PIER 1 IMPORTS, INC. (NYSE:PIR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on July 2, 2018, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Pier 1 Imports, Inc. (the “Company”) recommended, and the Board approved, the Company’s fiscal 2019 long-term incentive program applicable to the Company’s named executive officers. The long-term incentive program included awards of time-based and performance-based restricted stock which were granted on June 29, 2018.
On July 9, 2018, the Committee recommended to the Board, and the Board approved, a cash-based long-term incentive award (the “Award”) to Alasdair B. James, the Company’s President and Chief Executive Officer, as part of the long-term incentive program. The Award is based on the achievement of targeted earnings per share for the fiscal year beginning on and including March 1, 2020 and ending on and including February 27, 2021, as adjustedfor specified significant unusual or non-recurring or recurring non-cash items or events as provided in the Pier 1 Imports, Inc. 2015 Stock Incentive Plan, as amended, with such adjustments to be determined by the Committee (referred to as “EPS as adjusted”).
The Award is payable in cash and has a target value of $1 million based on the achievement of EPS as adjusted, and may be awarded at $500,000 for threshold performance and up to $1.5 million for maximum performance with interpolation between levels.
The Award includes “double-trigger” provisions that will cause its pro-rata vesting following a change in control of the Company if (i) the Award is not assumed or equitably converted by the successor company, or (ii) the Award is assumed or equitably converted and Mr. James’ employment is terminated without “cause” or he resigns for “good reason” (each as defined in the award agreement) within one year of the change in control.
About PIER 1 IMPORTS, INC. (NYSE:PIR)
Pier 1 Imports, Inc. is an importer of home decor and furniture. The Company’s operations consist of retail stores and an e-commerce Website conducting business under the name Pier 1 Imports, which sells a range of decorative accessories, furniture, candles, housewares, gifts and seasonal products. The Company’s categories of merchandise include decorative accessories and furniture. The decorative accessories category includes decorative accents and textiles, such as rugs, wall decorations and mirrors, candles, fragrance, gifts and seasonal items. The furniture category includes furniture and furniture cushions to be used in living, dining, office, sunrooms and patios. This merchandise group is generally made of metal or handcrafted natural materials, including rattan, pine, acacia, oak and other woods with either natural, stained, painted or upholstered finishes.