Pottery Barn 2008 Annual Report Download - page 102

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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 nine 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 Proposal 2?
Proposal 2, the ratification of the selection of our independent registered public accounting firm, requires 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 if the number of affirmative votes cast for the 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.
How many votes are needed to approve Proposal 3?
Proposal 3, the shareholder proposal, requires 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 3 if the number of affirmative votes cast for
the 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?
Yes. We received notice of a shareholder proposal requesting inclusion in our Proxy Statement for the Annual
Meeting. Please review Proposal 3 for further information about this proposal.
We have not received notice of any shareholder proposals to be raised at the Annual Meeting that did not request
inclusion in our Proxy Statement.
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 SEC. Under the householding
procedure, we send only one Notice or 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 Notice or Annual Report and Proxy Statement. A shareholder may notify us that the shareholder would
like a separate Notice or 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 Notice or Annual
Report and Proxy Statement, we will promptly deliver such Notice or Annual Report and Proxy Statement. A
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