Pottery Barn 2010 Annual Report Download - page 121

Provision W-S California W-S Delaware
Shareholder Ability to Call
Special Shareholders’
Meetings
Under California law, a special
meeting of shareholders may be called
by the board of directors, the chairman
of the Board, the president, the holders
of shares entitled to cast not less than
10% of the votes at such meeting and
such persons as are authorized by the
articles of incorporation or bylaws.
Consistent with California law, the
California Bylaws provide that a
special meeting of shareholders may
be called by the Board, the Chairman
of the Board, the President, or holders
of shares entitled to cast not less than
10% of the votes at such meeting.
Under the DGCL, a special meeting of
stockholders may be called by the
board of directors or by any person
authorized to do so in the certificate of
incorporation or the bylaws.
The Delaware Bylaws provide that a
special meeting of stockholders may
be called by the Board, the Chairman
of the Board, the Chief Executive
Officer, or holders of shares entitled to
cast not less than 10% of the votes at
such meeting, provided that such
holders have held at least a 10% net
long position in the company’s
outstanding shares for at least one
year. In the case of a special meeting
called by the Secretary following
receipt of a written demand or
demands from stockholders entitled to
call such meeting, the date of such
special meeting, as fixed by the Board
will be not fewer than 30 days nor
more than 90 days after the date a
demand or demands by such
stockholders have been received by the
Secretary of the company at the
principal executive offices of the
company.
Shareholder Proposal Notice
Provisions
The California Bylaws provide that
notice containing the name of any
person to be nominated by any
shareholder for election as a director of
the company or of any shareholder
proposal to be presented at the meeting
shall generally be received by the
Secretary of the company not less than
45 days nor more than the 75 days
before the one-year anniversary date of
the date on which the company first
mailed its proxy materials for its
immediately preceding annual meeting
of shareholders.
The Delaware Bylaws provide that
notice must generally be received by
the Secretary of the company not less
than 90 days nor more than 120 days
prior to the first anniversary of the
preceding year’s annual meeting.
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Proxy