Pottery Barn 2009 Annual Report Download - page 98

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 ten directors were being elected, you would have 1,000 votes (100 shares multiplied by ten
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.
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 ten 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. If you hold your shares
through a brokerage, bank or other nominee, or in “street name,” it is important to cast your vote if you want it to
count in the election of directors. In the past, if you held your shares in street name and you did not indicate how
you wanted your shares voted in the election of directors, your bank or broker was allowed to vote those shares
on your behalf in the election of directors if they felt appropriate. Recent changes in regulations were made to
take away the ability of your bank or broker to vote your uninstructed shares in the election of directors on a
discretionary basis. Thus, if you hold your shares in street name and you do not instruct your bank or broker how
to vote your shares in the election of directors, no votes will be cast on your behalf. 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 Proposals 2, 3 and 4?
Proposal 2, the amendment and restatement of our 2001 Long-Term Incentive Plan, 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 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.
Proposal 3, the amendment and restatement of our 2001 Incentive Bonus Plan, 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 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.
Proposal 4, 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
will have the effect of a “NO” vote on Proposal 4 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?
No, we did not receive notice before December 10, 2009 of any shareholder proposals requesting inclusion in our
Proxy Statement for our 2010 Annual Meeting or of any shareholder proposals to be raised at this year’s Annual
Meeting.
4