Pottery Barn 2004 Annual Report Download - page 110

nominations of directors for our Board, that the shareholder wishes to raise at our Annual Meeting. To be timely,
the notice must be received by our Secretary not less than 45 days or more than 75 days prior to the first
anniversary of the date of the mailing of proxy materials for the preceding year’s Annual Meeting. Since this
Proxy Statement is being mailed to you on or about April 20, 2005, shareholder proposals must be received by
our Secretary at our principal executive offices between February 4, 2006 and March 6, 2006, in order to be
raised at our 2006 Annual Meeting.
What if the date of the 2006 Annual Meeting changes by more than 30 days from the anniversary of this
year’s Annual Meeting?
Under Rule 14a-8 of the Securities Exchange Act of 1934, if the date of the 2006 Annual Meeting changes by
more than 30 days from the anniversary of this year’s Annual Meeting, shareholder proposals must be received
by us within a reasonable time before our solicitation is made to be included in our Proxy Statement.
Under our Restated Bylaws, if the date of the 2006 Annual Meeting changes by more than 30 days from the
anniversary of this year’s Annual Meeting, shareholder proposals to be brought before the 2006 Annual Meeting
must be delivered not later than the close of business on the later of the 90th day prior to the 2006 Annual
Meeting and the 10th day following the day on which public announcement of the date of such meeting is first
made by us.
What if the number of directors to be elected to our Board is increased?
In the event that the number of directors to be elected to our Board is increased and there is no public
announcement naming all of the nominees for director or specifying the size of the increased Board at least 55
days prior to the anniversary date of this year’s Annual Meeting, or March 24, 2006, a notice shall also be
considered timely, but only with respect to nominees for any new positions created by such increase, if it is
delivered no later than the close of business on the 10th day following the day on which we first make such
public announcement.
Does a shareholder proposal require specific information?
With respect to a shareholder’s nomination of a candidate for our Board, the shareholder notice to the Secretary
must contain certain information as set forth in our Restated Bylaws and our Nominations and Corporate
Governance Committee Report about both the nominee and the shareholder making the nomination. With respect
to any other business that the shareholder proposes, the shareholder notice must contain a brief description of
such business and the reasons for conducting such business at the meeting, as well as certain other information as
set forth in our Restated Bylaws.
What happens if we receive a shareholder proposal that is not in compliance with the time frames
described above?
If we receive notice of a matter to come before the 2006 Annual Meeting that is not in accordance with the
deadlines described above, we will use our discretion in determining whether or not to bring such matter before
the Annual Meeting. If such matter is brought before the Annual Meeting, then our proxy card for such meeting
will confer upon our proxy holders discretionary authority to vote on such matter.
Where should shareholder proposals be sent?
Shareholder proposals should be sent to: Secretary, Williams-Sonoma, Inc., 3250 Van Ness Avenue, San
Francisco, California 94109.
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Proxy