Pottery Barn 2007 Annual Report Download - page 95

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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?
We currently have nine directors. Assuming each director nominee is elected, after the 2008 Annual Meeting, we
will continue to have nine directors.
Has the Board determined which directors are independent?
The Board has determined that Adrian D.P. Bellamy, Adrian T. Dillon, Anthony A. Greener, Ted W. Hall,
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 director nominees 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 director nominees and discussions among
our officers and director nominees.
How often did our Board meet in fiscal 2007?
During fiscal 2007, our Board held a total of six meetings. Each director who was a member of our Board during
fiscal 2007 attended at least 75% of the aggregate of (i) the total number of meetings of the Board held during the
period for which such director has been a director and (ii) the total number of meetings held by all committees of
the Board on which such director served during the periods that 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.
Each incumbent director who was a member of our Board at the time of our 2007 Annual Meeting attended the
meeting except for Anthony A. Greener.
How can shareholders and interested parties communicate with members of the Board?
Shareholders and all other interested parties may send written communications to the Board or to any of the
directors, including non-management 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.
5
Proxy