Pottery Barn 2010 Annual Report Download - page 188

How can shareholders submit proposals to be raised at the 2012 Annual Meeting that will not be included
in our Proxy Statement for the 2012 Annual Meeting?
To be raised at the 2012 Annual Meeting, shareholder proposals must comply with our Restated Bylaws or, if our
reincorporation to Delaware is approved, our Delaware Bylaws. Under our Restated Bylaws or our Delaware
Bylaws, as applicable, a shareholder must give advance notice to our Secretary of any business, including
nominations of directors for our Board, that the shareholder wishes to raise at our Annual Meeting. To be timely
under our Restated Bylaws, the notice must be received by our Secretary not less than 45 days or more than 75
days prior to the first anniversary of the date of the mailing of proxy materials for the preceding year’s Annual
Meeting. Since this Proxy Statement is being mailed to you on or about April 7, 2011, shareholder proposals
must be received by our Secretary at our principal executive offices between January 23, 2012 and February 22,
2012 in order to be raised at our 2012 Annual Meeting. To be timely under our Delaware Bylaws, the notice must
be received by our Secretary not less than 90 days or more than 120 days prior to May 25, 2012. Therefore,
assuming approval of our reincorporation to Delaware, shareholder proposals must be received by our Secretary
at our principal executive offices between January 26, 2012 and February 25, 2012 in order to be raised at our
2012 Annual Meeting.
What if the date of the 2012 Annual Meeting is advanced or delayed by a certain period of time after the
anniversary of this year’s Annual Meeting?
Under Rule 14a-8 of the Securities Exchange Act of 1934, as amended, if the date of the 2012 Annual Meeting
changes by more than 30 days from the anniversary of this year’s Annual Meeting, to be included in our Proxy
Statement, shareholder proposals must be received by us within a reasonable time before our solicitation is made.
Under our Restated Bylaws, if the date of the 2012 Annual Meeting is advanced by more than 30 days prior to or
delayed by more than 60 days after the anniversary of this year’s Annual Meeting, shareholder proposals to be
brought before the 2012 Annual Meeting must be delivered not earlier than the close of business on the 120th day
prior to the 2012 Annual Meeting and not later than (i) the close of business on the later of the 90th day prior to
the 2012 Annual Meeting and (ii) the 10th day following the day on which public announcement of the date of
such meeting is first made by us.
Under our Delaware Bylaws, if the date of the 2012 Annual Meeting changes by more than 30 days from the
anniversary of this year’s Annual Meeting, shareholder proposals to be brought before the 2012 Annual Meeting
must be delivered not later than the 90th day prior to the 2012 Annual Meeting or the 10th day following the day
on which public announcement of the date of such meeting is first made by us.
Does a shareholder proposal require specific information?
With respect to a shareholder’s nomination of a candidate for our Board, the shareholder notice to the Secretary
must contain certain information as set forth in our Restated Bylaws or our Delaware Bylaws, as applicable, and
our Nominations and Corporate Governance Committee Report about both the nominee and the shareholder
making the nomination. With respect to any other business that the shareholder proposes, the shareholder notice
must contain a brief description of such business and the reasons for conducting such business at the meeting, as
well as certain other information as set forth in our Restated Bylaws or our Delaware Bylaws, as applicable.
What happens if we receive a shareholder proposal that is not in compliance with the time frames
described above?
If we receive notice of a matter to come before the 2012 Annual Meeting that is not in accordance with the
deadlines described above, we will use our discretion in determining whether or not to bring such matter before
the Annual Meeting. If such matter is brought before the Annual Meeting, then our proxy card for such meeting
will confer upon our proxy holders discretionary authority to vote on such matter.
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