Pier 1 2010 Annual Report Download - page 115

EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth certain information regarding Pier 1 Imports’ equity compensation plans as of
February 27, 2010.
Plan Category
Number of
Securities to
be Issued Upon
Exercise of
Outstanding Options,
Warrants and
Rights
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and
Rights
Number of
Securities Remaining
Available for Future
Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected
in the First Column)
Equity compensation plans approved by
Shareholders
Pier 1 Imports, Inc. 1989 Employee Stock
Option Plan ........................... 294,000 $19.40 –
Pier 1 Imports, Inc. 1999 Stock Plan .......... 4,885,250 $16.25 –
Pier 1 Imports, Inc. 2006 Stock Incentive
Plan ................................. 2,006,975 $ 7.52 3,983,748(1)
Pier 1 Imports, Inc. Stock Purchase Plan ...... – – 881,923
Equity compensation plans not approved by
Shareholders(2) ............................ 2,000,000 $ 6.69 –
Total: ...................................... 9,186,225 $12.36 4,865,671
(1) Represents shares available for grant under the Pier 1 Imports, Inc. 2006 Stock Incentive Plan. On March 1,
2010, 115,229 DSU’s were granted under the plan. On April 19, 2010, 23,856 of such DSU’s were returned to
the plan as a result of Mr. Holland’s resignation. As of April 30, 2010, the plan had 3,305,042 shares available
for issuance.
(2) Equity compensation plans not approved by security holders represent the employment inducement stock option
awards granted under Mr. Smith’s February 19, 2007 employment agreement. Refer to note #8 to the Pier 1
Imports, Inc. consolidated financial statements in the 2010 Form 10-K, and the Compensation Discussion and
Analysis and the Summary Compensation Table below for additional information regarding the material features
of these stock option grants.
The affirmative vote 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 amendment of the Pier 1 Imports,
Inc. Stock Purchase Plan to authorize an additional 3,500,000 shares of Pier 1 Imports’ common stock to the plan
and to extend the term of the plan for five years. Abstentions will be counted as represented and entitled to vote on
this proposal and will have the effect of a vote “AGAINST” the proposal. Broker non-votes will not be considered
entitled to vote on this proposal and will not be counted in determining the number of shares necessary for approval
of the proposal. If the shareholders do not approve the amendment to the 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 amendment of the Pier 1
Imports, Inc. Stock Purchase Plan to authorize an additional 3,500,000 shares of Pier 1 Imports’ common
stock to the plan and to extend the term of the plan for five years.
PROPOSAL NO. 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 2011
The audit committee has approved engaging Ernst & Young LLP as Pier 1 Imports’ independent registered
public accounting firm for fiscal 2011. Ernst & Young served as Pier 1 Imports’ independent registered public
accounting firm for fiscal 2010 and has served in that capacity since fiscal 1996. Although approval or ratification
of such engagement is not required, 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
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