Pottery Barn 2010 Annual Report Download - page 204

Statement (as defined below) required by these Bylaws. To be timely, a Record Stockholder’s notice shall be
received by the secretary at the principal executive offices of the Corporation not less than ninety (90) nor more
than one hundred twenty (120) days prior to the one-year anniversary of the preceding year’s annual meeting;
provided, however, that, subject to the last sentence of this Section 2.2(c), in the event that the annual meeting is
convened more than thirty (30) days before or after such anniversary date, notice by the Record Stockholder to be
timely must be so received not later than the close of business on the later of the ninetieth (90th) day prior to such
annual meeting or the tenth (10th) day following the date on which public announcement (as defined below) of
the date of such meeting is first made by the Corporation. In no event shall an adjournment, or postponement of
an annual meeting for which notice has been given, commence a new time period (or extend any time period) for
the giving of a Record Stockholder’s notice as described above.
(d) Such Record Stockholder’s notice shall set forth:
(A) as to each person whom the Record Stockholder proposes to nominate for election or re-election as
a director (1) all information relating to such person that is required to be disclosed in solicitations of
proxies for election of directors in a contested election, or is otherwise required, in each case pursuant to and
in accordance with Regulation 14A under the Exchange Act, (2) such person’s written consent to being
named in the proxy statement as a nominee and to serving as a director if elected, (3) a description of all
direct and indirect compensation and other material monetary agreements, arrangements and understandings
during the past three years, and any other material relationships between or among such Record Stockholder
and beneficial owner, if any, and their respective affiliates and associates or others acting in concert
therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates,
or others acting in concert therewith, on the other hand, including without limitation all information that
would be required to be disclosed pursuant to Item 404 promulgated under Regulation S-K if the
stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if
any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for
purposes of such rule and the nominee were a director or executive officer of such registrant; and (4) with
respect to each nominee for election or reelection to the Board of Directors, include a completed and signed
questionnaire, representation and agreement as required by Section 2.4;
(B) as to any business that the Record Stockholder proposes to bring before the meeting, (1) a brief
description of the business desired to be brought before the meeting, the text of the proposal or business
(including the text of any resolutions proposed for consideration and in the event that such business includes
a proposal to amend the Bylaws of the Corporation, the language of the proposed amendment), the reasons
for conducting such business at the meeting and any interest in such business of the Record Stockholder and
the beneficial owner, if any, on whose behalf the proposal is made and (2) a description of all agreements,
arrangements, and understandings between such Record Stockholder and beneficial owner, if any, and any
other person or persons (including their names) in connection with the proposal of such business by such
Record Stockholder;
(C) as to the Record Stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination is made or the business is proposed (each, a “party”):
(1) the name and address of each such party;
(2) (A) the class, series and number of shares of capital stock of the Corporation which are owned,
directly or indirectly, beneficially and of record by each such party, (B) any option, warrant,
convertible security, stock appreciation right, or similar right with an exercise or conversion privilege
or a settlement payment or mechanism at a price related to any class or series of shares of the
Corporation or with a value derived in whole or in part from the value of any class or series of shares of
the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying
class or series of capital stock of the Corporation or otherwise (a “Derivative Instrument”) directly or
indirectly owned beneficially by each such party, and any other direct or indirect opportunity to profit
or share in any profit derived from any increase or decrease in the value of shares of the Corporation,
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