Pier 1 2010 Annual Report Download - page 101

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 out the attributes and
qualifications considered by the nominating and corporate governance committee in evaluating nominees for
director. The primary qualities and characteristics the committee looks for in nominees for director are:
• management and leadership experience;
• relevant knowledge and diversity of background and experience; and
• personal and professional ethics, integrity and professionalism.
The committee believes that the board of directors should be composed of individuals who have achieved a
high level of distinction in business, education or public service. As a group, the board of directors should possess a
diverse and broad range of skills, perspectives and experience relevant to Pier 1 Imports’ business, such as:
• accounting and financial literacy;
• general knowledge of the retail industry;
• information technology experience;
• international business experience; and
• chief executive officer, chief financial officer or other senior management experience.
Although the Board Member Qualification Criteria do not contain a specific policy addressing diversity, the
nominating and corporate governance committee considers whether each nominee complements and lends to a
diverse and broad range of skills, perspectives and experience required of Pier 1 Imports’ board of directors.
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 for election to Pier 1
Imports’ board of directors. The committee typically considers candidates for nomination to Pier 1 Imports’ board
of directors in March (the first month of the fiscal year) 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 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 shareholders
for nomination for election to Pier 1 Imports’ board of directors. A shareholder who wishes to recommend a
candidate for evaluation by the nominating and corporate governance committee for inclusion as a nominee for
director at the 2011 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 17, 2011.
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