Pottery Barn 2010 Annual Report Download - page 118

What are the differences between the charters and bylaws of W-S California and W-S Delaware?
The following is a comparison of the provisions in the charters and bylaws of W-S California and W-S Delaware,
as well as certain provisions of California law and Delaware law. The comparison summarizes the important
differences, but is not intended to list all differences, and is qualified in its entirety by reference to such
documents and to the respective General Corporation Laws of the States of California and Delaware.
Shareholders are encouraged to read the Delaware Certificate, the Delaware Bylaws, the California Articles and
the California Bylaws in their entirety. The Delaware Bylaws and Delaware Certificate are attached to this proxy
statement, and the California Bylaws and California Articles are filed publicly as exhibits to our periodic reports.
Provision W-S California W-S Delaware
Authorized Shares 253,125,000 shares of Common Stock,
par value $0.01 per share
7,500,000 shares of Preferred Stock,
par value $0.01 per share
253,125,000 shares of Common Stock,
par value $0.01 per share
7,500,000 shares of Preferred Stock,
par value $0.01 per share
Restrictions on Transactions
with Interested Shareholders
No restrictions Section 203 prohibits, subject to
certain exceptions, a Delaware
corporation from engaging in a
business combination with an
interested stockholder (i.e., a
stockholder acquiring 15% or more of
the outstanding voting stock) for three
years following the date that such
stockholder becomes an interested
stockholder without Board approval.
Section 203 makes certain types of
unfriendly or hostile corporate
takeovers, or other non-board
approved transactions involving a
corporation and one or more of its
significant stockholders, more
difficult.
Because Section 203 could be
considered to have anti-takeover
implications that could be construed as
unfavorable to stockholder interests,
the Board has elected to have W-S
Delaware “opt-out” of Section 203, so
it is not applicable to W-S Delaware.
Vote Required to Approve
Merger or Sale of Company
The California Articles require the
affirmative vote of not less than two-
thirds of the outstanding shares to
approve a merger of the company or a
sale of substantially all the assets of
the company.
The Delaware Certificate requires the
affirmative vote of not less than two-
thirds of the outstanding shares to
approve a merger of the company or a
sale of substantially all the assets of
the company.
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