PIER 1 IMPORTS, INC. (NYSE:PIR) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02
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Termination of a Material Definitive
Agreement.
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On June 22, 2017, the date of the 2017 Annual Meeting of
Shareholders (Annual Meeting) of Pier 1 Imports, Inc. (the
Company), the Shareholder Rights Protection Agreement (the
Rights Agreement), dated as of September 27, 2016, by and
between the Company and Computershare Inc., as rights
agent, expired in accordance with its terms and is of no
further force or effect. The Series A Junior Participating
Preferred Stock purchase rights distributed to the Rights
Agreement have also expired and are no longer outstanding.
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The adoption of the Rights Agreement and summaries of the
material terms thereof were disclosed in the Companys
Current Report on Form 8-K filed on September 28, 2016,
which summaries are qualified in their entirety by
reference to the full text of the Rights Agreement, filed
as Exhibit 4.1 thereto.
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Item 2.02
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Results of Operations and Financial
Condition.
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On June 28, 2017, the Company issued a press release
announcing the Companys financial results for the first
quarter ended May 27, 2017. A copy of this press release is
attached hereto as Exhibit 99.1.
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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.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
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In connection with the expiration of the Rights Agreement
described in Item 1.02 above, which is incorporated by
reference in response to this Item 5.03, the Board of
Directors of the Company approved the filing of a
Certificate of Elimination to eliminate from the Companys
Restated Certificate of Incorporation the Certificate of
Designation and Terms of Series A Junior Participating
Preferred Stock of Pier 1 Imports, Inc. filed with the
Secretary of State of the State of Delaware on September
28, 2016.
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Item 5.07
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Submission of Matters to a Vote of Security
Holders.
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On June 22, 2017, the Company held its Annual Meeting. The
following describes the matters considered by the Companys
shareholders at the Annual Meeting and the final results of
the voting at the meeting:
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Proposal 1. To elect as directors
the nine nominees named in the proxy statement to hold
office until the next Annual Meeting and until their
successors are elected and qualified.
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In order to be elected, a nominee for director must receive
the affirmative vote of a majority of the votes cast with
respect to such nominee by the shares of common stock
present in person or represented by proxy at the Annual
Meeting and entitled to vote on the election of directors.
An affirmative vote of a majority of the votes cast means
that the number of votes cast For a nominee exceeds the
number of votes cast Against the nominee. Abstentions and
Broker Non-Votes are not considered as votes cast.
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Nominee
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For
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Against
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Abstain
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BrokerNon-Votes
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Claire H. Babrowski
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55,303,406.3593
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6,621,103.6390
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106,651.8610
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10,838,407.0000
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Cheryl A. Bachelder
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57,408,016.7886
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4,515,660.2097
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107,484.8610
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10,838,407.0000
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Hamish A. Dodds
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55,199,233.5037
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6,720,075.5295
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111,852.8261
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10,838,407.0000
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Brendan L. Hoffman
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57,215,610.5222
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4,703,034.8877
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112,516.4494
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10,838,407.0000
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Alasdair B. James
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60,889,542.5677
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1,030,100.3721
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111,518.9195
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10,838,407.0000
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Terry E. London
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57,221,750.5562
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4,716,320.8401
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93,090.4630
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10,838,407.0000
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Cynthia P. McCague
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55,208,849.4022
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6,713,385.5961
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108,926.8610
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10,838,407.0000
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Michael A. Peel
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55,266,870.2726
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6,653,277.1024
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111,014.4843
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10,838,407.0000
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Ann M. Sardini
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57,400,968.9199
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4,517,495.0784
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112,697.8610
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10,838,407.0000
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Based on these results, each nominee was elected by the
shareholders as a director, to hold office until the next
Annual Meeting, and until his or her successor is elected
and qualified.
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Proposal 2. To vote on a
non-binding, advisory resolution which reads: resolved,
that the compensation of Pier 1 Imports named executive
officers as disclosed to the compensation disclosure
rules of the Securities and Exchange Commission,
including the Compensation Discussion and Analysis,
compensation tables and narrative discussion, is hereby
approved.
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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 the resolution
is required to approve the resolution. Abstentions are
counted as represented and entitled to vote on the
resolution and have the effect of a vote Against the
resolution. Broker Non-Votes are not considered entitled
to vote on the resolution and are not counted in
determining the number of shares necessary for approval
of the resolution.
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For
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Against
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Abstain
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Broker Non-Votes
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60,123,551.9740
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1,707,975.0009
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199,634.8844
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10,838,407.0000
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Based on these results, the non-binding, advisory
resolution was approved by the shareholders.
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Proposal 3. To vote on a
non-binding, advisory proposal with respect to the
frequency of future shareholder advisory voting on the
compensation of the Companys named executive officers.
The frequency receiving the highest number of votes of
the shares of common stock present in person or
represented by proxy at the annual meeting and entitled
to vote on this proposal indicates the choice of
shareholders as the frequency for the say-on-pay vote.
Abstentions are counted as represented and entitled to
vote on this proposal; however, abstentions are not
counted as a vote for or against any of the choices.
Broker Non-Votes are not considered entitled to vote on
the proposal and are not counted in determining the
preferred frequency.
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Every Year
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Every Other Year
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Every Three Years
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Abstain
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Broker Non-Votes
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55,230,134.5836
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284,648.1650
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6,320,488.5346
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195,890.5761
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10,838,407.0000
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The majority of the Companys shareholders voted for one
year with respect to the frequency of advisory voting on
executive compensation. Based on these results, the Board
of Directors has determined that the Company will hold an
advisory vote on executive compensation every year.
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Proposal 4. To approve an
amendment to the Pier 1 Imports, Inc. 2015 Stock
Incentive Plan to increase the number of shares available
for grant under the plan.
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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 the proposal
is required to approve the amendment. Abstentions are
counted as represented and entitled to vote on the
proposal and have the effect of a vote Against the
proposal. Broker Non-Votes are not considered entitled to
vote on the proposal and are not counted in determining
the number of shares necessary for approval of the
proposal.
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For
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Against
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Abstain
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Broker Non-Votes
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58,393,978.3430
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3,543,684.8546
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93,498.6617
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10,838,407.0000
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Based on these results, the amendment to the Pier 1
Imports, Inc. 2015 Stock Incentive Plan was approved by
the shareholders.
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Proposal 5. Ratification of the
Audit Committees engagement of Ernst Young LLP as the
Companys independent registered public accounting firm
for fiscal 2018.
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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 the proposal
is required to ratify the engagement of Ernst Young LLP
as the Companys independent registered public accounting
firm for fiscal 2018. Abstentions are counted as
represented and entitled to vote on the proposal and have
the effect of a vote Against the proposal.
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For
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Against
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Abstain
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Broker Non-Votes
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72,066,269.5180
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610,546.3299
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192,753.0114
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N/A
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Based on these results, the shareholders ratified the
Companys engagement of Ernst Young LLP as the Companys
independent registered public accounting firm for fiscal
2018.
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Item 7.01
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Regulation FD Disclosure.
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On June 28, 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.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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99.1
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Press release dated June 28, 2017, announcing the
Companys financial results for the first quarter ended
May 27, 2017, and the declaration of a quarterly cash
dividend.
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PIER 1 IMPORTS INC/DE ExhibitEX-99.1 2 a51581758ex99_1.htm EXHIBIT 99.1 Exhibit 99.1 Pier 1 Imports,…To view the full exhibit click here 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.