6)
|
Performance-based
|
|
$
|
0
|
(2)
|
|
|
N/A
|
(3)
|
|
$
|
0
|
(2)
|
|
$
|
62,880
|
(4)
|
|
$
|
0
|
(2)
|
|
$
|
62,880
|
(5)
|
|
$
|
62,880
|
(6)
|
|
$
|
62,880
|
(6)
|
Stock Options
|
|
$
|
0
|
(7)
|
|
|
N/A
|
(8)
|
|
$
|
0
|
(7)
|
|
$
|
0
|
(9)
|
|
$
|
0
|
(10)
|
|
$
|
0
|
(11)
|
|
$
|
0
|
(12)
|
|
$
|
0
|
(12)
|
Jay R. Jacobs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post-Employment Consulting Agreement(14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salary Continuation
|
|
$
|
0
|
|
|
|
N/A
|
|
|
$
|
780,000
|
|
|
$
|
780,000
|
|
|
$
|
0
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Insurance Premiums
|
|
$
|
0
|
|
|
|
N/A
|
|
|
$
|
8,214
|
|
|
$
|
8,214
|
|
|
$
|
0
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Supplemental Retirement Plan(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit payment
|
|
$
|
2,439,105
|
|
|
|
N/A
|
|
|
$
|
2,439,105
|
|
|
$
|
2,439,105
|
|
|
$
|
0
|
|
|
$
|
5,636,255
|
|
|
$
|
1,949,799
|
|
|
$
|
2,516,324
|
|
Insurance Premiums
|
|
$
|
0
|
|
|
|
N/A
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
99,104
|
|
|
$
|
0
|
|
|
$
|
99,104
|
|
Restricted Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time Based
|
|
$
|
0
|
(2)
|
|
|
N/A
|
(3)
|
|
$
|
0
|
(2)
|
|
$
|
101,499
|
(4)
|
|
$
|
0
|
(2)
|
|
$
|
133,568
|
(5)
|
|
$
|
101,499
|
(6)
|
|
$
|
101,499
|
(6)
|
Performance-based
|
|
$
|
0
|
(2)
|
|
|
N/A
|
(3)
|
|
$
|
0
|
(2)
|
|
$
|
62,880
|
(4)
|
|
$
|
0
|
(2)
|
|
$
|
62,880
|
(5)
|
|
$
|
62,880
|
(6)
|
|
$
|
62,880
|
(6)
|
Stock Options
|
|
$
|
0
|
(7)
|
|
|
N/A
|
(8)
|
|
$
|
0
|
(7)
|
|
$
|
0
|
(9)
|
|
$
|
0
|
(10)
|
|
$
|
0
|
(11)
|
|
$
|
0
|
(12)
|
|
$
|
0
|
(12)
|
David A. Walker
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post-Employment Consulting Agreement(14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salary Continuation
|
|
$
|
0
|
|
|
|
N/A
|
|
|
$
|
680,000
|
|
|
$
|
680,000
|
|
|
$
|
0
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Insurance Premiums
|
|
$
|
0
|
|
|
|
N/A
|
|
|
$
|
12,443
|
|
|
$
|
12,443
|
|
|
$
|
0
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Supplemental Retirement Plan(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit payment
|
|
$
|
1,258,690
|
|
|
|
N/A
|
|
|
$
|
1,258,690
|
|
|
$
|
1,258,690
|
|
|
$
|
0
|
|
|
$
|
3,702,671
|
|
|
$
|
1,522,474
|
|
|
$
|
2,447,300
|
|
Insurance Premiums
|
|
$
|
0
|
|
|
|
N/A
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
87,925
|
|
|
$
|
0
|
|
|
$
|
87,925
|
|
Restricted Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time Based
|
|
$
|
0
|
(2)
|
|
$
|
101,499
|
(3)
|
|
$
|
0
|
(2)
|
|
$
|
101,499
|
(4)
|
|
$
|
0
|
(2)
|
|
$
|
133,568
|
(5)
|
|
$
|
101,499
|
(6)
|
|
$
|
101,499
|
(6)
|
Performance-based
|
|
$
|
0
|
(2)
|
|
$
|
62,880
|
(3)
|
|
$
|
0
|
(2)
|
|
$
|
62,880
|
(4)
|
|
$
|
0
|
(2)
|
|
$
|
62,880
|
(5)
|
|
$
|
62,880
|
(6)
|
|
$
|
62,880
|
(6)
|
Stock Options
|
|
$
|
0
|
(7)
|
|
$
|
0
|
(8)
|
|
$
|
0
|
(7)
|
|
$
|
0
|
(9)
|
|
$
|
0
|
(10)
|
|
$
|
0
|
(11)
|
|
$
|
0
|
(12)
|
|
$
|
0
|
(12)
|
|
|
|
(1) |
|
The amounts shown for voluntary termination, voluntary good
reason termination, and involuntary without cause termination
represent the present value of the life annuity termination
benefit for each named executive officer, other than
Mr. Smith, under the indicated plan which is payable
beginning at age 65. For Mr. Smith, the amounts shown
represent a lump-sum amount of the actuarial equivalent of his
benefit under the plan given his eligibility for early
retirement under the plan. The amount shown for change in
control represents the present value of the life annuity payment
and insurance premiums for each named |
47
|
|
|
|
|
executive officer (for Mr. Smith, the lump-sum amount of
the actuarial equivalent of his benefits) assuming the executive
officer is involuntarily terminated other than for cause or
leaves the employment of Pier 1 Imports for good reason (as
defined in the plan) within 24 months of a change in
control (as defined in the plan) of Pier 1 Imports. |
|
(2) |
|
Under grant agreements pursuant to the 1993 Management
Restricted Stock Plan (1993 Plan) and the 2006 Stock
Incentive Plan (2006 Plan) termination of employment
for any reason results in a forfeiture to Pier 1 Imports of
all unvested restricted stock awards. The amounts shown in the
table assume that the vesting acceleration discussed in
footnote 4 or 5 below does not occur upon a voluntary
termination of employment. |
|
(3) |
|
Under the 2006 Plan, the plans administrative committee
(Committee) may, in its discretion, notwithstanding
the grant agreement, upon a participants retirement fully
vest any and all Pier 1 Imports common stock awarded
pursuant to a restricted stock award. Although the plan does not
define retirement, for the purposes of this table, eligibility
for early retirement assumes attainment of age 55 plus
15 years of service with Pier 1 Imports, and
eligibility for normal retirement assumes age 65 regardless
of years of service. These are the same parameters for early
retirement and normal retirement used in Pier 1
Imports stock option grants. The amount shown for
Mr. Walker, who is eligible for early retirement on
March 1, 2008, assumes the Committee, in its discretion,
fully vested the restricted stock grants under the 2006 Plan.
Value shown is market price on March 1, 2008 of $5.24 per
share times the number of shares. Messrs. Turner, Humenesky
and Jacobs, given their ages of 51, 56 and 53, respectively,
were not eligible for early retirement under the above
parameters. Although Mr. Humenesky has attained the age of
55, he does not have 15 years of service with Pier 1
Imports to be eligible for early retirement. |
|
(4) |
|
Under the 2006 Plan the Committee in its discretion may,
notwithstanding the grant agreement, upon termination without
cause, fully vest any and all Pier 1 Imports common
stock awarded pursuant to a restricted stock award. The amount
shown assumes the Committee fully vested any and all restricted
stock grants under the 2006 Plan. Value shown is market price on
March 1, 2008 of $5.24 per share times the number of shares. |
|
(5) |
|
Under the 1993 Plan, the compensation committee of the board of
directors may accelerate the vesting of restricted stock awards
if such action is in the best interest of Pier 1 Imports.
Under the 2006 Plan the Committee may, in its discretion, upon a
corporate change (as defined in the plan) fully vest any or all
common stock awarded pursuant to a restricted stock award. This
amount assumes the Committee fully vested the restricted stock
grants under the 1993 Plan and 2006 Plan. Value shown is market
price on March 1, 2008 of $5.24 per share times the number
of shares. |
|
(6) |
|
Under the 2006 Plan, the Committee, in its discretion, may upon
death or disability fully vest a restricted stock award. The
amount shown assumes the Committee fully vested the restricted
stock grants under the 2006 Plan. Value shown is market price on
March 1, 2008 of $5.24 per share times the number of
shares. The 1993 Plan includes death and disability as
termination of employment events. |
|
(7) |
|
Grants of stock options under Pier 1 Imports 1989
Employee Stock Option Plan (1989 Plan), 1999 Stock
Plan (1999 Plan) and the 2006 Plan each allows upon
a termination with the consent of Pier 1 Imports for the
optionee to have until the earlier of (a) the expiration of
the option term, or (b) the 91st day after the date of
termination (three months in the 1989 Plan) to exercise any
shares vested as of the date of termination. No named executive
officer has stock options with an intrinsic value. |
|
(8) |
|
Under the 1989 Plan, 1999 Plan and the award agreements pursuant
to the 2006 Plan, eligibility for early retirement requires
attainment of the age of 55 years, plus 15 years of
service with Pier 1 Imports. Eligibility for normal
retirement is attained at age 65 regardless of years of
service. Under the 1999 Plan and the award agreements pursuant
to the 2006 Plan the vesting of all options is accelerated upon
retirement. The 1989 Plan allows the optionee to exercise all
shares that are vested on the date of retirement; however, all
options under the 1989 Plan are fully vested. Optionees would
have until the earlier of (a) the expiration of the option
term, or (b) three years from the date of retirement to
exercise the vested shares. Only Mr. Walker is eligible for
early retirement given his age and years of service with
Pier 1 Imports. No named executive officer has stock
options with an intrinsic value. |
48
|
|
|
(9) |
|
Upon termination of employment with the consent of Pier 1
Imports, optionees have until the earlier of (a) the
expiration of the option term, or (b) the 91st day after
the date of termination (three months in the 1989 Plan) to
exercise the shares vested as of termination. No named executive
officer has stock options with an intrinsic value. |
|
(10) |
|
Upon termination for cause, all options terminate at the
termination of employment. |
|
(11) |
|
Upon a change in control event (as defined in the 1999 Plan),
options granted under the 1999 Plan would automatically vest
unless Pier 1 Imports board of directors determines
otherwise prior to the change in control event. Under the 2006
Plan, upon a corporate change (as defined in the plan) the
vesting of options may be accelerated, the options may be
surrendered for a cash payment or adjusted at the discretion of
the Committee or the Committee may determine to make no changes
to the options. The 1989 Plan does not address change in
control. Assuming that upon a change in control or corporate
change an acceleration of the vesting of the options granted
under the 1999 Plan and 2006 Plan occurs, no named executive
officer has stock options with an intrinsic value. The exercise
term would be determined by the Committee. |
|
(12) |
|
Upon the death or disability of an optionee, the options granted
under the 1999 Plan and the 2006 Plan become fully exercisable
to the extent of all unexercised shares, and may be exercised by
the optionee, or in the case of death by the optionees
estate, until the earlier of (a) the expiration of the
option term, or (b) the first anniversary date of such
death or disability. Options granted under the 1989 Plan allow
in the event of disability or death of an optionee that the
optionee, or the executor or administrator of the
optionees estate, may exercise the options to the extent
they are vested until the earlier of (a) expiration of the
option term, or (b) the first anniversary of the date of
death or disability. No named executive officer has stock
options with an intrinsic value. |
|
(13) |
|
If Mr. Smiths employment ended as of the end of
fiscal 2008 due to a voluntary good reason termination or an
involuntary without cause termination, then pursuant to his
employment agreement Mr. Smith would be entitled to receive
through the term of the agreement his compensation and benefits
and 1,000,000 shares of Option 2 would vest. At the end of
fiscal 2008, Option 2 had no intrinsic value. Mr. Smith
would also be entitled to receive the bonus earned in fiscal
2008 as set forth in the Summary Compensation Table above. In
the event of Mr. Smiths disability which results in
termination of employment, then pursuant to his employment
agreement Mr. Smith would be entitled to receive
13 weeks of compensation and benefits, and any vesting of
Option 2 which occurs in the 13-week period. After the 13-week
period Mr. Smith would participate in any Pier 1
Imports short-term or long-term disability plans to which he is
eligible. Change in control does not constitute a termination
event under the agreement, and the death of Mr. Smith ends
the employment agreement. |
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(14) |
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Post-employment consulting agreement amounts shown are the
maximum consulting fee payable, which amount is subject to
reduction when payment of full retirement benefits begin. As
mentioned in the Compensation Discussion and Analysis above,
these agreements have been mutually terminated by the parties as
of April 20, 2008. |
OTHER
BUSINESS
Pier 1 Imports does not plan to act on any matters at the
meeting other than those described in this proxy statement. If
any other business should properly come before the meeting, the
persons named in the proxy will vote in accordance with their
best judgment.
Shareholder
Proposals for 2009 Annual Meeting
To be included in the proxy statement relating to the 2009
annual meeting of shareholders, shareholder proposals made
pursuant to SEC
Rule 14a-8
must be received by Pier 1 Imports corporate
secretary no later than 5:00 p.m., local time,
January 15, 2009.
In order to bring a matter before the 2009 annual meeting of
shareholders that is not contained in the proxy statement, a
shareholder must comply with the advance notice provisions of
Pier 1 Imports by-laws. Pier 1 Imports
by-laws require that it receive notice of the matter no earlier
than March 22, 2009, and no
49
later than April 21, 2009. You may contact Pier 1
Imports corporate secretary to find out what specific
information regarding the matter must be included with the
advance notice.
YOUR VOTE
IS IMPORTANT
You are encouraged to let us know your preference by completing
and returning the enclosed proxy card or by voting by telephone
or the Internet.
Michael A. Carter
Senior Vice President and General Counsel,
Corporate Secretary
May 15, 2008
50
APPENDIX A
PIER 1
IMPORTS, INC.
STOCK PURCHASE PLAN
Restated
As Amended June 20, 2008
PURPOSE OF
PLAN
The purpose of the Pier 1 Imports, Inc. Stock Purchase Plan
(the Plan), which was established in 1980 and was
most recently amended and restated on June 25, 2004, is to
provide Eligible Participants of Pier 1 Imports, Inc. and
its employing affiliates with the opportunity to acquire an
ownership interest in Pier 1 Imports, Inc. and thereby
provide those who will be responsible for the continued growth
of Pier 1 Imports, Inc. with a more direct concern about
its welfare and a common interest with other shareholders of
Pier 1 Imports, Inc. The Plan provides a voluntary method
of acquiring shares of Common Stock in convenient installments
by compensation deductions, supplemented by contributions from
the Company. The Board of Directors of Pier 1 Imports, Inc.
has adopted this restatement and amendment of the Plan, subject
to approval by the shareholders of Pier 1 Imports, Inc. at
their annual meeting on June 20, 2008. Upon approval by the
shareholders of Pier 1 Imports, Inc., the Plan as amended
and restated herein shall become effective as herein provided.
SUSPENSION
PERIOD
On January 24, 2008, the Board of Directors, upon the
recommendation of the Compensation Committee of the Board of
Directors, approved a resolution (i) to suspend Participant
compensation deductions, Company matching contributions and
enrollment of new Participants under the Plan and (ii) to
suspend purchases of shares of Common Stock under the Plan, each
to occur after the last event in which Participant compensation
deductions plus Company matching contributions could be used to
purchase shares of Common Stock within the authorized aggregate
amount for issuance under the Plan of 1,500,000 shares of
Common Stock. The effective date of the suspension was
March 29, 2008 (the Suspension Date). The
suspension period (the Suspension Period) began on
the Suspension Date and will end as soon as administratively
practicable after the Plan as amended and restated herein is
approved by the shareholders at their annual meeting on
June 20, 2008. Should the amended and restated Plan not be
approved at that meeting, then the Suspension Period will
continue. During the Suspension Period, all other aspects of the
Plan will continue in full force and effect.
ARTICLE I
ELIGIBILITY
All employees of the Company who have attained the age of
majority of their state or province of residence and have
completed 60 days of continuous employment with the Company
will be eligible to participate in the Plan at their election;
provided, however, that a Participant who has withdrawn from the
Plan will again be eligible to participate only after a period
of 6 months from the date of such withdrawal. Directors
will also be eligible to participate in the Plan at their
election, provided, however, that Directors who are also
employees of the Company will be governed by all provisions of
the Plan, including eligibility requirements, applicable to
employees of the Company.
No amounts from an employee Participants Account will be
used to purchase shares of Common Stock if immediately after
such purchase such employee would own 5% or more of the total
combined voting power or value of all classes of stock of the
Company (including any stock attributable to such employee under
Section 424(d) of the Code).
A-1
ARTICLE II
PARTICIPATION
An Eligible Participant at his election may enroll as a
Participant by completing and signing a compensation deduction
authorization form. Such forms may be obtained through the Human
Resources Department of the Eligible Participants employer
or, in the case of a non-employee Director, from the Company.
Enrollment shall become effective and the Company will establish
an Account for an Eligible Participant as soon as practicable
after the signed compensation deduction authorization form is
received by the Eligible Participants employer or, in the
case of a non-employee Director, is received by the Company.
ARTICLE III
METHOD OF
OPERATION
Pier 1 Imports, Inc., assisted by the Administrative
Committee, will administer the Plan and will establish an
Account in the name of each Participant. The Company will deduct
funds from each Participants pay as authorized and will
credit monthly the Plan Account of such Participant with such
deducted fund amounts plus Company contribution amounts
established pursuant to Article V on behalf of Participant.
Such amounts will be used as soon as administratively
practicable to purchase shares of Common Stock (i) in the
open market by a Broker designated by the Administrative
Committee, or (ii) directly from Pier 1 Imports, Inc.
No purchases of Common Stock, however, through a Broker may be
made at a price which is greater than the fair market value of
the Common Stock at the time of the purchase. Purchases of
shares of Common Stock from Pier 1 Imports, Inc. will be at
an average price per share determined over an allocation period,
each as established by the Administrative Committee from time to
time. Purchased shares will be allocated to the Accounts of
Participants, at the average price per share for open market
purchases or the average price per share as established by the
Administrative Committee, as the case may be, in proportion to
the funds received for each respective Account. Allocation will
be made in full shares of Common Stock and fractional interests
therein to the one-thousandth of a share. Any Brokers
commissions or markups on purchases made by a Broker will be
paid by Pier 1 Imports, Inc.
ARTICLE IV
COMPENSATION
DEDUCTIONS
An employee Participant, including an employee Participant who
is also a Director, will specify in a deduction authorization
form the amount to be withheld from his Compensation, with a
minimum of $2.50 per week and a maximum of 20% of his
Compensation. A non-employee Director will specify in a
deduction authorization form the amount to be withheld from his
cash director compensation payments. A non-employee Director may
not contribute any amounts in excess of his cash director
compensation payments. Deductions from Compensation or
deductions from a non-employee Directors cash director
compensation payments, as the case may be, will be made from
each check payable to a Participant, and such authorization will
remain effective until revised or terminated as hereinafter
provided.
Deductions from Compensation or deductions from a non-employee
Directors cash director compensation payments, as the case
may be, may be increased or decreased (subject to the minimum
and maximum limitations set forth above) at any time by the
Participant completing a new deduction authorization form and
submitting it to the Human Resources Department of the
Participants employer, or to the Company in the case of a
non-employee Director. Commencement of deductions and increases
or decreases of deductions will become effective as of the first
day of a payroll period, provided that it is administratively
practicable, after a Participants request is received.
With respect to non-employee Directors, all references to
the first day of a payroll period herein means the
date of a cash director compensation payment.
A-2
ARTICLE V
COMPANY
CONTRIBUTIONS
The Company will contribute an amount equal to 25% of the
Compensation deduction of each employee Participant, including
an employee Participant who is also a Director, for the purchase
of Common Stock under the Plan for each Participant. The Company
will contribute an amount equal to 25% of the non-employee
Directors deduction from his cash director compensation
payments for the purchase of Common Stock under the Plan for
such non-employee Director.
ARTICLE VI
TERMINATION
OF COMPENSATION DEDUCTIONS
A Participants compensation deduction authorization shall
automatically terminate upon death, termination of employment or
cessation of service as a Director, as the case may be.
Compensation deductions may also be voluntarily terminated at
any time by Participants written notice to the Human
Resources Department of the Participants employer, or
notice to the Company with respect to a non-employee Director
Participant (Withdrawal Request). Voluntary
termination of deductions shall become effective as of the first
day of a payroll period, provided that it is administratively
practicable, and after receipt of a Withdrawal Request. After
termination of compensation deductions, a Participants
Account shall be closed in accordance with the terms set forth
in Article IX.
ARTICLE VII
TERM;
AMENDMENT OR TERMINATION OF PLAN
Unless previously terminated by the Board of Directors, the Plan
will automatically terminate on the earlier of (i) the
fifth anniversary of the Effective Date (i.e., June 20,
2013), or (ii) when an aggregate of 2,500,000 shares
of Common Stock, plus 41,025 authorized shares of Common Stock
which remained available for issuance under the Plan on the
Suspension Date, have been issued after the Effective Date. The
Board of Directors reserves the right to amend, suspend or
terminate the Plan at any time. Any such action will not result
in the forfeiture of any funds deducted from the compensation of
any Participant or contributed by the Company on behalf of any
Participant, or of any Common Stock shares or fractional
interest in Common Stock shares held in a Participants
Account, or of any dividends or other distributions in respect
of such shares, which occur before the effective date of the
amendment, suspension or termination of the Plan.
Any amendment to the Plan will be submitted to the shareholders
of Pier 1 Imports Inc. for approval by the affirmative vote
of a majority of the shares of the Common Stock present or
represented by proxy and entitled to a vote on the matter at a
meeting called therefor, if the amendment would:
(a) materially increase the benefits accruing to
Participants; or
(b) materially increase the number of shares of Common
Stock which may be issued under the Plan; or
(c) materially modify the requirements as to eligibility
for participation in the Plan.
ARTICLE VIII
PARTICIPANTS
ACCOUNTS
Each Participant for whose Account purchases of shares of Common
Stock were allocated acquires full ownership of all such
allocated shares and any fractional interest therein. All shares
will be registered in the name of the Plan and will remain so
registered until delivery of the shares to the Participant
pursuant to the Plan. Shares of Common Stock held by the Plan in
a Participants Account may not be sold or assigned, nor
A-3
may a security interest in such shares be granted. A
Participants compensation deductions will terminate if he
grants a security interest or sells or assigns his interest in
the Plan.
A Participants Account will be credited with all
dividends, if any, paid with respect to the full shares and any
fractional interest in shares held in his Account. All cash
dividends will be reinvested in Common Stock following payment
thereof.
Stock dividends
and/or any
stock splits with respect to shares of Common Stock held in a
Participants Account will be credited to the Account
without charge. Distributions of other securities and rights to
subscribe may be sold at the direction of the Administrative
Committee, and the proceeds will be handled in the same manner
as a cash dividend.
A Participant will receive quarterly and annual statements of
his Account. The Company will send to each Participant as soon
as administratively practicable, by mail or otherwise, all
notices of meetings, proxy statements and other materials
distributed by Pier 1 Imports, Inc. to its shareholders.
Upon receipt of instructions from a Participant, the
Administrator of the Plan will vote, or exercise
dissenters rights when applicable, shares of Common Stock
in Participants Account in accordance with the
instructions of Participant. In addition, the Administrator of
the Plan will vote, or exercise dissenters rights when
applicable, shares of Common Stock in Participants
Accounts for which no instructions were received in the same
proportion as shares for which instructions were received are
voted.
In the event of a tender offer for Common Stock, the Company
will send to each Participant the tender offer documents and
other materials relating to such tender offer that are received
by the Plan as a holder of Common Stock, together with a form to
provide instructions whether to direct the Administrator of the
Plan to tender into the tender offer the Common Stock in a
Participants Account. Upon receipt of instructions from a
Participant, the Administrator of the Plan will take such action
as directed by Participant. In addition, the Administrator of
the Plan will tender into such tender offer only that number of
shares of Common Stock for which valid instructions were not
received from Participants that bears the same ratio to the
total of all shares for which valid instructions were not
received as the number of shares for which valid instructions to
tender into the tender offer bears to the total number of shares
in Participants Accounts.
ARTICLE IX
WITHDRAWAL
FROM THE PLAN AND
DISTRIBUTION
OF SHARES
A Participant may withdraw from the Plan at any time by
delivering a Withdrawal Request as set forth in Article VI.
Upon such withdrawal from the Plan, all shares in the Account of
such Participant shall be distributed to the Participant as soon
as administratively practicable after the end of the month in
which the Withdrawal Request is received. A Participant who
withdraws from the Plan may not re-enter the Plan until
6 months after such withdrawal. After that time, the
Participant may re-enter the Plan by following the procedures
set forth in Article II.
Any Participant, or the estate of any Participant, whose
compensation deduction authorization is automatically terminated
as set forth in Article VI, may submit a Withdrawal Request
and close their Account. If a Withdrawal Request is not
submitted, then all shares in such Account shall be
automatically distributed to such former employee or such former
employees estate, as the case may be, at the same time and
in the same manner as shares are distributed to Participants
pursuant to the following paragraph.
All shares in the Account of each Participant shall be
automatically distributed to the Participant at least once each
calendar year. The Company may at its option make all
distributions under this Article IX electronically in
book-entry form which may include delivery of fractional shares.
A-4
ARTICLE X
RESALE OF
STOCK ACQUIRED FROM THE PLAN
Participants who are deemed to be affiliates of
Pier 1 Imports, Inc. within the meaning of the Securities
Act of 1933 (Act) may sell or transfer such shares
only in accordance with the provisions of Rule 144 under
such Act, in a transaction otherwise exempt from registration
under such Act or pursuant to an effective registration under
such Act. Additionally, all sales of Common Stock shall be
subject to and in compliance with the Pier 1 Imports, Inc.
insider trading policies and procedures and all applicable laws,
rules and regulations.
ARTICLE XI
MISCELLANEOUS
Neither the act of establishing the Plan nor any provision
hereof or action taken hereunder shall be construed as giving
any Participant the right to be retained as an employee or
Director of the Company, and the right of the Company to dismiss
or discharge any employee, and the right of the shareholders of
Pier 1 Imports, Inc. to elect Directors of Pier 1
Imports, Inc., are specifically reserved.
Pier 1 Imports, Inc. may require compliance with or
satisfaction of any legal requirement which may be deemed by it
necessary as a condition for participation in the Plan or for
distribution or payment of interests or benefits thereunder.
By his act of participating in the Plan, or of accepting any
benefits hereunder, a Participant and any person claiming under
or through him shall thereby be conclusively deemed to have
accepted and consented to the application to him of the
provisions of the Plan.
Neither Pier 1 Imports, Inc. nor any of its subsidiaries
both corporate and non-corporate (including, but not limited to,
any statutory trust), nor any Director, officer, employee or
agent of Pier 1 Imports, Inc. or any of its subsidiaries
both corporate and non-corporate (including, but not limited to,
any statutory trust), warrants or represents in any way to any
Participant that the value of Common Stock will increase or will
not decrease or that dividends will be paid on Common Stock,
either at all or at any particular level. Each Participant
assumes all risks in connection with changes in value of Common
Stock and all risks that dividends may not be paid, either at
all or at any particular level.
Any words used herein in the masculine gender shall be construed
as though they were used in the feminine gender wherever
appropriate.
Upon voluntary or automatic withdrawal by a Participant from the
Plan, shares may be distributed from the Plan electronically in
book-entry form and may include fractional shares. If the
Company elects to distribute only full shares from the Plan,
then any fractional shares shall be valued at a fair market
value and distributed in cash in conjunction with the
distribution of full shares.
The Plan is hereby amended and restated in its entirety
effective as of June 26, 2008, subject to shareholder
approval as stated above.
ARTICLE XII
DEFINITIONS
For the purpose of the Plan, unless the context clearly or
necessarily indicates the contrary, the following words and
phrases shall have the meanings set forth in the definitions
below:
a. Account shall mean the separate Account
established and maintained for each Participant pursuant to
Article VIII hereof.
b. Administrative Committee shall mean the
committee which may be from time to time formed to assist
Pier 1 Imports, Inc. in the administration of the Plan, the
members of which shall be appointed
A-5
by the Board of Directors. The Administrative Committee shall be
comprised of not less than two Non-Employee
Directors of Pier 1 Imports, Inc. as that term is
defined in
Rule 16b-3(b)
promulgated under the Securities Exchange Act of 1934, as
amended. The Administrative Committee will be the Compensation
Committee of the Board provided that the above requirements are
met, in which event no additional appointment shall be necessary
by the Board of Directors.
c. Administrator of the Plan shall mean
Pier 1 Imports, Inc.
d. Board of Directors shall mean the Board of
Directors of Pier 1 Imports, Inc.
e. Broker shall mean the broker appointed by
the Administrative Committee pursuant to Article III.
f. Code shall mean the Internal Revenue Code of
1986, as amended.
g. Common Stock shall mean shares of common
stock, par value $1 per share, of Pier 1 Imports, Inc.
h. Company shall mean Pier 1 Imports,
Inc., a Delaware corporation, its successors and assigns and any
of its subsidiaries both corporate and non-corporate (including,
but not limited to, any statutory trust) any of which has
employees and which shall adopt the Plan by action of its board
of directors, or other governing person or entity, if applicable.
i. Compensation shall mean the total of all
amounts paid by an employer to or for the benefit of an employee
Participant for services rendered or labor performed for the
employer which are required to be reported on the
Participants federal income tax withholding statement or
statements
(Form W-2,
Box 1 or its subsequent equivalent), subject to the
following exclusions: taxable income resulting from the exercise
of stock options, non-cash compensation (i.e., non-cash awards),
moving expense reimbursements, cash and non-cash fringe
benefits, expense allowances, expense reimbursements, payments
of deferred compensation, welfare benefits, severance pay,
supplemental disability pay, relocation pay and compensation
earned before an employee was first eligible to participate in
the Plan.
j. Director shall mean an individual who is a
member of the Board of Directors.
k. Effective Date shall mean June 20,
2008, provided that the Plan as amended and restated herein is
approved by the shareholders of Pier 1 Imports, Inc. at
their annual meeting on that day, as may be continued.
l. Eligible Participant shall mean any
employee, including any employee who is a Director, or a
non-employee Director who meets the requirements stated in
Article I.
m. Participant shall mean any employee or
non-employee Director who elects in accordance with the
provisions of the Plan to participate in the Plan through
compensation deductions pursuant to Article II.
n. Plan shall mean the Pier 1 Imports,
Inc. Stock Purchase Plan, as amended and restated herein.
Signed
effective as amended and restated June 20, 2008 (the
Effective Date)
Pier 1 Imports, Inc.,
a Delaware corporation
Gregory S. Humenesky
Executive Vice President
A-6
Driving
Directions
for the
Pier 1 Imports, Inc.
Annual Meeting of Shareholders
at
Pier 1 Imports, Inc.s Corporate Headquarters
100 Pier 1 Place, Fort Worth, Texas 76102
at
10:00 a.m., local time
on
June 20, 2008
Reminder: You must present your admission
ticket at the admissions table in order to attend the
Pier 1 Imports, Inc. Annual Meeting of Shareholders. Doors
will open at 9:00 a.m., local time.
Below are directions to Pier 1 Imports corporate
headquarters from various locations in the surrounding area.
From DFW Airport:
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Take the south exit from the airport.
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After passing through the tollgate, take Hwy. 183 west to
Fort Worth. (Follow signs to Fort Worth.)
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Hwy. 183 will merge with Hwy. 121.
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Stay on Hwy. 121 to downtown Fort Worth.
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Take the Belknap exit.
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Belknap will split into Summit Ave (left) and Forest Park Blvd
(right). Merge left onto Summit Ave.
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Go through the light and take an immediate right into
Pier 1 Imports. Follow directions for parking.
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From Downtown Dallas:
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Take I-30 west from I-35E intersection.
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After approximately 30 miles, take the Summit Avenue exit.
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Turn RIGHT on Summit Avenue. Continue for approximately
1/2
mi.
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Turn LEFT on 5th Street.
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Turn RIGHT into Pier 1 Imports. Follow directions for
parking.
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From North Dallas:
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Take I-635 (LBJ Freeway) west to Hwy. 121.
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Go south on Hwy. 121.
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Follow signs to downtown Fort Worth.
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Take the Belknap exit.
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Belknap will split into Summit Ave (left) and Forest Park Blvd
(right). Merge LEFT onto Summit Ave.
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Go through the light and take an immediate right into
Pier 1 Imports. Follow directions for parking.
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From West Fort Worth:
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Take I-30 East.
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Take the Forest Park Blvd exit and turn LEFT at the light.
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Forest Park Blvd turns into N Forest Park Blvd.
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Turn RIGHT on W 5th Street.
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Continue on W 5th Street for approx
1/5
mile. Turn LEFT into Pier 1 Imports. Follow directions for
parking.
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Parking will be available on a first-come, first-served basis.
If you have any further questions about attending the meeting,
please call our Investor Relations Department at
(817) 252-7835
or toll-free at
(888) 807-4371.
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Please Mark Here
for Address Change
or Comments
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SEE REVERSE SIDE |
The board of directors recommends a vote FOR the election of each of the nominees in Item 1 as
a director and FOR Items 2 and 3 and AGAINST Item 4.
ITEM 1. Election of Directors
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Nominees: |
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AGAINST |
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01 John H. Burgoyne
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FOR
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AGAINST
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02 Michael R. Ferrari
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FOR
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AGAINST
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03 Robert B. Holland, III
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FOR
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AGAINST
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ABSTAIN |
04 Karen W. Katz
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FOR |
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05 Terry E. London
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FOR
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AGAINST
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ABSTAIN |
06 Alexander W. Smith
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FOR
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AGAINST
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ABSTAIN |
07 Cece Smith
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FOR
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AGAINST
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08 Tom M. Thomas
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ABSTAIN |
ITEM 2.
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Proposal to approve a restatement and amendment of the Pier 1 Imports, Inc. Stock Purchase Plan.
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AGAINST |
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ABSTAIN |
ITEM 3.
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Proposal to ratify the Audit Committees approval to engage Ernst & Young LLP as Pier 1 Imports independent registered public accounting firm for fiscal 2009.
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The board of directors recommends a vote AGAINST Item 4. |
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FOR
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AGAINST
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ITEM 4.
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Shareholder proposal
Pay-for-Superior-Performance
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NOTE:
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In their discretion, the proxies
are authorized to vote, as described in
the proxy statement, upon such other
business as may properly come before the
annual meeting or any adjournment or
postponement of the meeting. |
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PLEASE DATE, SIGN AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE. |
NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such.
5 FOLD AND DETACH HERE 5
WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING.
BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
Internet and telephone voting are available through 11:59 PM Eastern Time
the day prior to annual meeting day.
Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner
as if you marked, signed and returned your proxy card.
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INTERNET
http:/ /www.proxyvoting.com/pir
Use the Internet to vote your proxy.
Have your proxy card in hand
when you access the web site.
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OR
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TELEPHONE
1-866-540-5760
Use any touch-tone telephone to
vote your proxy. Have your proxy
card in hand when you call.
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If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy
card. To vote by mail, mark, sign and date your proxy card and return it in the enclosed
postage-paid envelope.
Choose MLinkSM for fast, easy and secure 24/7 online access to your
future proxy materials, investment plan statements, tax documents and more.
Simply log on to Investor ServiceDirect® at
www.bnymellon.com/shareowner/isd where step-by-step instructions will
prompt you through enrollment.
You
can view the Annual Report and Proxy Statement
on the Internet at http://
bnymellon.mobular.net/bnymellon/pir.
PIER 1 IMPORTS, INC.
100 Pier 1 Place, Fort Worth, Texas 76102
PROXY
The board of directors solicits this proxy for use at the Annual Meeting of Shareholders, June 20,
2008.
The shareholder whose signature appears on the reverse side of this proxy card hereby
appoints TOM M. THOMAS, BRUCE A. CHEATHAM and MICHAEL A. CARTER, and each of them, proxies with
full power of substitution, to represent and to vote as set forth on this proxy card all the
shares of the common stock of Pier 1 Imports, Inc. held of record by the shareholder on April
21, 2008, at the Annual Meeting of Shareholders to be held at 10:00 a.m. local time on June
20, 2008 at Pier 1 Imports corporate headquarters, Mezzanine Level, Conference Room C, 100 Pier
1 Place, Fort Worth, Texas 76102, and any adjournment or postponement of the meeting.
This proxy, when properly executed, will be voted in the manner directed by the shareholder.
If no direction is made, this proxy will be voted FOR the election of each of the nominees in
Item 1 as a director, FOR Item 2, FOR Item 3, and AGAINST Item 4, and in their discretion,
the proxies are authorized to vote, as described in the proxy statement, upon such other business
as may properly come before the annual meeting or any adjournment or postponement of the meeting.
You are encouraged to specify your choices by marking the appropriate boxes (SEE REVERSE
SIDE) but you need not mark any boxes if you wish to vote in accordance with the board of
directors recommendations. The proxies cannot vote your shares unless you sign and return this
card or vote by telephone or the Internet.
(Continued and to be signed and dated on the reverse side)
Address Change/Comments (Mark the corresponding box on the reverse side)
5 FOLD AND DETACH HERE 5
Pier 1 Imports, Inc.
Annual Meeting of Shareholders
Friday, June 20, 2008 10:00 a.m. local time
Pier 1 Imports
Corporate Headquarters
Mezzanine Level, Conference Room C
100 Pier 1 Place
Fort Worth, Texas 76102
If you plan to attend the meeting in person, please bring this
ADMISSION TICKET with you to the meeting. Directions to Pier 1 Imports corporate headquarters are located on the last page of the proxy
statement.