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| PIR > SEC Filings for PIR > Form 8-K on 25-Jan-2013 | All Recent SEC Filings |
25-Jan-2013
Other Events
10b5-1 Trading Plan
On January 21, 2013, Alexander W. Smith, the President and Chief Executive Officer of Pier 1 Imports, Inc. (the "Company"), adopted a 10b5-1 stock trading plan. Mr. Smith's plan provides for the sale of shares of the Company's common stock, issuable upon exercise of options granted to Mr. Smith on February 19, 2007. Under the plan, beginning on March 8, 2013, a brokerage firm will be authorized to periodically exercise Mr. Smith's stock options and sell the issued shares provided the stock price is above certain levels. The plan expires on January 31, 2014. The maximum number of options that can be exercised and sold over the duration of the plan is 500,000.
The foregoing trading plan is intended to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and the Company's insider trading policy. Rule 10b5-1 allows individuals who are not in possession of material, non-public information at the time a stock trading plan is adopted to establish prearranged written plans to buy or sell a specified number of shares of a company's stock. Trading under the foregoing plan is generally based on reaching certain pre-determined minimum price conditions. The foregoing trading plan provides for sales spread out over a set period of time with the goals of minimizing any market impact from such stock sales and gradually diversifying the individual's investment portfolio, while maintaining such individual's compliance with the Company's voluntary stock ownership guidelines.
Transactions under the foregoing trading plan will be disclosed publicly through Form 4 and Form 144 filings with the Securities and Exchange Commission, to the extent required by law.
Number of Directors Comprising the Company's Board of Directors
As previously reported on Form 8-K dated October 11, 2012, the number of directors comprising the Board of Directors of Pier 1 Imports, Inc. (the "Company") is nine. As previously reported on Form 8-K dated January 17, 2013, Michael R. Ferrari resigned as a director from the Board of Directors effective January 22, 2013. On January 25, 2013, the Company's Board of Directors, pursuant to the authority delegated to the Board of Directors by the Company's bylaws, approved a decrease in the size of the Board of Directors from nine directors to eight directors.
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