Pottery Barn 2010 Annual Report Download - page 100

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 eight directors were being elected, you would have 800 votes (100 shares multiplied by
eight 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?
Pursuant to a majority voting policy adopted by our Board of Directors and further described below and in our
Corporate Governance Guidelines, the election of each of the eight director nominees requires the affirmative
vote of a majority of the shares represented and voting at the Annual Meeting with respect to each nominee. The
number of shares voted “for” a director nominee must exceed the number of votes “withheld” from that nominee
for the nominee to be elected as a director to serve until the next annual meeting or until his or her successor has
been duly elected and qualified. 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 it was appropriate to do so. 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. Broker non-votes and
abstentions will have no effect on the outcome of the election.
Pursuant to the majority voting policy adopted by our Board of Directors, in an uncontested election, any
nominee for director who does not receive the affirmative vote of a majority of the shares represented and voting
in the election shall promptly tender his or her resignation to our Board of Directors following certification of the
shareholder vote. The Nominations and Corporate Governance Committee will consider the resignation offer and
recommend to our Board of Directors the action to be taken with respect to the offered resignation. In
determining its recommendation, the Nominations and Corporate Governance Committee shall consider all
factors it deems relevant. Our Board of Directors will act on the Nominations and Corporate Governance
Committee’s recommendation within 90 days following certification of the shareholder vote and will publicly
disclose its decision with respect to the director’s resignation offer (and the reasons for rejecting the resignation
offer, if applicable).
Any director who tenders his or her resignation pursuant to the majority voting policy shall not participate in the
Nominations and Corporate Governance Committee’s recommendation or Board action regarding whether to
accept the resignation offer. If each member of the Nominations and Corporate Governance Committee is
required to tender his or her resignation pursuant to the majority voting policy in the same election, then the
independent directors of our Board of Directors who are not required to tender a resignation pursuant to the
majority voting policy shall consider the resignation offers and make a recommendation to our Board of
Directors.
To the extent that one or more directors’ resignations are accepted by our Board of Directors, our Board of
Directors in its discretion may determine either to fill such vacancy or vacancies or to reduce the size of the
Board within the authorized range.
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