Date of Report (Date of earliest event reported)
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May 11, 2015
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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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[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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(e) As previously reported in a Form 8-K dated April 2, 2015, the Compensation Committee and Board of Directors of Pier 1 Imports, Inc. (the “Company”) approved the fiscal year 2016 long-term restricted stock incentive awards. As previously reported in a Form 8-K dated April 10, 2015, each of the Company’s named executive officers, other than its President and Chief Executive Officer, received approximately 40% of their fiscal year 2016 long-term equity incentive award (time-based restricted stock) on April 10, 2015. Each of the Company’s named executive officers, other than its President and Chief Executive Officer, received approximately 60% of their fiscal 2016 long-term equity incentive award (performance-based restricted stock) on May 11, 2015. Alexander W. Smith, the Company’s President and Chief Executive Officer, received long-term equity incentive awards (time-based and performance-based restricted stock) pursuant to his employment agreement as previously reported in a Form 8-K dated March 1, 2015.
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Exhibit No.
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Description
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10.1
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Summary of Long-Term Equity Incentive Awards (Restricted Stock Performance-Based Vesting) for the named executive officers
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10.2
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Form of Restricted Stock Award Agreement – May 11, 2015 Performance-Based Award
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10.3
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Form of Restricted Stock Award Agreement – May 11, 2015 Performance-Based Award (“TSR”)
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PIER 1 IMPORTS, INC. | |||
Date: May 15, 2015
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By:
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/s/ Michael A. Carter | |
Michael A. Carter, Senior Vice President | |||
Compliance and General Counsel, Secretary |
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Exhibit No.
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Description
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10.1
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Summary of Long-Term Equity Incentive Awards (Restricted Stock Performance-Based Vesting) for the named executive officers
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10.2
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Form of Restricted Stock Award Agreement – May 11, 2015 Performance-Based Award
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10.3
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Form of Restricted Stock Award Agreement – May 11, 2015 Performance-Based Award (“TSR”)
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Named
Executive Officer
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Restricted Stock*
(
Performance
-Based Vesting)
(#)
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Restricted Stock*
(
Performance
-Based Vesting TSR)
(#)
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Michael R. Benkel
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Executive Vice President,
Planning and Allocations
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27,292
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5,460
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Laura A. Coffey
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Executive Vice President,
Interim Chief Financial Officer
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17,246
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3,452
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Catherine David
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Executive Vice President,
Merchandising
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34,116
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6,824
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Sharon M. Leite
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Executive Vice President,
Sales and Customer Experience
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32,220
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6,446
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*These equity awards were granted under the Pier 1 Imports, Inc. 2006 Stock Incentive Plan, restated as amended through March 25, 2011. The respective forms of award agreements are attached as Exhibits 10.2 and 10.3. The grants were effective May 11, 2015.
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Performance-Based Award Vesting Schedule
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EBITDA
3/1/15 – 3/3/18
(FY16 – FY18)
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Percent of Target
Performance-Based Shares
Vested
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Less than $__________
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0%
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*$__________ - $__________
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50%
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*$__________ - $__________
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70%
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*$__________ - $__________
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80%
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*$__________ - $__________
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90%
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*$__________ - $__________
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100%
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*$__________ - $__________
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110%
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*$__________ - $__________
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120%
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*$__________ - $__________
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140%
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*$__________ - $__________
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160%
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*$__________ - $__________
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180%
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*$__________ - $
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200% |
COMPANY: |
GRANTEE:
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Pier 1 Imports, Inc. | |||||
By: |
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Alexander W. Smith
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President and CEO
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Address:
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Email: | |||||
SS#: |
(i)
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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.
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(ii)
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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.
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(iii)
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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%.
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(iv)
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If a company 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 company shall not be reintroduced into the Peer Group.
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Company's Percentile Rank
(as defined below)
Within Peer Group
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Percent of Target
Performance-Based Shares
Vested
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81% and above
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200%
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76% - 80%
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180%
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71% - 75%
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160%
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66% - 70%
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140%
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61% - 65%
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120%
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56% - 60%
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110%
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50% - 55%
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100%
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41% - 49%
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50%
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40% and below
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0%
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