Pottery Barn 2010 Annual Report Download - page 103

PROPOSAL 1
ELECTION OF DIRECTORS
What is this proposal?
This is a proposal to elect our Board of Directors.
How many members are on our Board?
We currently have ten directors. Directors Richard T. Robertson and David B. Zenoff have decided not to stand
for re-election. We thank them for their years of dedicated service to the company. Assuming each director
nominee is elected, after the 2011 Annual Meeting, we will have eight directors.
Has the Board determined which directors are independent?
The Board has determined that Adrian D.P. Bellamy, Adrian T. Dillon, Anthony A. Greener, Ted W. Hall and
Michael R. Lynch meet the independence requirements of our “Policy Regarding Director Independence,” which
is part of our Corporate Governance Guidelines. Our Corporate Governance Guidelines are posted on our website
at www.williams-sonomainc.com. Accordingly, the Board has determined that none of these director nominees
has a material relationship with us and that each of these nominees are independent within the meaning of the
NYSE and SEC director independence standards, as currently in effect. Further, our Board committees satisfy the
independence requirements of the NYSE and SEC. The Board’s independence determination was based on
information provided by our director nominees and discussions among our officers and directors.
How often did our Board meet in fiscal 2010?
During fiscal 2010, our Board held a total of 6 meetings. Each director who was a member of our Board during
fiscal 2010 attended at least 75% of the aggregate of (i) the total number of meetings of the Board held during the
period for which such director has been a director and (ii) the total number of meetings held by all committees of
the Board on which such director served during the periods that such director served.
What is our policy for director attendance at the Annual Meeting?
Our policy is that directors who are nominated for election at our Annual Meeting should attend the Annual
Meeting. Six of the seven incumbent directors who were nominated for election at our 2010 Annual Meeting
attended the meeting.
How can shareholders and interested parties communicate with members of the Board?
Shareholders and all other interested parties may send written communications to the Board or to any of our
directors individually, including non-management directors and the Chairman of the Board, at the following
address: Williams-Sonoma, Inc., Attention: Corporate Secretary, 3250 Van Ness Avenue, San Francisco,
California 94109. All communications will be compiled by our Corporate Secretary and submitted to the Board
or an individual director, as appropriate, on a periodic basis.
What will happen if a nominee is unwilling or unable to serve prior to the Annual Meeting?
Our Board has no reason to believe that any of the nominees will be unwilling or unable to serve as a director.
However, should a nominee become unwilling or unable to serve prior to the Annual Meeting, our Nominations
and Corporate Governance Committee would recommend another person or persons to be nominated by our
Board to stand for election, and your proxies would be voted for the person or persons selected by the committee
and nominated by our Board.
7
Proxy