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PIR > SEC Filings for PIR > Form 8-K on 18-Oct-2013All Recent SEC Filings

Show all filings for PIER 1 IMPORTS INC/DE | Request a Trial to NEW EDGAR Online Pro

Form 8-K for PIER 1 IMPORTS INC/DE


18-Oct-2013

Change in Directors or Principal Officers, Regulation FD Disclosure, Financ


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(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.

(d) 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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