Current Report Filing (8-k)
May 04 2018 - 4:23PM
Edgar (US Regulatory)
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):
April
30, 2018
PIER 1 IMPORTS, INC.
(Exact
Name of Registrant as Specified in Charter)
DELAWARE
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001-07832
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75-1729843
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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100 Pier 1 Place
Fort Worth, Texas
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76102
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(Address of Principal Executive Offices)
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(Zip Code)
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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
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))
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) On April 30, 2018, the Compensation Committee of the Board of
Directors (the “Board”) of Pier 1 Imports, Inc. (the “Company”)
recommended to the Board, and the Board approved, the Company’s
short-term incentive program for its executive officers for fiscal
2019. Executive officers eligible to receive a short-term incentive
award for fiscal 2019 include Alasdair B. James, President and Chief
Executive Officer, Nancy A. Walsh, Executive Vice President and Chief
Financial Officer, and named executive officer Michael R. Benkel,
Executive Vice President, Global Supply Chain.
The short-term incentive program provides for the executive’s receipt of
a performance-based cash award pursuant to the Pier 1 Imports, Inc. 2015
Stock Incentive Plan, which allows for cash performance awards in
addition to stock-based awards. For fiscal 2019, Mr. James’ and Ms.
Walsh’s target annual incentive is 125% of his or her base salary, and
Mr. Benkel’s target annual incentive is 75% of his base salary, based on
the Company’s achievement of performance metrics established by the
Compensation Committee. The short-term incentive award will be awarded
based 50% on the Company’s fiscal 2019 consolidated operating cash
earnings before interest, taxes, depreciation and amortization from all
domestic and international operations, but not including discontinued
operations, unusual or non-recurring charges nor recurring non-cash
items, referred to as Operating Cash EBITDA, and 50% on the Company’s
fiscal 2019 net sales. Each metric will pay out at 30% if threshold
performance is achieved, 100% if target performance is achieved, and
200% if maximum performance is achieved, with interpolation between
levels. The executive must be employed by the Company on the last day
of the fiscal year to receive an award.
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.
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PIER 1 IMPORTS, INC.
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Date:
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May 4, 2018
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By:
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/s/ Michael A. Carter
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Michael A. Carter, Executive Vice President Compliance
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and General Counsel, Secretary
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