Pottery Barn 2010 Annual Report Download - page 207

a proposal to amend these Bylaws, the language of the proposed amendment), and (4) the reasons for calling a
special meeting of stockholders for such purpose; (C) any material interest of the stockholder, and of the
beneficial owner, if any, on whose behalf the demand is made, in such proposal or business to be considered at
the special meeting; (D) a description of all agreements, arrangements and understandings between such
stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection
with the proposal or business to be considered at the special meeting; (E) a representation that the stockholder is
a holder of record of stock of the Corporation, entitled to vote at such meeting, and intends to appear in person or
by proxy at the meeting to propose such business set forth in the demand required by Section 2.3(a) of these
Bylaws; (F) a representation as to whether the stockholder or the beneficial owner, if any, intends, or is or intends
to be part of a group that intends, (1) to deliver a proxy statement and/or form of proxy to holders of at least the
percentage of the Corporation’s outstanding capital stock required to approve or adopt any proposal set forth in
the demand required by Section 2.3(a) of these Bylaws and/or (2) otherwise to solicit proxies from stockholders
in support of any proposal set forth in the demand required by this Section 2.3(c); (G) as to the stockholder
making a demand pursuant to Section 2.3(a) of these Bylaws and the beneficial owner, if any, on whose behalf
the demand is made, the information set forth in Section 2.2.(d)(C)(1)-(4) and (H) if a purpose for which the
special meeting is to be called is the election of one or more directors to the Board of Directors, the name of each
person the stockholder making a demand pursuant to Section 2.3(a) of these Bylaws and the beneficial owner, if
any, propose to nominate at the special meeting for election to the Board of Directors (each, a “nominee”), and as
to each such nominee, all information that would be required to be set forth in a stockholder’s notice for
nominations of directors at annual meetings of stockholders of stockholders as set forth in Section 2.2(d)(A) of
these Bylaws.
(d) Nominations of persons for election to the Board of Directors may be made at a special meeting of
stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (A) by or at the
direction of the Board of Directors or (B) provided that the Board of Directors has determined that directors shall
be elected at such meeting, by any Record Stockholder who is entitled to vote at the meeting and upon such
election and who delivers a written notice to the secretary setting forth the information set forth in
Section 2.2(d)(A) and (C). Nominations by Record Stockholders of persons for election to the Board of Directors
may be made at such a special meeting of stockholders only if such Record Stockholder’s notice required by the
preceding sentence shall be received by the secretary at the principal executive offices of the Corporation not
earlier than the close of business on the one hundred twentieth (120th) day prior to the date of such special
meeting and not later than the close of business on the later of the ninetieth (90th) day prior to the date of such
special meeting or, if the first public announcement of the date of such special meeting is less than one hundred
(100) days prior to the date of such special meeting, the tenth (10th) day following the day on which public
announcement is first made of the date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting. In no event shall an adjournment, or postponement of a special meeting
for which notice has been given, commence a new time period (or extend any time period) for the giving of a
stockholder’s notice as described above.
(e) 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 a special 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.
(f) Notwithstanding the foregoing provisions of this Section 2.3, a stockholder shall also comply with all
applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to matters set
forth in this Section 2.3. Nothing in this Section 2.3 shall be deemed to affect any rights (A) of stockholders to
request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange
Act or (B) of the Corporation to omit a proposal from the Corporation’s proxy statement pursuant to Rule 14a-8
under the Exchange Act.
C-5
Exhibits