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)
September 22, 2016
 
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) On September 22, 2016, the Compensation Committee and the Board of Directors of Pier 1 Imports, Inc. (the “Company”) approved a one-time $750,000 cash retention award to Jeffrey N. Boyer, the Company’s Executive Vice President and Chief Financial Officer.  On September 27, 2016, the Compensation Committee of the Board of Directors of the Company approved a one-time $180,000 cash retention award to Michael R. Benkel, the Company’s Executive Vice President – Global Supply Chain, and a one-time $225,000 cash retention award to Catherine David, Executive Vice President – Merchandising.

The respective cash awards are payable on March 22, 2018 to Mr. Boyer and March 27, 2017 to Mr. Benkel and Ms. David.  Each named executive officer will receive the cash award within fifteen days of the applicable date if he or she remains employed by the Company or an affiliate through such date or if his or her employment is terminated without cause or he or she resigns for good reason prior to such date, as such terms are defined in the form of retention award agreement.

The form of retention award agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.


Item 9.01    Financial Statements and Exhibits.

      (d)  Exhibits.

      Exhibit No.    Description
 
10.1                 Form of executive officer retention award agreement.
 




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: September 28, 2016  
By:
/s/ Michael A. Carter  
    Michael A. Carter, Executive Vice President  
    Compliance and General Counsel, Secretary  




 

EXHIBIT INDEX


   Exhibit No. Description

10.1
            Form of executive officer retention award agreement.














Exhibit 10.1
 
[On Company Letterhead]
 

 
Retention Award
 

_______________________
 

 
_______________________
 
_______________________
 

 
Dear ___________,
 
As a very valued and key member of the Pier 1 Imports senior executive team and as one whose continued leadership will be especially critical during the transition to a new CEO, I am delighted and pleased to inform you that the Board of Directors on ____________approved a cash award to you of $_____ under the terms and conditions outlined in the attached appendix.
 
On behalf of the Board of Directors, congratulations and thank you, not only for your past contributions, but for what you will surely contribute to the future success of our beloved Company.
 
Regards,
 

 
Alex Smith
 


APPENDIX TO RETENTION AWARD

The retention award described in this letter (the “Award”) will be paid in a cash lump sum, subject to applicable federal, state, and local tax and other payroll withholding within fifteen (15) days following ____________ (the “Payment Date”) if (i) you remain employed by Pier 1 Imports, Inc. (the “Company”) or an Affiliate through the Payment Date, or (ii) your employment is terminated by the Company or an Affiliate prior to the Payment Date without Cause, or (iii) you resign for Good Reason prior to the Payment Date.

For purposes of this Award agreement, the term:

“Affiliate” means any entity which is controlling, controlled by, or under common control with the Company.

“Cause” means the occurrence of any of the following events:
 
(a)              refusal by you 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 your position;
 
(b)              performance deficiencies which are communicated to you in writing as part of performance reviews and/or other written communications from any superior officer of the Company or an Affiliate;
 
(c)              willful misconduct or reckless disregard by you of your duties or of the interest or property of the Company or its Affiliates;
 
(d)              any act by you of fraud against, material misappropriation from, or significant dishonesty to either the Company or an Affiliate; or
 
(e)              conviction by you of a felony.

“Good Reason” means the occurrence of all of the events listed in either (a) or (b) below:
 
(a)              a material diminution of your responsibilities as modified by the Company or an Affiliate from time to time hereafter, such that you would no longer have responsibilities substantially equivalent to those of similarly situated employees at companies with similar revenues and market capitalization; provided that you give 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 your written notice of such event; and you terminate your employment within ten (10) days following the Company’s or Affiliate’s failure to remedy such material diminution; or
 
(b)              the Company or an Affiliate materially reduces your base salary without your consent, unless the reduction is applied equally, expressed as a percentage of base salaries, to all similarly situated employees; provided that you give written notice to the Company within ten (10) days following your receipt of the notice of reduction in base salary of your objection to the reduction; the Company or Affiliate fails to rescind the notice of reduction within ten (10) days following your written notice; and you terminate your employment within ten (10) days following the Company’s or Affiliate’s failure to rescind the notice.

This Award shall not be construed as giving you the right to be retained in the service of the Company or an Affiliate. You shall remain subject to discharge to the same extent as if the Award had never been granted.

                 Pier 1 Imports, Inc.

                 By: ______________________________
                 Gregory S. Humenesky, EVP Human Resources

                 AGREED AND ACCEPTED

                 _________________________________
                 (Name)