Date of Report (Date of earliest event reported)
|
April 14, 2017
|
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)
|
[ ] 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 in a Form 8-K dated April 6, 2017, the Compensation Committee and Board of Directors of Pier 1 Imports, Inc. (the “Company”) approved the performance measures related to the fiscal year 2018 long-term restricted stock incentive awards. Each of the Company’s named executive officers was granted a long-term equity incentive award on April 14, 2017.
|
|
Information regarding the long-term equity incentive awards for the named executive officers is set forth in Exhibit 10.1 and the Company’s restricted stock award agreement forms for these grants are attached as Exhibit 10.2, 10.3 and 10.4. |
Item 9.01 | Financial Statements and Exhibits. | |
(d) Exhibits | ||
|
Exhibit No.
|
Description |
|
|
|
|
10.1
|
Summary of Long-Term Equity Incentive Awards for the named executive officers.
|
|
10.2
|
Form of Restricted Stock Award Agreement – April 14, 2017 Time-Based Award.
|
|
10.3
|
Form of Restricted Stock Award Agreement – April 14, 2017 Performance-Based Award (“EBITDA”).
|
|
10.4
|
Form of Restricted Stock Award Agreement – April 14, 2017 Performance-Based Award (“ROIC”).
|
|
|
PIER 1 IMPORTS, INC.
|
|
|
|
|
|
|
Date: April 20, 2017
|
By:
|
/s/ Michael A. Carter
|
|
|
Michael A. Carter, Executive Vice President
|
|
|
Compliance and General Counsel, Secretary |
|
Exhibit No.
|
Description |
|
|
|
|
10.1
|
Summary of Long-Term Equity Incentive Awards for the named executive officers.
|
|
10.2
|
Form of Restricted Stock Award Agreement – April 14, 2017 Time-Based Award.
|
|
10.3
|
Form of Restricted Stock Award Agreement – April 14, 2017 Performance-Based Award (“EBITDA”).
|
|
10.4
|
Form of Restricted Stock Award Agreement – April 14, 2017 Performance-Based Award (“ROIC”).
|
Named Executive Officer
|
Restricted Stock*
(Time-Based Vesting (#)
|
Restricted Stock*
(Performance-Based
Vesting EBITDA)(#)
|
Restricted Stock*
(Performance-Based
Vesting ROIC)(#)
|
Jeffrey N. Boyer
Executive Vice President and Chief Financial Officer
|
30,434
|
50,215
|
50,219
|
Michael R. Benkel
Executive Vice President, Global Supply Chain
|
20,869
|
34,432
|
34,436
|
Laura A. Coffey
Executive Vice President, Planning and Allocations
|
13,796
|
22,763
|
22,767
|
Catherine David
Executive Vice President, Merchandising
|
26,086
|
43,043
|
43,045
|
Eric W. Hunter
Executive Vice President, Marketing
|
25,217
|
41,606
|
41,610
|
COMPANY:
|
GRANTEE:
|
Pier 1 Imports, Inc.
|
|
By: _______________________________________________________
|
_______________________________________________________ |
Terry E. London
|
|
Interim President and CEO
|
|
Address:_________________________________________________
|
|
_________________________________________________
|
|
Email:___________________________________________________
|
(i)
|
refusal by Grantee to follow a lawful direction of any superior officer of the Company or an Affiliate, provided the direction is not materially inconsistent with the duties or responsibilities of Grantee’s position;
|
(ii)
|
performance deficiencies which are communicated to Grantee in writing as part of performance reviews and/or other written communications from any superior officer of the Company or an Affiliate;
|
(iii)
|
willful misconduct or reckless disregard by Grantee of his duties or of the interest or property of the Company or its Affiliates;
|
(iv)
|
any act by Grantee of fraud against, material misappropriation from, or significant dishonesty to either the Company or an Affiliate; or
|
(v)
|
conviction by Grantee of a felony.
|
(i)
|
a material diminution of Grantee’s responsibilities as modified by the Company or an Affiliate from time to time hereafter, such that Grantee would no longer have responsibilities substantially equivalent to those of similarly situated employees at companies with similar revenues and market capitalization; provided that Grantee gives written notice to the Company of the facts and circumstances constituting such material diminution within ten (10) days following the occurrence of such event; the Company (or Affiliate) fails to remedy such material diminution within ten (10) days following Grantee’s written notice of such event; and Grantee terminates employment within ten (10) days following the Company’s or Affiliate’s failure to remedy such material diminution; or
|
(ii)
|
the Company or an Affiliate materially reduces Grantee’s base salary without Grantee’s consent, unless the reduction is applied equally, expressed as percentage of base salaries, to all similarly situated employees; provided that Grantee gives written notice to the Company within ten (10) days following Grantee’s receipt of the notice of reduction in base salary of Grantee’s objection to the reduction; the Company or Affiliate fails to rescind the notice of reduction within ten (10) days following Grantee’s written notice; and Grantee terminates employment within ten (10) days following the Company’s or Affiliate’s failure to rescind the notice.
|
(i)
|
If during the Measurement Period two component companies of the Peer Group merge or otherwise combine into a single entity, the surviving entity shall remain a component company of the Peer Group and the non-surviving entity shall be removed from the Peer Group.
|
(ii)
|
If during the Measurement Period a component company of the Peer Group merges into or otherwise combines with an entity that is not a component company of the Peer Group, such component company shall be removed from the Peer Group.
|
(iii)
|
If during the Measurement Period a component company of the Peer Group files a petition for reorganization under ch. 11 of the U.S. Bankruptcy Code or liquidation under ch. 7 of the U.S. Bankruptcy Code, such component company shall remain as part of the Peer Group and be designated with a TSR of negative 100%.
|
(iv)
|
If a component company of the Peer Group becomes a debtor entity operating under the protection of the U.S. Bankruptcy Code during the Measurement Period and subsequently emerges from bankruptcy protection during the Measurement Period, such component company shall not be reintroduced into the Peer Group.
|
Company's Percentile Rank
(as determined below)
Within Peer Group
|
Modification
of
Vested Shares
|
75% and above
|
+ 10%*
|
above 25% and below 75%
|
no modification
|
25% and below
|
-10%
|
Performance-Based Award Vesting Schedule
|
|
EBITDA
2/26/17 – 2/29/20
(FY18 – FY20)
|
Percent of Target
Performance-Based Shares
Vested
|
Less than $__________
|
0%
|
*$__________- $__________
|
50%
|
*$__________- $__________
|
60%
|
*$__________- $__________
|
80%
|
*$__________- $__________
|
100%
|
*$__________- $__________
|
110%
|
*$__________- $__________
|
120%
|
*$__________- $__________
|
130%
|
*$__________- $__________
|
140%
|
*$__________- $__________
|
160%
|
*$__________- $__________
|
180%
|
$__________ or Higher
|
200%
|
COMPANY:
|
GRANTEE:
|
Pier 1 Imports, Inc.
|
|
By: _______________________________________________________
|
_______________________________________________________ |
Terry E. London
|
|
Interim President and CEO
|
|
Address:_________________________________________________
|
|
_________________________________________________
|
|
Email:___________________________________________________
|
(i)
|
refusal by Grantee to follow a lawful direction of any superior officer of the Company or an Affiliate, provided the direction is not materially inconsistent with the duties or responsibilities of Grantee’s position;
|
(ii)
|
performance deficiencies which are communicated to Grantee in writing as part of performance reviews and/or other written communications from any superior officer of the Company or an Affiliate;
|
(iii)
|
willful misconduct or reckless disregard by Grantee of his/her duties or of the interest or property of the Company or its Affiliates;
|
(iv)
|
any act by Grantee of fraud against, material misappropriation from, or significant dishonesty to either the Company or an Affiliate; or
|
(v)
|
conviction by Grantee of a felony.
|
(i)
|
a material diminution of Grantee’s responsibilities as modified by the Company or an Affiliate from time to time hereafter, such that Grantee would no longer have responsibilities substantially equivalent to those of similarly situated employees at companies with similar revenues and market capitalization; provided that Grantee gives written notice to the Company of the facts and circumstances constituting such material diminution within ten (10) days following the occurrence of such event; the Company (or Affiliate) fails to remedy such material diminution within ten (10) days following Grantee’s written notice of such event; and Grantee terminates employment within ten (10) days following the Company’s or Affiliate’s failure to remedy such material diminution; or
|
(ii)
|
the Company or an Affiliate materially reduces Grantee’s base salary without Grantee’s consent, unless the reduction is applied equally, expressed as percentage of base salaries, to all similarly situated employees; provided that Grantee gives written notice to the Company within ten (10) days following Grantee’s receipt of the notice of reduction in base salary of Grantee’s objection to the reduction; the Company or Affiliate fails to rescind the notice of reduction within ten (10) days following Grantee’s written notice; and Grantee terminates employment within ten (10) days following the Company’s or Affiliate’s failure to rescind the notice.
|
(i)
|
If during the Measurement Period two component companies of the Peer Group merge or otherwise combine into a single entity, the surviving entity shall remain a component company of the Peer Group and the non-surviving entity shall be removed from the Peer Group.
|
(ii)
|
If during the Measurement Period a component company of the Peer Group merges into or otherwise combines with an entity that is not a component company of the Peer Group, such component company shall be removed from the Peer Group.
|
(iii)
|
If during the Measurement Period a component company of the Peer Group files a petition for reorganization under ch. 11 of the U.S. Bankruptcy Code or liquidation under ch. 7 of the U.S. Bankruptcy Code, such component company shall remain as part of the Peer Group and be designated with a TSR of negative 100%.
|
(iv)
|
If a component company of the Peer Group becomes a debtor entity operating under the protection of the U.S. Bankruptcy Code during the Measurement Period and subsequently emerges from bankruptcy protection during the Measurement Period, such component company shall not be reintroduced into the Peer Group.
|
Company's Percentile Rank
(as determined below)
Within Peer Group
|
Modification
of
Vested Shares
|
75% and above
|
+ 10%*
|
above 25% and below 75%
|
no modification
|
25% and below
|
-10%
|
Three-Year Average ROIC
|
=
|
(
|
(
|
NOPAT (FY18)
Invested Capital (FY18)
|
)
|
+
|
(
|
NOPAT (FY19)
Invested Capital (FY19)
|
)
|
+
|
(
|
NOPAT (FY20)
Invested Capital (FY20)
|
)
|
)
|
÷ 3
|
Performance-Based Award Vesting Schedule
|
|
3–Year Average ROIC
2/26/17 – 2/29/20
(FY18 – FY20)
|
Percent of Target
Performance-Based Shares
Vested
|
Less than _______%
|
0%
|
*_______% - _______%
|
50% - 74%
|
*_______% - _______%
|
75% - 99%
|
*_______% - _______%
|
100% - 124%
|
*_______% - _______%
|
125% - 149%
|
*_______% - _______%
|
150% - 174 %
|
*_______% - _______%
|
175% - 199%
|
_______%+
|
200%
|
COMPANY:
|
GRANTEE:
|
Pier 1 Imports, Inc.
|
|
By: _______________________________________________________
|
_______________________________________________________ |
Terry E. London
|
|
Interim President and CEO
|
|
Address:_________________________________________________
|
|
_________________________________________________
|
|
Email:___________________________________________________
|