Current Report Filing (8-k)
June 28 2017 - 4:17PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON
,
DC
20549
FORM 8-K
CURRENT
REPORT
Pursuant to
Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported):
June
22, 2017
PIER 1 IMPORTS, INC.
(Exact
Name of Registrant as Specified in Charter)
DELAWARE
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001-07832
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75-1729843
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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100 Pier 1 Place
Fort Worth, Texas
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76102
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code
817-252-8000
N/A
(Former
Name or Former Address, if Changed Since Last Report)
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):
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. ☐
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 pursuant 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 Company’s 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 Company’s 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 pursuant 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 Company’s 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 Company’s
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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Broker
Non-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 pursuant 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 Company’s 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 Company’s 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 Committee’s
engagement of Ernst & Young LLP as the Company’s 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 Company’s 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 Company’s
engagement of Ernst & Young LLP as the Company’s 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 Company’s 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 Company’s
financial results for the first quarter ended May 27, 2017, and
the declaration of a quarterly cash dividend.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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PIER 1 IMPORTS, INC.
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Date:
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June 28, 2017
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By:
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/s/ Michael A. Carter
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Michael A. Carter, Executive Vice President Compliance and
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General Counsel, Secretary
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EXHIBIT INDEX
Exhibit No.
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Description
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99.1
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Press release dated June 28, 2017, announcing the Company’s
financial results for the first quarter ended May 27, 2017, and
the declaration of a quarterly cash dividend.
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