PIER 1 IMPORTS, INC. (NYSE:PIR) Files An 8-K Results of Operations and Financial Condition
Item 2.02 Results of Operations and Financial Condition.
On April 12, 2017, Pier 1 Imports, Inc. (the Company) issued a
press release announcing the Companys financial results for the
fourth quarter and fiscal year ended February 25, 2017. A copy of
this press release is attached hereto as Exhibit 99.1.
press release announcing the Companys financial results for the
fourth quarter and fiscal year ended February 25, 2017. A copy of
this press release is attached hereto as Exhibit 99.1.
The information contained in this Current Report to this Item
2.02 Results of Operations and Financial Condition is being
furnished. The information in this Item of Form 8-K and on
Exhibit 99.1 attached hereto shall not be deemed to be filed for
the purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that
section.
2.02 Results of Operations and Financial Condition is being
furnished. The information in this Item of Form 8-K and on
Exhibit 99.1 attached hereto shall not be deemed to be filed for
the purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that
section.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
| (c) |
On December 13, 2016, the Companys Board of Directors
appointed Terry E. London, Chairman of the Board of Directors, to the position of Interim President and Chief Executive Officer, effective January 1, 2017. Compensatory arrangements for Mr. London are described in the Companys Form 8-K filed on January 30, 2017. On April 3, 2017, the Company announced the appointment of Alasdair James as the Companys President and Chief Executive Officer effective May 1, 2017. The Companys Board of Directors has appointed Mr. London as Executive Chairman upon Mr. James assuming his role as President and Chief Executive Officer on May 1, 2017. Mr. London will serve in the role of Executive Chairman through July 31, 2017, at which time he will reassume the role of Non-executive Chairman of the Board. Mr. Londons compensatory arrangements during his role as Executive Chairman will remain the same as his compensation for service as Interim President and Chief Executive Officer. |
| (d) |
On April 6, 2017, the Companys Board of Directors
increased the number of directors comprising the board from eight to nine, and the board elected Alasdair James as a director effective May 1, 2017. Mr. James was elected to the Board of Directors to the terms of his employment as the Companys President and Chief Executive Officer, which terms are described in the Companys Form 8-K filed on April 3, 2017. Mr. James, as an employee director, is not expected to serve on any committees of the Board of Directors, nor receive any compensation for such service. |
| (e) |
On April 6, 2017, the Compensation Committee and the
Board of Directors of the Company approved the Companys short- and long-term incentives for executive officers for fiscal year 2018. Jeffrey N. Boyer, Executive Vice President and Chief Financial Officer; Michael R. Benkel, Executive Vice President, Global Supply Chain; Laura A. Coffey, Executive Vice President, Planning and Allocations; Catherine David, Executive Vice President, Merchandising; and Eric W. Hunter, Executive Vice President, Marketing, will each be eligible to receive short- and long-term incentives for fiscal year 2018.
The short-term incentive provides for the executives
receipt of a performance-based cash award to the Pier 1 Imports, Inc. 2015 Stock Incentive Plan, which allows for cash performance awards in addition to stock-based awards.
Eighty percent of the incentive is based on the Companys
achievement of targeted adjusted consolidated operating cash earnings before interest, taxes, depreciation and amortization from all domestic and international operations, but not including discontinued operations, unusual or non-recurring charges nor recurring non-cash items. This performance measure is referred to as the “Profit Goal”.
Twenty percent of the incentive is based on a performance
measure of the Companys targeted merchandise margin dollars. This performance measure is referred to as the Merchandise Margin Dollars Goal.
The short-term cash incentive for each of the executive
officers identified above is expressed as a percentage of the executive’s fiscal year 2018 annual base salary. Each executive’s annual incentive potential is 75% of her or his annual base salary if the targeted Profit Goal and Merchandise Margin Dollars Goal are achieved.
Eighty percent of the short-term cash incentive is
designed to provide a cash payment on the following basis: |
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30% of the executive officer’s annual incentive
potential if the Company satisfies the threshold annual Profit Goal, increasing to |
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100% of the executive officer’s annual incentive
potential if the Company satisfies the target annual Profit Goal, increasing to |
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200% of the executive officer’s annual incentive
potential if the Company satisfies the maximum annual Profit Goal. |
Twenty percent of the short-term cash incentive is designed to
provide a cash payment on the following basis:
provide a cash payment on the following basis:
|
30% of the executive officer’s annual incentive
potential if the Company satisfies the threshold annual Merchandise Margin Dollars Goal, increasing to |
|
100% of the executive officer’s annual incentive
potential if the Company satisfies the target annual Merchandise Margin Dollars Goal, increasing to |
|
200% of the executive officer’s annual incentive
potential if the Company satisfies the maximum annual Merchandise Margin Dollars Goal. |
Short-term cash incentives are payable with respect to fiscal
year 2018 based upon the achievement of the performance measures
for fiscal year 2018 within the above ranges. The executive
officer must be employed by Pier 1 Imports on the last day of the
performance period to receive an award.
year 2018 based upon the achievement of the performance measures
for fiscal year 2018 within the above ranges. The executive
officer must be employed by Pier 1 Imports on the last day of the
performance period to receive an award.
The long-term incentive provides the opportunity to receive
restricted stock awards to the Pier 1 Imports, Inc. 2015 Stock
Incentive Plan. Each of the Companys executive officers
identified above will be granted a fiscal year 2018 long-term
equity incentive award of restricted stock as follows:
restricted stock awards to the Pier 1 Imports, Inc. 2015 Stock
Incentive Plan. Each of the Companys executive officers
identified above will be granted a fiscal year 2018 long-term
equity incentive award of restricted stock as follows:
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Approximately 40% of the shares will vest one-third per
year on the anniversary date of the grant; |
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Approximately 30% of the shares will cliff vest within a
range of 50% – 200% of a targeted number of shares after the Companys fiscal year 2020 based upon the Companys achievement of a cumulative Profit Goal for fiscal years 2018, 2019 and 2020 exceeding a threshold level, capped at a maximum performance level (Profit Goal Shares); and |
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Approximately 30% of the shares will cliff vest within a
range of 50% – 200% of a targeted number of shares at the end of the Companys fiscal year 2020 based on the Companys average return on invested capital for fiscal years 2018, 2019 and 2020 exceeding a threshold level, capped at a maximum performance level (ROIC Shares). |
Both the Profit Goal Shares and the ROIC Shares earned at the end
of fiscal 2020 are subject to an increase or decrease of 10%
based on the Companys total shareholder return relative to its
peer group companies using the average closing stock price of the
Company and the peer group companies during the twenty trading
days at the beginning of fiscal year 2018 and the average closing
stock price during the twenty trading days at the end of fiscal
year 2020. The peer group is comprised of the companies in the
Russell 1000 Specialty Retail Index, with the addition of any
other specialty retailers included in the Companys peer group for
executive compensation purposes. No upward modification will be
made if the Companys absolute TSR for the performance period is
negative.
of fiscal 2020 are subject to an increase or decrease of 10%
based on the Companys total shareholder return relative to its
peer group companies using the average closing stock price of the
Company and the peer group companies during the twenty trading
days at the beginning of fiscal year 2018 and the average closing
stock price during the twenty trading days at the end of fiscal
year 2020. The peer group is comprised of the companies in the
Russell 1000 Specialty Retail Index, with the addition of any
other specialty retailers included in the Companys peer group for
executive compensation purposes. No upward modification will be
made if the Companys absolute TSR for the performance period is
negative.
Each executive officer must be employed by Pier 1 Imports on the
grant date and each vesting date to receive the award; however,
the awards will include double-trigger provisions that will cause
their vesting following a change in control of the Company if the
awards are not assumed or equitably converted by the successor
company, or if assumed or equitably converted and the executives
employment is terminated without cause or they resign for good
reason, as defined, within one year of the change in control.
grant date and each vesting date to receive the award; however,
the awards will include double-trigger provisions that will cause
their vesting following a change in control of the Company if the
awards are not assumed or equitably converted by the successor
company, or if assumed or equitably converted and the executives
employment is terminated without cause or they resign for good
reason, as defined, within one year of the change in control.
Item 7.01 Regulation FD Disclosure.
On April 6, 2017, the Company issued a press release announcing
that April 27, 2017, is the record date for its Annual Meeting of
Shareholders to be held June 22, 2017. A copy of this press
release is attached hereto as Exhibit 99.2.
that April 27, 2017, is the record date for its Annual Meeting of
Shareholders to be held June 22, 2017. A copy of this press
release is attached hereto as Exhibit 99.2.
On April 12, 2017, the Company issued a press release announcing
the Companys declaration of a quarterly cash dividend. A copy of
this press release is attached hereto as Exhibit 99.1.
the Companys declaration of a quarterly cash dividend. A copy of
this press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| (d) Exhibits. | ||
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Exhibit No.
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Description
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99.1
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Press release dated April 12, 2017, announcing the
Companys financial results for the fourth quarter and fiscal year ended February 25, 2017, and the Companys declaration of a quarterly cash dividend. |
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99.2
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Press release dated April 6, 2017, announcing the
Companys Annual Meeting of Shareholders. |
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. PIER 1 IMPORTS, INC. (NYSE:PIR) Recent Trading Information
PIER 1 IMPORTS, INC. (NYSE:PIR) closed its last trading session down -0.01 at 7.25 with 3,422,808 shares trading hands.
