Pottery Barn 2004 Annual Report Download - page 78

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3250 Van Ness Avenue
San Francisco, California 94109
www.williams-sonomainc.com
PROXY STATEMENT FOR 2005 ANNUAL MEETING OF SHAREHOLDERS
GENERAL INFORMATION
Our Board of Directors is soliciting this Proxy Statement and the enclosed proxy card for use at our 2005 Annual
Meeting of Shareholders, to be held on Wednesday, May 18, 2005 at 9:00 a.m. Pacific Daylight Time, and for
any adjournment or postponement of the meeting. Our Annual Meeting will be held at our corporate headquarters
located at 3250 Van Ness Avenue, San Francisco, California 94109. Our Annual Report to Shareholders for the
fiscal year ended January 30, 2005, or fiscal 2004, including our financial statements for fiscal 2004, is also
enclosed. These proxy materials are first being mailed to shareholders on or about April 20, 2005.
What is the purpose of the Annual Meeting?
Shareholders will be asked to vote on the following matters:
• The election of our Board of Directors;
• The amendment and restatement of our 2001 Incentive Bonus Plan so that we may continue to use the
2001 Incentive Bonus Plan to achieve the company’s goals and continue to receive a federal income tax
deduction for certain compensation paid under the 2001 Incentive Bonus Plan;
• The ratification of the selection of Deloitte & Touche LLP as our independent registered public
accounting firm for the fiscal year ending January 29, 2006; and
• Such other business as may properly come before the meeting or any adjournment or postponement of the
meeting, including shareholder proposals. At this time, we do not know of any other matters to be brought
before the Annual Meeting.
Who may vote?
Only shareholders of record at the close of business on March 22, 2005, the record date, are entitled to receive
notice of and to vote at the Annual Meeting. Each holder of our common stock will be entitled to one vote for
each share of our common stock owned as of the record date. As of the record date, there were 115,423,823
shares of our common stock outstanding and entitled to vote, and there were 516 shareholders of record, which
number does not include shares held in the name of a bank or brokerage firm. We do not have any outstanding
shares of preferred stock.
How do I vote?
You may vote in person at the Annual Meeting, electronically by submitting your proxy through the Internet, by
telephone or by returning the enclosed proxy card in the enclosed envelope before the Annual Meeting. Proxies
properly executed, timely returned to us and not revoked will be voted in accordance with the instructions
contained in the proxy. If any matter not described in this Proxy Statement is properly presented for action at the
meeting, the persons named in the enclosed proxy will have discretionary authority to vote according to their best
judgment.
How do I vote electronically or by telephone?
You may vote electronically by submitting your proxy through the Internet or by telephone. The Internet and
telephone voting procedures are designed to authenticate your identity as a Williams-Sonoma, Inc. shareholder,
1
Proxy