Pier 1 2009 Annual Report Download - page 97

5MAY200911384635
PIER 1 IMPORTS, INC.
100 Pier 1 Place
Fort Worth, Texas 76102
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held July 1, 2009
Pier 1 Imports’ annual meeting of shareholders will be held on Wednesday, July 1, 2009, at
10:00 a.m., local time, at Pier 1 Imports’ corporate headquarters, Mezzanine Level, Conference Center
Room C, 100 Pier 1 Place, Fort Worth, Texas 76102 for the following purposes:
(1) 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;
(2) to vote on a proposal to approve an amendment of the Certificate of Incorporation of Pier 1
Imports, Inc. to effect a reverse stock split of Pier 1 Imports’ common stock having a split
ratio between, and including, 1-for-2 and 1-for-20, as will be selected by the board of directors
prior to the time of filing such Certificate of Amendment with the Delaware Secretary of
State;
(3) to vote on a proposal to approve an amendment of the Certificate of Incorporation of Pier 1
Imports, Inc. to reduce the par value of Pier 1 Imports’ common stock from $1.00 per share
to $0.001 per share;
(4) to vote on a proposal to approve an amendment of the Certificate of Incorporation of Pier 1
Imports, Inc. to increase the authorized number of Pier 1 Imports’ shares of preferred stock
from 5,000,000 shares to 20,000,000 shares, to shorten the description of the authority of the
board of directors to issue such shares, and to eliminate the terms and provisions of the
Formula Rate Preferred Stock currently set forth in the Certificate of Incorporation;
(5) to vote on a proposal to ratify the audit committee’s approval to engage Ernst & Young LLP
as Pier 1 Imports’ independent registered public accounting firm for fiscal 2010;
(6) to vote on a shareholder proposal, if properly presented at the meeting; and
(7) to transact any other business as may properly come before the annual meeting or any
adjournment or postponement of the meeting.
Only shareholders of record at the close of business on May 4, 2009 (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 27, 2009.
By order of the board of directors,
Michael A. Carter
Senior Vice President and General Counsel,
Secretary
May 27, 2009
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.