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EX-99.1 - EXHIBIT 99.1 - PIER 1 IMPORTS INC/DEa50187880ex99_1.htm
EX-10.2 - EXHIBIT 10.2 - PIER 1 IMPORTS INC/DEa50187880ex10_2.htm
EX-10.1 - EXHIBIT 10.1 - PIER 1 IMPORTS INC/DEa50187880ex10_1.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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)  February 26, 2012


PIER 1 IMPORTS, INC.

(Exact name of registrant as specified in its charter)


Delaware

001-07832

75-1729843

(State or other jurisdiction
of incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)



100 Pier 1 Place, Fort Worth, Texas 76102

(Address of principal executive offices, including zip code)

 

817-252-8000

(Registrant’s telephone number, including area code)

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))


Item 5.02

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

 
(e) As previously reported on a Form 8-K dated December 15, 2009, the Board of Directors of Pier 1 Imports, Inc. (the “Company”) approved a renewal and extension of the employment agreement of Alexander W. Smith (the “Employment Agreement”), the President and Chief Executive Officer of the Company.
 
Pursuant to the Employment Agreement, Mr. Smith received a grant of 375,000 shares of restricted stock on February 26, 2012 under the Company’s 2006 Stock Incentive Plan, restated as amended. One-half of the grant, or 187,500 shares, will vest one-third per year on March 2, 2013, March 1, 2014, and February 28, 2015 provided Mr. Smith is employed on such dates. The form of the Company’s Restricted Stock Award Agreement for this award is attached as Exhibit 10.1.
 
The other one-half of the grant, or 187,500 shares, is a performance-based grant, which will vest one-third per year provided that, in each case, the Company satisfies certain performance targets established by the Board of Directors or the Compensation Committee for the fiscal years of the Company ending March 2, 2013, March 1, 2014, and February 28, 2015 and provided Mr. Smith is employed on such dates. The form of the Company’s Restricted Stock Award Agreement for this award is attached as Exhibit 10.2.
 

Item 7.01

Regulation FD Disclosure.

 

On March 1, 2012, the Company issued a press release announcing the Company’s fourth quarter and fiscal year sales results for the periods ended February 25, 2012, and the Company’s participation in the Goldman Sachs and Raymond James conferences. A copy of this press release is attached hereto as Exhibit 99.1.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits.

  Exhibit No. Description
 
10.1 Restricted Stock Award Agreement dated February 26, 2012 by and between Alexander W. Smith and Pier 1 Imports, Inc. (time-based award agreement).
 
10.2 Restricted Stock Award Agreement dated February 26, 2012 by and between Alexander W. Smith and Pier 1 Imports, Inc. (performance-based award agreement).
 
99.1 Press release dated March 1, 2012 announcing the Company’s fourth quarter and fiscal year sales results for the periods ended February 25, 2012, and the Company’s participation in the Goldman Sachs and Raymond James conferences.



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.

PIER 1 IMPORTS, INC.

 
 
Date:

March 1, 2012

By:

/s/ Michael A. Carter

Michael A. Carter, Senior Vice President and

General Counsel, Secretary


EXHIBIT INDEX

Exhibit No.

Description

10.1

Restricted Stock Award Agreement dated February 26, 2012 by and between Alexander W. Smith and Pier 1 Imports, Inc. (time-based award agreement).

 

10.2

Restricted Stock Award Agreement dated February 26, 2012 by and between Alexander W. Smith and Pier 1 Imports, Inc. (performance-based award agreement).

 
99.1

Press release dated March 1, 2012 announcing the Company’s fourth quarter and fiscal year sales results for the periods ended February 25, 2012, and the Company’s participation in the Goldman Sachs and Raymond James conferences.