Pier 1 2008 Annual Report Download - page 90

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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 firm’s 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 share-
holders 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 candidate’s name, business or residence address,
principal occupation or employment and a description of the candidate’s 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 committee’s 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.
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