Pottery Barn 2010 Annual Report Download - page 101

How many votes are needed to approve Proposals 2, 3, 4, 5 and 6?
Proposal 2, our reincorporation from Delaware to California, requires the affirmative vote of a majority of the
outstanding shares of the company. Proxy cards marked “abstain” and broker non-votes will have the effect of a
“NO” vote on Proposal 2.
Proposal 3, the amendment and restatement of our 2001 Long-Term Incentive Plan, requires the affirmative vote
of (i) a majority of the shares represented and voting at the Annual Meeting and (ii) 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 approval of the compensation of our named executive officers, requires the affirmative vote of
(i) a majority of the shares represented and voting at the Annual Meeting and (ii) 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. Because your vote is advisory, it will not be binding on us or the Board. However, the Board will
review the voting results and take them into consideration when making future decisions regarding executive
compensation.
For Proposal 5, the frequency of the advisory vote on compensation of our named executive officers – every
year, every two years or every three years – receiving the highest number of votes at the Annual Meeting will be
the frequency recommended by the shareholders. Proxy cards marked “abstain” and broker non-votes will have
no effect on the outcome of the vote. Because your vote is advisory, it will not be binding on us or the Board.
However, the Board will review the voting results and take them into consideration when making future
decisions regarding the frequency of the advisory vote on executive compensation.
Proposal 6, the ratification of the selection of our independent registered public accounting firm, requires the
affirmative vote of (i) a majority of the shares represented and voting at the Annual Meeting and (ii) 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 6 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 shareholder proposals are included in this Proxy Statement nor have we received notice of any shareholder
proposals to be raised at this year’s Annual Meeting.
What if I want to change my vote(s)?
You may revoke your proxy prior to the close of voting at the Annual Meeting by any of the following methods:
• sending written notice of revocation to our Secretary;
• sending a signed proxy card bearing a later date to our Secretary; or
• attending the Annual Meeting, revoking your proxy and voting in person.
What is householding?
Householding is a cost-cutting procedure used by us and approved by the SEC. Under the householding
procedure, we send only one Notice or Annual Report and Proxy Statement to shareholders of record who share
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Proxy