PIER 1 IMPORTS INC/DE FILES (8-K) Disclosing Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits
(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
(b) On October 17, 2013, John H. Burgoyne informed Pier 1 Imports, Inc.
(the "Company") that he would not stand for re-election as a director
of the Company at the 2014 annual meeting of shareholders scheduled
to be held on June 20, 2014. Mr. Burgoyne will serve the remainder of
his term as director through the Company's annual meeting of
shareholders. The Company acknowledges Mr. Burgoyne's service as a
director of the Company for fourteen years and his dedicated
contributions during that time.
(d) On October 17, 2013, the Board of Directors of Pier 1 Imports, Inc.
(the "Company"), pursuant to the authority delegated to the Board of
Directors by the Company's bylaws, approved an increase in the size
of the Board of Directors from eight directors to eleven directors
and elected to the Board of Directors Cynthia P. McCague, Michael A.
Peel, and Ann M. Sardini.
Ms. McCague has been named as a member of the Compensation Committee
of the Board of Directors of the Company. Mr. Peel has been named as
a member of the Compensation Committee and the Nominating and
Corporate Governance Committee of the Board of Directors of the
Company. Ms. Sardini has been named as a member of the Audit
Committee of the Board of Directors of the Company.
As a non-employee director, Ms. McCague, Mr. Peel and Ms. Sardini
will each be compensated as described under the caption "MATTERS
RELATING TO CORPORATE GOVERNANCE, BOARD STRUCTURE, DIRECTOR
COMPENSATION AND STOCK OWNERSHIP - Non-Employee Director Compensation
for the Fiscal Year Ended March 2, 2013 - Fees Paid to Directors" on
page 13 of the Company's proxy statement relating to its 2013 annual
meeting of shareholders. Also, as a non-employee director Ms.
McCague, Mr. Peel, and Ms. Sardini have each entered into the
Company's standard indemnification agreement.
The Board of Directors of the Company is currently comprised of the
following directors: Terry E. London, Chairman of the Board; Claire
H. Babrowski; Cheryl A. Bachelder; John H. Burgoyne; Hamish A. Dodds;
Brendan L. Hoffman; Cynthia P. McCague; Michael A. Peel; Ann M.
Sardini; Alexander W. Smith; and Cece Smith.
Item 7.01 Regulation FD Disclosure.
On October 18, 2013, Pier 1 Imports, Inc. (the "Company") issued a
press release announcing the authorization of a new $200 million
share repurchase program and the addition of new directors. A copy of
this press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press release dated October 18, 2013 announcing the
Company's authorization of a new $200 million share
repurchase program and the addition of new directors.
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