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This excerpt taken from the PIR DEF 14A filed May 27, 2009. General If the reverse stock split is approved and implemented, the principal effect will be to proportionately decrease the number of outstanding shares of Pier 1 Imports' common stock based on the reverse stock split ratio selected by the board of directors. Pier 1 Imports' common stock is currently registered under Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and we are subject to the periodic reporting and other requirements of the Exchange Act. The reverse stock split will not affect the registration of Pier 1 Imports' common stock under the Exchange Act, or, except as described above, the listing of Pier 1 Imports' common stock on the NYSE. Following the reverse stock split, Pier 1 Imports' common stock will continue to be listed on the NYSE under the symbol "PIR," although it will be considered a new listing with a new CUSIP number. Proportionate voting rights and other rights of the holders of Pier 1 Imports' common stock will not be affected by the reverse stock split, other than as a result of the treatment of fractional shares as described below. For example, a holder of 2% of the voting power of the outstanding shares of Pier 1 Imports' common stock immediately prior to the effectiveness of the reverse stock split will generally continue to hold 2% of the voting power of the outstanding shares of Pier 1 Imports' common stock after the reverse stock split. The number of shareholders of record will not be affected by the reverse stock split (except to the extent any are cashed out as a result of holding fractional shares). If approved and implemented, the reverse stock split may result in some shareholders owning "odd lots" of less than 100 shares of Pier 1 Imports' common stock. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the costs of transactions in "round lots" of even multiples of 100 shares. The board of directors believes, however, that these potential effects are outweighed by the benefits of the reverse stock split. This excerpt taken from the PIR DEF 14A filed May 9, 2008. General
Pier 1 Imports established the Stock Purchase Plan to
provide all eligible employees and directors an opportunity to
acquire an ownership interest in Pier 1 Imports and, as a
result, provide participants with a more direct concern about
our welfare and a common interest with our other shareholders.
The plan provides a voluntary method of acquiring shares of
Pier 1 Imports’ common stock in convenient
installments by payroll and other compensation deductions,
supplemented by contributions from Pier 1 Imports.
The plan has been in effect since 1980. The plan is administered
by the compensation committee. A restatement of the plan as
amended was approved by our shareholders in 2004. The term of
the plan is five years and the number of shares issuable under
the plan is 1,500,000 shares. Pier 1 Imports’
board of directors on January 24, 2008 approved a
suspension of the plan after the last occurrence in which
participant contributions plus Pier 1 Imports’
matching contributions could be used to purchase shares of
common stock within the authorized amount. The suspension became
effective March 29, 2008, at which time the plan had 41,025
remaining authorized shares. Pier 1 Imports’ board of
directors on March 25, 2008 approved a restatement and
amendment of the plan, subject to shareholder approval at the
annual meeting, authorizing, among other things, adding an
additional 2,500,000 shares to the plan and extending the
term of the plan for five years. The plan as restated and
amended is described below, and a copy of the plan is attached
to this proxy statement as Appendix A.
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