UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 29, 2018 

PIER 1 IMPORTS, INC.
(Exact Name of Registrant as Specified in Charter) 

 
 
 
 
DELAWARE
001-07832
75-1729843
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
 
100 Pier 1 Place
Fort Worth, Texas
76102
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s Telephone Number, Including Area Code 817-252-8000

N/A

(Former Name or Former Address, if Changed Since Last Report)

 
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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐    Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 Current Report on Form 8-K filed with the Securities and Exchange Commission on July 2, 2018, the Compensation Committee of the Board of Directors (the “Board”) of Pier 1 Imports, Inc. (the “Company”) recommended, and the Board approved, the Company’s fiscal 2019 long-term incentive program applicable to the Company’s named executive officers. The long-term incentive program consists of awards of time-based and performance-based restricted stock which were granted on June 29, 2018.

Information regarding the long-term incentive awards granted to the Company’s named executive officers is set forth in Exhibit 10.1 hereto, which information is incorporated herein by reference.

Item 9.01   Financial Statements and Exhibits.

    (d)  Exhibits.

10.1     Fiscal Year 2019 Long-Term Incentive Awards for Pier 1 Imports, Inc. Named Executive Officers.


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: July 6, 2018  By:  /s/ Michael A. Carter   
   
Michael A. Carter, Executive Vice President Compliance
and General Counsel, Secretary 
Exhibit 10.1

Fiscal Year 2019 Long-Term Incentive Awards for Pier 1 Imports, Inc.
Named Executive Officers
June 29, 2018

Named Executive Officer
 
Time-Based Restricted Stock*
 
Performance-Based Restricted Stock
(EPS as adjusted)*
 
Alasdair B. James
President and Chief Executive Officer
 
250,000
500,000
 
Nancy A. Walsh
Executive Vice President and Chief
Financial Officer
 
104,545
209,090
 
Michael R. Benkel
Executive Vice President, Global
Supply Chain
 
49,090
98,182
 
Bhargav J. Shah
Senior Vice President, Chief
Information Officer
 
57,954
115,910
 
Darla D. Ramirez
Principal Accounting Officer and
Vice President – Controller of Pier 1 Imports, Inc.’s
Operating Subsidiaries
 
22,500
15,000

*All equity awards were granted effective June 29, 2018 under the Pier 1 Imports, Inc. 2015 Stock Incentive Plan, as amended. The Performance-Based (EPS as adjusted) restricted stock award is shown at maximum performance.