Pottery Barn 2010 Annual Report Download - page 205

(C) any proxy, contract, arrangement, understanding, or relationship pursuant to which) either party has
a right to vote, directly or indirectly, any shares of any security of the Corporation, (D) any short
interest in any security of the Corporation held by each such party (for purposes of this Section 2.2, a
person shall be deemed to have a short interest in a security if such person directly or indirectly,
through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to
profit or share in any profit derived from any decrease in the value of the subject security), (E) any
rights to dividends on the shares of the Corporation owned beneficially directly or indirectly by each
such party that are separated or separable from the underlying shares of the Corporation, (F) any
proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly,
by a general or limited partnership in which either party is a general partner or, directly or indirectly,
beneficially owns an interest in a general partner and (G) any performance-related fees (other than an
asset-based fee) that each such party is directly or indirectly entitled to based on any increase or
decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of
such notice, including without limitation any such interests held by members of each such party’s
immediate family sharing the same household (which information set forth in this paragraph shall be
supplemented by such stockholder or such beneficial owner, as the case may be, not later than ten
(10) days after the record date for determining the stockholders entitled to notice of the meeting and/or
to vote at the meeting to disclose such ownership as of such record date);
(3) any other information relating to each such party that would be required to be disclosed in a
proxy statement or other filings required to be made in connection with solicitations of proxies for, as
applicable, the proposal and/or for the election of directors in a contested election pursuant to
Section 14 of the Exchange Act; and
(4) a statement whether or not each such party will deliver a proxy statement and form of proxy to
holders of, in the case of a proposal, at least the percentage of voting power of all of the shares of
capital stock of the Corporation required under applicable law to carry the proposal or, in the case of a
nomination or nominations, at least the percentage of voting power of all of the shares of capital stock
of the Corporation reasonably believed by the Record Stockholder or beneficial holder, as the case may
be, to be sufficient to elect the nominee or nominees proposed to be nominated by the Record
Stockholder (such statement, a “Solicitation Statement”).
(e) The Corporation may require any proposed nominee to furnish such other information as may reasonably
be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the
Corporation, including information relevant to a determination whether such proposed nominee can be
considered an independent director.
(f) Notwithstanding anything in the second sentence of Section 2.2(c) of this Bylaw to the contrary, in the
event that the number of directors to be elected to the Board of Directors is increased and there is no public
announcement by the Corporation naming all of the nominees for director or specifying the size of the increased
Board of Directors at least one hundred (100) days prior to the first anniversary of the preceding year’s annual
meeting, a stockholder’s notice required by this Bylaw shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be delivered to the secretary at the principal
executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day
on which such public announcement is first made by the Corporation.
(g) Only such persons who are nominated in accordance with the procedures set forth in this Bylaw shall be
eligible to serve as directors and only such business shall be conducted at an annual meeting of stockholders as
shall have been brought before the meeting in accordance with the procedures set forth in these Bylaws. The
chairman of the meeting shall determine whether a nomination or any business proposed to be transacted by the
stockholders has been properly brought before the meeting and, if any proposed nomination or business has not
been properly brought before the meeting, the chairman shall declare that such proposed business or nomination
shall not be presented for stockholder action at the meeting.
C-3
Exhibits