Pottery Barn 2008 Annual Report Download - page 113

PROPOSAL 3
SHAREHOLDER PROPOSAL
We have received a shareholder proposal from Amalgamated Bank’s LongView MidCap 400 Index Fund, 275
Seventh Avenue, New York, NY 10001. This shareholder held 30,391 shares of our common stock, or about
0.03% of our outstanding stock, as of January 13, 2009, the date that we received notice of the proposal. The
shareholder proposal will be voted on at the 2009 Annual Meeting.
Our Board has recommended a vote AGAINST Proposal 3 for the reasons set forth after the proposal.
The shareholder proposal is quoted verbatim in italics below:
Resolutions
RESOLVED: The shareholders of Williams-Sonoma, Inc. (the “Company”) urge the board of directors to adopt
a policy that, whenever possible, the chairman of the board of directors shall be an independent director who has
not previously served as an executive officer of the Company. This policy should be implemented so as not to
violate any contractual obligations in effect when this resolution is adopted.
For purposes of this resolution, the term “Independent Director” shall be a director who, during the preceding
five years, is not or has not been:
• employed by the Company in an executive capacity;
• an employee, director or greater-than-20% owner of a firm that is a paid adviser or consultant to the
Company;
• employed by a significant Company customer or supplier;
• a party to a personal services contract with the Company, as well as with the Company’s Chair, CEO or
other executive officer;
• an employee, officer or director of a foundation, university or other non-profit organization that receives
the greater of $100,000 or 1% of total annual donations from the Company;
• a relative of an executive of the Company;
• part of an interlocking directorate in which the Company’s CEO or another executive serves on the board
of another company employing that director.
Supporting Statement
The task of the board of directors is to protect shareholders’ interests by providing independent oversight of
management, including the CEO. As a general matter, we believe that having a board chairman who is
independent of the Company and its management is a governance practice that will promote greater
management accountability to shareholders and lead to a more objective evaluation of management.
For over 20 years, Williams-Sonoma has relied upon an insider to chair the board. Corporate governance
experts question whether such a structure is the most effective way for a board to monitor and evaluate
management’s performance. An NACD Blue Ribbon Commission on Directors’ Professionalism recommended
several years ago that an independent director should be charged with “organizing the board’s evaluation of the
CEO and provide ongoing feedback; chairing executive sessions of the board; setting the agenda and leading the
board in anticipating and responding to crises.” A blue-ribbon report from The Conference Board echoed that
sentiment a few years later.
A number of institutional investors believe that a strong, objective board leader can best provide the necessary
oversight of management. Thus, the California Public Employees’ Retirement System’s Global Principles of
Accountable Corporate Governance recommends that a company’s board should generally be chaired by an
independent director, as does the Council of Institutional Investors, whose definition of “independent director”
is the basis for the definition in the resolution.
We thus believe that an independent director serving as chairman can help ensure the functioning of an effective
board.
We urge you to vote FOR this resolution.
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Proxy