Pottery Barn 2008 Annual Report Download - page 101

Take exit 434A to merge onto Mission Street/US-101
Turn left at US-101/South Van Ness Avenue
Continue North on Van Ness Avenue
Destination will be on the right
From the East Bay
Take I-80 Westbound across the Bay Bridge toward San Francisco
Take exit 1B to merge onto US-101 North
Take exit 434A to merge onto Mission Street/US-101
Turn left at US-101/South Van Ness Avenue
Continue North on Van Ness Avenue
Destination will be on the right
From the North Bay
Take US-101 Southbound across the Golden Gate Bridge toward San Francisco
Exit onto Richardson Avenue/US-101 toward Lombard Street
Continue to follow US-101
Turn left at US-101/Van Ness Avenue
Continue North on Van Ness Avenue
Destination will be on the right
How many shares 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 through 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
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 nine directors were being elected, you would have 900 votes (100 shares multiplied by
nine directors) to cast for one or more of the director nominees at the Annual Meeting.
A director elected by cumulative voting can only be removed without cause by the same cumulative voting
standards.
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Proxy