Pottery Barn 2005 Annual Report Download - page 93

Download and view the complete annual report

Please find page 93 of the 2005 Pottery Barn annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 160

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160

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 ten 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, Richard T. Robertson and David B. Zenoff meet the independence requirements of our
“Policy Regarding Director Independence,” which is part of our Corporate Governance Guidelines. Accordingly,
the Board has determined that none of these directors has a material relationship with us and that they 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 and SEC. 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 2005?
During fiscal 2005, our Board held a total of 6 meetings. Each incumbent director who was a member of our
Board during fiscal 2005 attended at least 75% of the total 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. All
but one of the incumbent directors who was a member of our Board at the time of our 2005 Annual Meeting
attended the 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 prior to the Annual Meeting, 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).
5
Proxy