Pottery Barn 2006 Annual Report Download - page 99

P
R
O
P
OS
AL 1
E
LE
C
TI
O
N
O
F DIRE
C
T
O
R
S
W
hat is this proposal
?
Thi
s
i
s a proposa
l
to e
l
ect our Boar
d
o
f
D
i
rectors
.
H
ow many members are on our Board
?
We current
ly h
ave n
i
ne
di
rectors. Assum
i
n
g
eac
hdi
rector nom
i
nee
i
se
l
ecte
d
,a
f
ter t
h
e 2007 Annua
l
Meet
i
n
g
,w
e
w
ill have ei
g
ht directors.
H
as the Board determ
i
ned wh
i
ch d
i
rectors are
i
nde
p
endent
?
T
he Board has determined that Adrian D.P. Bellamy, Adrian T. Dillon, Anthony A. Greener, Michael R. Lynch
,
Ri
c
h
ar
d
T. Ro
b
ertson an
d
Dav
id
B. Zeno
ff
meet t
h
e
i
n
d
epen
d
ence requ
i
rements o
f
our “Po
li
cy Regar
di
n
g
Director Independence,” which is part of our Corporate Governance Guidelines. Accordin
g
l
y
, the Board ha
s
d
etermined that none of these director nominees has a material relationship with us and that they are independent
wi
t
hi
nt
h
e mean
i
ng o
f
t
h
e NYSE an
d
SEC
di
rector
i
n
d
epen
d
ence stan
d
ar
d
s, as current
l
y
i
ne
ff
ect. Furt
h
er, ou
r
B
oard committees satisf
y
the independence requirements of the NYSE and SEC. The Board’s independence
d
etermination was based on information provided by our director nominees and discussions among our officer
s
a
n
ddi
rector nom
i
nees
.
H
ow often did our Board meet in fiscal 2006?
Durin
g
fiscal 200
6
, our Board held a total of seven meetin
g
s. Each director who was a member of our Board
d
urin
g
fiscal 2006, with the exception of Adrian Bellam
y
and Jeanne Jackson, attended at least 7
5
% of the tota
l
B
oar
d
meet
i
ngs an
d
t
h
e meet
i
ngs
h
e
ld b
ya
ll
comm
i
ttees o
f
t
h
e Boar
d
on w
hi
c
h
suc
hdi
rector serve
d.
M
r. Bellam
y
attended five of the seven Board meetin
g
s. Ms. Jackson resi
g
ned from the Board on October 30,
2
006.
W
hat is our policy for director attendance at the Annual Meeting
?
Our po
li
cy
i
st
h
at
di
rectors w
h
o are up
f
or e
l
ect
i
on at our Annua
l
Meet
i
ng s
h
ou
ld
atten
d
t
h
e Annua
l
Meet
i
ng
.
E
ach incumbent director who was a member of our Board at the time of our 200
6
Annual Meetin
g
attended the
meetin
g
.
H
ow can shareholders and
i
nterested
p
art
i
es commun
i
cate w
i
th members o
f
the Board
?
Shareholders and interested parties may send written communications to the Board or to any of the directors a
t
the following address: Secretary, Williams-Sonoma, Inc., 3250 Van Ness Avenue, San Francisco, California
9
4109. All communications will be compiled b
y
our Secretar
y
and submitted to the Board or an individual
d
irector, as a
pp
ro
p
riate, on a
p
eriodic basis.
W
hat will happen if a nominee is unwilling or unable to serve prior to the Annual Meeting
?
Our Boar
dh
as no reason to
b
e
li
eve t
h
at any o
f
t
h
e nom
i
nees w
ill b
e unw
illi
ng or una
bl
e to serve as a
di
rector
.
H
owever, should a nominee become unwillin
g
or unable to serve prior to the Annual Meetin
g
, our Nomination
s
a
nd Corporate Governance Committee would recommend another person or persons to be nominated b
y
our
B
oar
d
to stan
df
or e
l
ect
i
on, an
d
your prox
i
es wou
ld b
e vote
df
or t
h
e person or persons se
l
ecte
db
yt
h
e comm
i
ttee
.
H
ow are the directors compensated
?
D
i
rectors
d
o not present
ly
rece
i
ve an
y
cas
h
compensat
i
on
f
or t
h
e
i
r serv
i
ce on our Boar
d
or Boar
d
comm
i
ttees. As
their exclusive compensation relatin
g
to Board and Board committee service, non-emplo
y
ee directors are
a
warded equity grants. Specifically, during fiscal 2006, we granted each non-employee director an option t
o
5
Proxy