Pottery Barn 2009 Annual Report Download - page 166

How can shareholders submit proposals to be raised at the 2011 Annual Meeting that will not be included
in our Proxy Statement for the 2011 Annual Meeting?
To be raised at the 2011 Annual Meeting, shareholder proposals must comply with our Restated Bylaws. Under
our Restated Bylaws, a shareholder must give advance notice to our Secretary of any business, including
nominations of directors for our Board, that the shareholder wishes to raise at our Annual Meeting. To be timely,
the notice must be received by our Secretary not less than 45 days or more than 75 days prior to the first
anniversary of the date of the mailing of proxy materials for the preceding year’s Annual Meeting. Since this
Proxy Statement is being mailed to you on or about April 8, 2010, shareholder proposals must be received by our
Secretary at our principal executive offices between January 23, 2011 and February 22, 2011 in order to be raised
at our 2011 Annual Meeting.
What if the date of the 2011 Annual Meeting changes by more than 30 days from the anniversary of this
year’s Annual Meeting?
Under Rule 14a-8 of the Securities Exchange Act of 1934, as amended, if the date of the 2011 Annual Meeting
changes by more than 30 days from the anniversary of this year’s Annual Meeting, to be included in our Proxy
Statement, shareholder proposals must be received by us within a reasonable time before our solicitation is made.
Under our Restated Bylaws, if the date of the 2011 Annual Meeting changes by more than 30 days from the
anniversary of this year’s Annual Meeting, shareholder proposals to be brought before the 2011 Annual Meeting
must be delivered not later than the close of business on the later of the 90th day prior to the 2011 Annual
Meeting and the 10th day following the day on which public announcement of the date of such meeting is first
made by us.
What if the number of directors to be elected to our Board is increased?
In the event that the number of directors to be elected to our Board is increased and there is no public
announcement naming all of the nominees for director or specifying the size of the increased Board at least 55
days prior to the anniversary date of this year’s Annual Meeting, or April 1, 2011, a notice shall also be
considered timely, but only with respect to nominees for any new positions created by such increase, if it is
delivered no later than the close of business on the 10th day following the day on which we first make such public
announcement.
Does a shareholder proposal require specific information?
With respect to a shareholder’s nomination of a candidate for our Board, the shareholder notice to the Secretary
must contain certain information as set forth in our Restated Bylaws and our Nominations and Corporate
Governance Committee Report about both the nominee and the shareholder making the nomination. With respect
to any other business that the shareholder proposes, the shareholder notice must contain a brief description of
such business and the reasons for conducting such business at the meeting, as well as certain other information as
set forth in our Restated Bylaws.
What happens if we receive a shareholder proposal that is not in compliance with the time frames
described above?
If we receive notice of a matter to come before the 2011 Annual Meeting that is not in accordance with the
deadlines described above, we will use our discretion in determining whether or not to bring such matter before
the Annual Meeting. If such matter is brought before the Annual Meeting, then our proxy card for such meeting
will confer upon our proxy holders discretionary authority to vote on such matter.
Where should shareholder proposals be sent?
Shareholder proposals should be sent to: Williams-Sonoma, Inc., Attention: Secretary, 3250 Van Ness Avenue,
San Francisco, California 94109.
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