Pottery Barn 2010 Annual Report Download - page 208

2.4 SUBMISSION OF QUESTIONNAIRE, REPRESENTATION AND AGREEMENT.
To be eligible to be a nominee for election or reelection as a director of the Corporation, a person must
deliver (in accordance with the time periods prescribed for delivery of notice under Sections 2.2 and 2.3 of these
Bylaws to the secretary at the principal executive offices of the Corporation a written questionnaire with respect
to the background and qualification of such person and the background of any other person or entity on whose
behalf the nomination is being made (which questionnaire shall be provided by the secretary upon written
request) and a written representation and agreement (in the form provided by the secretary upon request) that
such person (a) is not and will not become a party to (A) any agreement, arrangement or understanding with, and
has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director
of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been
disclosed to the Corporation or (B) any Voting Commitment that could limit or interfere with such person’s
ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable
law, (b) is not and will not become a party to any agreement, arrangement or understanding with any person or
entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or
indemnification in connection with service or action as a director that has not been disclosed therein, and (c) in
such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being
made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable
publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading
policies and guidelines of the Corporation.
2.5 NOTICE OF STOCKHOLDERS’ MEETINGS.
Notice of the place, if any, date, and time of all meetings of the stockholders, the means of remote
communications, if any, by which stockholders and proxyholders may be deemed to be present in person and
vote at such meeting, and the record date for determining the stockholders entitled to vote at the meeting, if such
date is different from the record date for determining stockholders entitled to notice of the meeting, shall be
given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to
each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to
notice of the meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as
required from time to time by the DGCL or the Certificate of Incorporation of the Corporation).
When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if
the time and place, if any, thereof, and the means of remote communications, if any, by which stockholders and
proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the
meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more
than thirty (30) days after the date for which the meeting was originally noticed, notice of the place, if any, date,
and time of the adjourned meeting and the means of remote communications, if any, by which stockholders and
proxyholders may be deemed to be present in person and vote at such adjourned meeting, shall be given to each
stockholder in conformity herewith. If after the adjournment a new record date for stockholders entitled to vote is
fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting. At
any adjourned meeting, any business may be transacted which might have been transacted at the original
meeting.
2.6 QUORUM.
At any meeting of stockholders, the holders of a majority of voting power entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum for the transaction of business, except to the extent that
the presence of a larger number may be required by law or the rules of any stock exchange upon which the
Corporation’s securities are listed. Where a separate vote by a class or classes or series is required, a majority of
the outstanding voting power of such class or classes or series, present in person or represented by proxy, shall
C-6