Pier 1 2008 Annual Report Download - page 104

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year ended March 1, 2008, and the Compensation Discussion and Analysis and the Summary Compensa-
tion Table below for additional information regarding the material features of this stock option grant.
ITEM 3 — Proposal to Ratify the Audit Committee’s 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 committee’s 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 committee’s 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
committee’s 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 statu-
tory audits, reviews of Pier 1 Imports’ quarterly reports on Form 10-Q and the registered public accounting
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