Pottery Barn 2008 Annual Report Download - page 140

Download and view the complete annual report

Please find page 140 of the 2008 Pottery Barn annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 168

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168

There were no material changes in fiscal 2008 to the perquisites provided to the named executive officers that
had been provided in fiscal 2007.
How does the Compensation Committee address Internal Revenue Code Section 162(m)?
Under Section 162(m) of the Internal Revenue Code of 1986, as amended, and regulations adopted under it by
the Internal Revenue Service, publicly held companies may be precluded from deducting certain compensation
paid to certain executive officers in excess of $1,000,000 in a year. The regulations exclude from this limit
various forms of performance-based compensation, SSARs and stock options, provided certain requirements,
such as shareholder approval, are satisfied. The company believes that awards granted under the company’s
equity incentive plans qualify as performance-based compensation and can therefore be excluded from the
$1,000,000 limit, with the exception of the RSUs that were modified. The company believes that bonuses
awarded to date under the Bonus Plan also qualify as performance-based compensation and are excluded from
calculating the limit. While the Compensation Committee cannot predict how the deductibility limit may impact
its compensation program in future years, the Compensation Committee intends to maintain an approach to
executive compensation that strongly links pay to performance.
COMMITTEE REPORTS
The following reports by our Compensation Committee, Nominations and Corporate Governance Committee and
Audit and Finance Committee covering fiscal 2008 shall not be deemed to be (i) “soliciting material,” (ii) “filed”
with the SEC, (iii) subject to Regulations 14A or 14C of the Securities Exchange Act of 1934, as amended, or
(iv) subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended. The reports shall
not be deemed incorporated by reference into any of our other filings under the Securities Exchange Act of 1934,
as amended, or the Securities Act of 1933, as amended, except to the extent we specifically incorporate them by
reference into such filing.
Compensation Committee Report
Who serves on the Compensation Committee?
The Compensation Committee consisted of Adrian D.P. Bellamy, Richard T. Robertson, Anthony A. Greener and
Ted W. Hall during fiscal 2008. Mr. Bellamy serves as Chairman of the Compensation Committee. The Board
for fiscal 2008 determined that each member of the Compensation Committee was independent under the NYSE
rules as currently in effect, was an outside director as such term is defined with respect to Section 162(m) of the
Internal Revenue Code and was a non-employee director under Section 16(b) of the Securities Exchange Act of
1934. None of the committee members has ever served as an officer of the company.
The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis
with management. Based on our review and discussion with management, we have recommended to the Board of
Directors that the Compensation Discussion and Analysis be included in this proxy statement and in the
company’s Annual Report on Form 10-K for fiscal 2008.
Who prepared this report?
Members of the Compensation Committee, Adrian D.P. Bellamy, Richard T. Robertson, Anthony A. Greener and
Ted W. Hall, prepared this report.
42