Pottery Barn 2010 Annual Report Download - page 177

What are the procedures to be followed by shareholders in submitting recommendations of director candidates to
the Nominations and Corporate Governance Committee?
The Nominations and Corporate Governance Committee will consider suggestions from shareholders regarding
possible director candidates for election at next year’s Annual Meeting. A shareholder that desires to recommend
a candidate for election to the Board shall direct the recommendation in writing to Williams-Sonoma, Inc.,
Attention: Corporate Secretary, 3250 Van Ness Avenue, San Francisco, California 94109. The recommendation
must include: (i) the candidate’s name, home and business contact information; (ii) detailed biographical data and
qualifications of the candidate; (iii) information regarding any relationships between the candidate and the
company within the last three years; (iv) evidence of the recommending person’s ownership of company
common stock; (v) a statement from the recommending shareholder in support of the candidate; and (vi) a
written indication by the candidate of his or her willingness to serve if elected. A shareholder that desires to
recommend a person directly for election to the Board at the company’s Annual Meeting must also meet the
deadlines and other requirements set forth in Rule 14a-8 of the Securities Exchange Act of 1934 and the
company’s Restated Bylaws or Delaware Bylaws, as applicable, each of which are described in the “Shareholder
Proposals” section of this Proxy Statement.
Each director nominated in this Proxy Statement was recommended for election to the Board by the Nominations
and Corporate Governance Committee. The Board did not receive any notice of a director nominee
recommendation from any shareholder in connection with this Proxy Statement.
What are the criteria and process of the Nominations and Corporate Governance Committee for identifying and
evaluating nominees for the Board?
Our criteria and process for evaluating and identifying the candidates that we select, or recommend to the Board
for selection, as director nominees are as follows:
• We regularly review the current composition and size of the Board;
• We evaluate the performance of the Board as a whole and evaluate the performance and qualifications of
individual members of the Board eligible for re-election at the Annual Meeting;
• We review the qualifications of any candidates who have been properly recommended by shareholders, as
well as those candidates who have been identified by management, individual members of the Board or, if
we deem appropriate, a search firm. Such review may, in our discretion, include a review solely of
information provided to us or also may include discussions with persons familiar with the candidate, an
interview with the candidate or other actions that we deem proper;
• In evaluating the qualifications of candidates for the Board, we consider many factors, including issues of
character, judgment, independence, financial expertise, industry experience, range of experience, other
commitments and the like. We value diversity, but do not assign any particular weight or priority to any
particular factor. We consider each individual candidate in the context of the current perceived needs of
the Board as a whole. While we have not established specific minimum qualifications for director
candidates, we believe that candidates and nominees must be suitable for a Board that is comprised of
directors (i) a majority of whom are independent; (ii) who are of high integrity; (iii) who have
qualifications that will increase the overall effectiveness of the Board; and (iv) who meet the
requirements of all applicable rules, such as financial literacy or financial expertise with respect to Audit
and Finance Committee members;
• In evaluating and identifying candidates, we have the sole authority to retain and terminate any third party
search firm that is used to identify director candidates and the sole authority to approve the fees and
retention terms of any search firm;
• After such review and consideration, we recommend to the Board the slate of director nominees; and
• We endeavor to notify, or cause to be notified, all director candidates of the decision as to whether to
nominate such individual for election to the Board.
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