Pottery Barn 2004 Annual Report Download - page 82

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PROPOSAL 1
ELECTION OF DIRECTORS
What is this proposal?
This is a proposal to elect our Board of Directors.
How many members are on our Board?
Our Board consists of nine members who are elected annually.
Has the Board determined which directors are independent?
The Board has determined that Sanjiv Ahuja, Adrian D.P. Bellamy, Adrian T. Dillon, Jeanne P. Jackson, Michael
R. Lynch and Richard T. Robertson do not have a material relationship with us and are independent within the
meaning of the NYSE and SEC director independence standards, as currently in effect. Further, our Board
committees satisfy the independence requirements of the NYSE. The Board’s independence determination was
based on information provided by our directors and discussions among our officers and directors.
How often did our Board meet in fiscal 2004?
During fiscal 2004, our Board held a total of 6 meetings. Each incumbent director who was a member of our
Board during fiscal 2004 attended at least 75% of the total of our Board meetings and the meetings held by all
committees of the board on which such director served.
What is our policy for director attendance at the Annual Meeting?
Our policy is that directors who are up for election at our Annual Meeting should attend the Annual Meeting.
Each of the incumbent directors who was a member of our Board during fiscal 2004 attended our 2004 Annual
Meeting.
How can shareholders communicate with members of the Board?
Shareholders may send written communications to the Board or to any of the directors at the following address:
Secretary, Williams-Sonoma, Inc., 3250 Van Ness Avenue, San Francisco, California 94109. All
communications will be compiled by our Secretary and submitted to the Board or an individual director, as
appropriate, on a periodic basis.
What will happen if a nominee is unwilling or unable to serve prior to the Annual Meeting?
Our Board has no reason to believe that any of the nominees will be unwilling or unable to serve as a director.
However, should a nominee become unwilling or unable to serve, our Nominations and Corporate Governance
Committee would recommend another person or persons to be nominated by our Board to stand for election, and
your proxies would be voted for the person or persons selected by the committee.
How are the directors compensated?
Directors do not presently receive any cash compensation for their service on our Board or Board committees. As
their exclusive compensation relating to Board and Board committee service, non-employee directors are
awarded stock options. Specifically, we grant each non-employee director an option to purchase 13,500 shares of
our common stock upon the non-employee director’s initial election to our Board. We also grant to each non-
employee director on the date of the Annual Meeting an option to purchase 12,500 shares of the Company’s
common stock (so long as the non-employee director has been serving on our board for at least three months).
We also annually grant to the chairperson of the Audit Committee an option to purchase 3,000 shares of our
common stock and to the chairpersons of the Compensation Committee and the Nominations and Corporate
Governance Committee an option to purchase 1,000 shares of our common stock. The exercise price of these
options is equal to the fair market value of our common stock on the last market trading day prior to the date of
the option grant. These options granted to our non-employee directors and committee chair people vest one year
5
Proxy