Pottery Barn 2005 Annual Report Download - page 89

3250 Van Ness Avenue
San Francisco, California 94109
www.williams-sonomainc.com
PROXY STATEMENT FOR 2006 ANNUAL MEETING OF SHAREHOLDERS
GENERAL INFORMATION
Our Board of Directors is soliciting this Proxy Statement and the enclosed proxy card for use at our 2006
Annual Meeting of Shareholders, to be held on Tuesday, May 23, 2006 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 29, 2006, or fiscal 2005, including our financial statements for
fiscal 2005, is also enclosed. These proxy materials are first being mailed to shareholders on or about April 14,
2006.
What is the purpose of the Annual Meeting?
Shareholders will be asked to vote on the following matters:
1) The election of our Board of Directors;
2) The amendment and restatement of the Williams-Sonoma, Inc. 2001 Long-Term Incentive Plan to
(i) increase the shares issuable under the plan by 6,000,000 shares, plus 705,743 shares that remain
available for issuance in our 1993 Stock Option Plan and our 2000 Nonqualified Stock Option Plan
as of March 15, 2006, plus any shares subject to outstanding options under these plans that
subsequently expire unexercised, up to a maximum of 754,160 shares and (ii) to make certain other
amendments;
3) The ratification of the selection of Deloitte & Touche LLP as our independent registered public
accounting firm for the fiscal year ending January 28, 2007; and
4) 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 24, 2006, 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 114,893,520
shares of our common stock outstanding and entitled to vote, and there were 503 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, returned to us on a timely basis 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.
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Proxy