SCHEDULE 14A
SCHEDULE 14 INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
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[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Name of Registrant as Specified in Its Charter:
Pier 1 Imports, Inc.
Name of Person(s) Filing Proxy Statement:
United Food & Commercial Workers Union, Local 99R
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14a-6(j) (2).
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[ ] Fee computed on table below per Exchange Act Rules 14a-
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UFCW 99R
2501 West Dunlap Avenue
Phoenix, AZ 85021
(602) 572-2149
SHAREHOLDER ALERT
INDEPENDENT SHAREHOLDER SOLICITATION
FOR PROPOSAL FOR CONFIDENTIAL SHAREHOLDER VOTING AT
PIER 1 IMPORTS, INC.
Annual Stockholders Meeting
June 27, 1996
Time and location TBA
Fort Worth TX
Date sent to shareholders:
April 6, 1996
Dear Fellow Pier 1 Shareholder:
We alert you to an upcoming vote on our shareholder proposal
to allow Pier 1 shareholders to have secret ballot voting. You
will be sent a proxy voting card and complete proxy statement at
a later date.
Hundreds of companies have some form of confidential voting.
Voting for leadership is, in our view, a private matter. Secret
ballot voting is how union officials and most government
officials are elected.
Shareholders often have business and personal relationships
with members of the Board which go beyond owning Pier 1 stock:
for examples, Pier 1 employees or banks or insurance companies
which rely on Pier 1 for an income may fear voting stock
held in their names contrary to management's recommendation. We
in no way suggest management has threatened to retaliate against
shareholders. However, shareholders should have the right to vote
as they see fit without having anything to fear.
We feel all shareholders deserve the confidentiality
accorded employees who hold through benefit plans: they have the
right to confidentially vote shares held in those plans through
the plan's trustees. These employees should be able to buy stock
outside the plans and not have to give up confidentiality in the
process.
On what issues might shareholders and management disagree,
making confidentiality particularly important? Here are some
examples (none of which we plan to put before you this year):
(1) GOLDEN PARACHUTES: Pier 1 has so-called "post-employment
consulting agreements" which allow an executive to quit his Pier
1 job in response to a variety of changes and then collect
"consulting fees" for up to 24 months. This golden parachute is
also triggered by a discharge of the executive for anything less
than wilful misconduct. The changes which can trigger a parachute
for an executive who quits include reduction in title, relocation
of the executive's office more than 50 miles, or reduction in
base salary or benefits not meted out to all similarly-situated
employees. Some shareholders may object to all forms of golden
parachute, while others may feel that quitting or terminations
for gross negligence should not trigger a parachute.
(2) POISON PILL: Management enjoys the benefit of a so-called
"share purchase rights plan" (poison pill), enacted without
shareholder approval, by which a takeover opposed by management
can be resisted through the issuance of new stock.
(3) HANDLING OF COMPANY INVESTMENTS AND AUDITS:
In the year ending 2/95, the audit committee of Pier 1's
board met twice. Some shareholders might wish an audit committee
which met more often, or had no members receiving business
directly or indirectly from the company.
* Sally McKenzie (her principal occupation described in the
proxy statement as "volunteer leader");
* Martin Berman (he joined the Board in June 1994; he was
with Smith Barney until 4/95, which did business with Pier 1; his
wholly-owned company has done business with Pier 1 with regard to
corporate jet, and his brother's investment fund received
management fees from Pier 1); and
* James M. Hoak, Jr. (during that year, his positions
included Chairman of Heritage Media, Chairman of Crown Media Inc.
(4) EXECUTIVE COMPENSATION
In the fiscal year ending February 1995, Pier 1's Chairman
and CEO Clark Johnson received a total of $1,427,139 of
compensation, consisting of the following:
Salary $610,000
Bonus $610,000
Other Annual Comp. $50,054
Restricted Stock $91,505
All Other $65,580
- ---------------------------------------------------------------
Given that at some future date shareholders may be asked to
address these issues at the ballotbox, we believe confidential
voting makes sense.
Pier 1 management has not told us its position on
confidential voting, but other companies have argued against
similar proposals by claiming shareholders can get
confidentiality by placing their stock in the name of a broker or
other nominee. If you own stock through a broker or other
nominee, you are the best judge of whether you can rely on that
organization to keep your confidences. If instead you are the
record owner, you avoid possible brokers' maintenance fees, and
may be able to get shareholder materials faster. Record owners
have enhanced legal rights under state corporation law, such as
the right to inspect corporate records. Record owners should not
have to give up all this just to have a secret ballot vote.
PLEASE VOTE FOR THE FOLLOWING PROPOSAL:
Resolved, that shareholders recommend the Company adopt a
confidential voting policy for shareholders, to which the
only exceptions shall be disclosure to independent
inspectors of election, or as required by law. This shall
not be construed as preventing disclosure to management of
information other than how the proxy card has been voted,
such as address changes or comments.
Shareholder approval of this proposal would not bind the board to
adopt confidential voting. However, we believe as a practical
matter the board would not defy a recommendation approved by a
majority of shareholders.
THIS SOLICITATION
The costs of this solicitation are being borne by United
Food & Commercial Workers Local 99R, which is the record owner of
148 shares of Pier 1 common stock. We expect our soliciting
expenses will be about $2000. We are a non-profit organization
representing employees in Arizona, primarily in the grocery
business. We are organizing Albertson's stores over management
opposition through what we feel are improper means. Pier 1's CEO
Clark Johnson is on Albertson's board of directors. We have made
similar shareholder proposals at other companies similarly
connected to Albertson's. We will present the secret ballot
proposal and vote your proxy as you direct, regardless of the
outcome of Albertson's labor situation or Johnson continuing to
sit on its board. We have sent a flier to each Pier 1 store
advising employees of their legal rights, but have no interest in
representing Pier One employees, nor are aware of any labor
dispute at Pier One.
VOTING PROCEDURE
There are only two sure ways of voting for this proposal:
(1) RETURN THE ENCLOSED SURVEY AND WE WILL SEND YOU A PROXY CARD
LATER. We have not yet released a proxy card because management
has not released the names of the nominees for director or
indicated whether other matters will be up for a vote. After
these are announced by management, we will supply shareholders
with a complete proxy statement and proxy card.
(2) You can vote in person at the shareholders meeting. The exact
time and place of the meeting have not been confirmed yet, but
management has indicated the meeting will be on June 27 at the
Worthington Hotel in Fort Worth, TX.
We asked management to include our proposal on its card, but
management has declined to confirm it will do so. READ THE
COMPANY'S CARD CAREFULLY BEFORE YOU SEND IT IN: IF IT PURPORTS TO
GIVE MANAGEMENT DISCRETIONARY AUTHORITY TO VOTE ON "OTHER
MATTERS" WITHOUT ALLOWING YOU TO DIRECT MANAGEMENT'S VOTE ON THIS
PROPOSAL, BY SIGNING MANAGEMENT'S CARD YOU MIGHT BE ALLOWING
MANAGEMENT TO VOTE YOUR SHARES AGAINST THIS PROPOSAL.
Our proxy card will not grant us any discretionary voting
authority: we will vote as you instruct us to vote. All holders
of common stock as of the record date (to be announced by the
Company) are entitled to vote. You may revoke a proxy vote at any
time by (1) executing a later proxy card; (2) appearing at the
meeting to vote, or (3) delivering the proxyholder or the
Company's secretary written notice of revocation prior to the
date of the meeting: J. Rodney Lawrence, Secretary, Pier 1
Imports, 301 Commerce Street, Suite 600, Fort Worth TX 76102,
tel. (817) 878-8250; fax (817) 334-0191.
We will keep the content of all cards we receive
confidential (except from our staff) until the meeting. At that
point the cards must be presented to the company's tabulator in
order to be counted. Survey responses identifying you will be
used solely to confirm the survey's validity and for
communications concerning shareholder voting issues.
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PROPOSALS FOR FUTURE MEETINGS
SEC Rule 14a-8 gives any shareholder who has owned more than
$1000 worth of the company's stock for more than one year the
right to have the company's proxy statement include a shareholder
proposal and supporting statement. The deadline for submitting
such proposals for inclusion in the proxy statement will appear
in the Company's forthcoming proxy statement. Feel free to
contact us if you would like more information about shareholder
proposals.
PLEASE RETURN THE ENCLOSED SURVEY FORM TODAY -- AND LOOK FOR THE
CONFIDENTIAL VOTING PROPOSAL ON THE PROXY CARDS YOU RECEIVE
LATER.
Sincerely,
William McDonough
President UFCW 99
PLEASE RETURN THE ENCLOSED SURVEY TO
UFCW 99R
2501 W. Dunlap Avenue
Phoenix AZ
(602) 572-2149
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UFCW SURVEY OF PIER ONE SHAREHOLDERS (this is a voluntary survey,
not a proxy card).
A. CHECK HERE IF YOU WANT US TO SEND YOU A PROXY CARD TO VOTE ON
THE SHAREHOLDER PROPOSAL FOR SECRET BALLOT VOTING: [ ]
(put your name and address below)
B. OPINION SURVEY (please return this even if you do not want us
to send you a proxy card):
1. Do you support the idea of confidential voting for
shareholders?
Yes _____ No ____ Undecided ________
If you wish to vote on our proposal for confidential voting, you
need to attend the meeting or vote by proxy.
2. Do you support placing the Company's poison pill up for
shareholder vote?
Yes ____ No _____ Undecided _______
3. Do you support putting the Company's "Post-Employment
Consulting Agreement" (executive severance plan) up for a
shareholder vote?
Yes ____ No _____ Undecided _______
4. Do you believe management compensation should be based more on
stock performance than salary?
Yes ____ No _____ Undecided _______
5. What is your favorite thing about the Company?
6. What is the worst thing about the Company?
7. List anything you would like management to change:
THE FOLLOWING INFORMATION WILL BE KEPT CONFIDENTIAL:
Name __________________________________Title, if any __________
Address _______________________________________________________
Phone/fax ________ # Shares owned ________
Return to: UFCW 99R, 2501 W. Dunlap Ave., Phoenix AZ 85021
