Date of Report (Date of earliest event reported) April 3, 2014 | ||
PIER 1 IMPORTS, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-07832
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75-1729843
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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100 Pier 1 Place, Fort Worth, Texas 76102
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(Address of principal executive offices, including zip code)
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817-252-8000 | ||
(Registrant’s telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: (see General Instruction A.2. below):
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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(e)
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On April 3, 2014, the Compensation Committee and Board of Directors of Pier 1 Imports, Inc. (the “Company”), approved the Company’s short-term and long-term incentives for executive officers for fiscal year 2015.
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10% of the named executive officer's annual incentive potential if the Company satisfies the threshold annual Profit Goal, increasing to
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100% of the named executive officer's annual incentive potential if the Company satisfies the target annual Profit Goal and the target annual e-Commerce Sales Goal, increasing to
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250% of the named executive officer's annual incentive potential if the Company satisfies the maximum annual Profit Goal and the maximum annual e-Commerce Sales Goal.
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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 35% of the shares will vest (i) one-third upon the Company satisfying the Profit Goal for the fiscal year in which the grant occurred, and (ii) one-third for each of the following two fiscal years upon the Company satisfying the Profit Goal for the respective fiscal year.
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Approximately 15% of the shares will vest within a range of 50% - 250% of such shares after the Company’s fiscal year 2017 based on a percentage of the Company’s e-Commerce sales to total sales for fiscal year 2017 and provided the Company achieves a threshold level of total sales for fiscal year 2017; and
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Approximately 10% of the shares will vest within a range of 50% - 250% of such shares at the end of the Company’s fiscal year 2017 based on the Company’s percentile ranking within the rankings of the annual equivalent return of the total shareholder returns of the Company and 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 2015 and the average closing stock price during the twenty trading days at the end of fiscal year 2017. The peer group is comprised of the companies in the Russell 1000 Specialty Retail Index, with the addition of any other specialty retailers in the Company’s peer group for executive compensation purposes.
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Item 5.05 | Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics. |
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(a)
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On April 3, 2014 the Company adopted a policy with respect to the recovery of incentive compensation, commonly referred to as a “clawback policy,” applicable to the Company’s executive officers (as defined under Rule 3b-7 of the Securities Exchange Act of 1934, as amended). The policy will appear in the Company’s Code of Business Conduct and Ethics, available in the Investor Relations section of the Company’s website at www.pier1.com.
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Item 7.01 | Regulation FD Disclosure. |
On April 3, 2014, the Company issued a press release announcing the Company’s declaration of a quarterly cash dividend and that April 23, 2014 is the record date for its Annual Meeting of Shareholders to be held June 20, 2014. Additionally, the Company provided details for its upcoming quarterly conference call. A copy of this press release is attached hereto as Exhibit 99.1.
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Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. |
Exhibit No. | Description | |
99.1 | Press release dated April 3, 2014 announcing the Company’s declaration of a quarterly cash dividend and the Company’s Annual Meeting of Shareholders and quarterly conference call information. |
PIER 1 IMPORTS, INC.
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Date: April 4, 2014 | By: | /s/ Michael A. Carter |
Michael A. Carter, Senior Vice President
Compliance and General Counsel, Secretary
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Exhibit No. | Description |
99.1 |
Press release dated April 3, 2014 announcing the Company’s declaration of a quarterly cash dividend and the Company’s Annual Meeting of Shareholders and quarterly conference call information.
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