Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 5, 2019, Pier 1 Imports, Inc. (the “Company”) received notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that it is no longer in compliance with NYSE continued listing standards set forth in
Section 802.01B of the NYSE’s Listed Company Manual d
ue to the fact that the Company’s average global market capitalization over a consecutive 30
trading-day period was less than $50 million and, at the same time, its shareholders’ equity was less than $50 million. As set forth in the Notice, as of August 2, 2019, the 30 trading-day average global market capitalization of the Company was
approximately $25 million and the Company’s last reported shareholders’ equity as of June 1, 2019 was $9.2 million. In addition, pursuant to Section 802.01B of the NYSE’s Listed Company Manual, the Company would be subject to immediate initiation
of suspension and delisting procedures if its 30 trading-day average market capitalization falls below $15 million. The Company’s absolute market capitalization as of August 2, 2019 was approximately $14.4 million as set forth in the Notice.
In accordance with NYSE listing requirements, the Company intends to notify the NYSE within 10 days of receipt of the Notice that it will submit a plan within 45 days of receipt of the Notice advising the NYSE of
definitive action it has taken, or is taking, to bring it into conformity with Section 802.01B within 18 months of receipt of the Notice. The NYSE will review the Company’s plan and, within 45 days, make a determination as to whether the Company
has made a reasonable demonstration of its ability to come into conformity with Section 802.01B within 18 months. If the Company’s plan is not submitted on a timely basis or is not accepted, the NYSE will initiate delisting proceedings. If the NYSE
accepts the Company’s plan, the Company’s common stock will continue to be listed and traded on the NYSE during the cure period, subject to the Company’s compliance with the plan and other continued listing standards. The NYSE will review the
Company on a quarterly basis to confirm compliance with the plan. If the Company fails to comply with the plan or does not meet continued listing standards at the end of the 18-month cure period, it will be subject to the prompt initiation of NYSE
suspension and delisting procedures.
The Notice has no immediate impact on the listing of the Company’s common stock, which will continue to be listed and traded on the NYSE during the cure period under the common stock trading symbol “PIR”, subject to
the Company’s continued compliance with the plan and other listing requirements of the NYSE. However, the common stock trading symbol will have an added designation of “.BC” to indicate that the status of the common stock is “below compliance” with
the NYSE continued listing standards. The “.BC” indicator will be removed at such time as the Company regains compliance.
The Notice does not affect the Company’s business operations or its reporting obligations with the Securities and Exchange Commission, and it does not conflict with or cause an event of default under any of the
Company’s material debt or other agreements.