Pottery Barn 2005 Annual Report Download - page 90

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,
to allow you to vote your shares and to confirm that your instructions have been properly recorded. Specific
instructions to be followed for voting through the Internet or by telephone are summarized below in this Proxy
Statement and on your proxy card.
Shares Registered Directly in the Name of the Shareholder
If your shares are registered directly in your name in our stock records maintained by our transfer agent, Wells
Fargo Shareowner Services, then you may vote your shares:
•on the Internet at www.eproxy.com/wsm/; or
• by calling Wells Fargo Shareowner Services from within the United States at 800-560-1965.
Proxies for shares registered directly in your name that are submitted through the Internet or by telephone must
be received before noon Pacific Daylight Time on Monday, May 22, 2006.
Shares Registered in the Name of a Brokerage Firm or Bank
If your shares are held in an account at a brokerage firm or bank, you should follow the voting instructions on
your proxy card.
What if I return my proxy card directly to the company, but do not provide voting instructions?
If a signed proxy card is returned to us without any indication of how your shares should be voted, votes will be
cast “FOR” the election of the directors named in this Proxy Statement, “FOR” the described amendment and
restatement of our 2001 Long-Term Incentive Plan and “FOR” the ratification of the selection of Deloitte &
Touche LLP as our independent registered public accounting firm for the fiscal year ending January 28, 2007.
How many votes must be present to hold the Annual Meeting?
Shareholders holding a majority of our outstanding shares as of the record date must be present in person or by
proxy at the Annual Meeting so that we may transact business. This is known as a quorum. Shares that are voted
in person or by the Internet, telephone or signed proxy card, and abstentions and broker non-votes, will be
included in the calculation of the number of shares considered to be present for purposes of determining whether
there is a quorum at the Annual Meeting.
What is a broker non-vote?
The term broker non-vote refers to shares that are held of record by a broker for the benefit of the broker’s clients
but that are not voted at the Annual Meeting on certain non-routine matters set forth in New York Stock
Exchange, or NYSE, Rule 402.08(b) because a broker did not receive instructions from the broker’s clients on
how to vote the shares and, therefore, was prohibited from voting the shares.
What is cumulative voting and when does it occur?
Cumulative voting is a system of shareholder voting to elect directors that allows a shareholder to cast all of the
shareholder’s votes for a single director or multiple directors. If a shareholder requests that cumulative voting
take place, then every shareholder entitled to vote may cumulate votes for director nominees, and you will be
entitled to cast as many votes as are equal to the number of shares owned by you as of the record date multiplied
by the number of directors to be elected. To engage in cumulative voting, a shareholder entitled to vote at the
Annual Meeting must give notice of the shareholder’s intention to cumulate votes before voting begins. If that
occurs, you may cumulate votes only with respect to the election of director nominees whose names were placed
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