Pottery Barn 2005 Annual Report Download - page 91

in nomination prior to the voting for directors. Cumulative votes may be cast for one director nominee or
distributed among two or more director nominees. For example, if you owned 100 shares of our common stock as
of the record date and ten directors were being elected, you would have 1,000 votes (100 shares multiplied by ten
directors) to cast for one or more of the director nominees at the Annual Meeting.
A director elected by cumulative voting only can be removed without cause by the same cumulative voting
standards.
As of the date of this Proxy Statement, we have not received notice that any shareholder has requested the ability
to cumulate votes for directors.
How many votes are needed to elect directors?
The ten director nominees receiving the highest number of votes at the Annual Meeting will be elected as
directors. This is called a plurality. Your proxy will be voted in accordance with your instructions. If no
instructions are given, the proxy holders will vote “FOR” each of the director nominees. Since directors are
elected by a plurality, broker non-votes and abstentions will have no effect on the outcome of the election.
How many votes are needed to approve Proposals 2 and 3?
Proposal 2, the amendment and restatement of our 2001 Long-Term Incentive Plan, and Proposal 3, the
ratification of the selection of our independent registered public accounting firm, require the affirmative vote of a
majority of the shares represented and voting at the Annual Meeting and a majority of the quorum required to
transact business at the Annual Meeting. Proxy cards marked “abstain” and broker non-votes are not counted as
votes cast. Proxy cards marked “abstain” or broker non-votes will have the effect of a “NO” vote on Proposal 2
and Proposal 3 if the number of affirmative votes cast for either proposal is a majority of the votes cast but does
not constitute a majority of the quorum required to transact business at the Annual Meeting.
Are there any shareholder proposals this year?
No. We did not receive notice on or before December 21, 2005 of any shareholder proposals requesting inclusion
in our Proxy Statement for the Annual Meeting or of any shareholder proposals to be raised at the Annual
Meeting.
What if I want to change my vote(s)?
You may revoke your proxy prior to the close of voting at the Annual Meeting by any of the following methods:
• sending written notice of revocation to our Secretary;
• sending a signed proxy card bearing a later date to our Secretary; or
• attending the Annual Meeting, revoking your proxy and voting in person.
What is householding?
Householding is a cost-cutting procedure used by us and approved by the Securities and Exchange Commission,
or SEC. Under the householding procedure, we send only one Annual Report and Proxy Statement to
shareholders of record who share the same address and last name, unless one of those shareholders notifies us
that the shareholder would like a separate Annual Report and Proxy Statement. A shareholder may notify us that
the shareholder would like a separate Annual Report and Proxy Statement by phone at 415-421-7900 or at the
following mailing address: 3250 Van Ness Avenue, San Francisco, California 94109, Attention: Annual Report
Administrator. If we receive such notification that the shareholder wishes to receive a separate Annual Report
and Proxy Statement, we will promptly deliver such Annual Report and Proxy Statement. A separate proxy card
is included in the materials for each shareholder of record. If you wish to update your participation in
householding, you may contact your broker or our mailing agent, ADP Investor Communication Services, at
800-542-1061.
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Proxy