Pottery Barn 2010 Annual Report Download - page 95

3250 Van Ness Avenue
San Francisco, California 94109
www.williams-sonomainc.com
NOTICE OF 2011 ANNUAL MEETING OF SHAREHOLDERS
MEETING DATE: May 25, 2011
TIME: 9:00 a.m. Central Daylight Time
PLACE: Williams-Sonoma, Inc.
7755 Polk Lane
Olive Branch, Mississippi 38654
ITEMS OF BUSINESS: 1) The election of our Board of Directors;
2) Our reincorporation from California to Delaware by means of a
merger with and into a wholly-owned Delaware subsidiary;
3) The amendment and restatement of the Williams-Sonoma, Inc. 2001
Long-Term Incentive Plan to increase the shares issuable under the
plan by 7,300,000 shares, extend the term of the plan to 2021, and to
approve the material terms of the plan so that we may continue to
receive a federal income tax deduction for certain compensation
paid under the 2001 Long-Term Incentive Plan;
4) An advisory vote on executive compensation;
5) An advisory vote on the frequency of holding an advisory vote on
executive compensation;
6) The ratification of the selection of Deloitte & Touche LLP as our
independent registered public accounting firm for the fiscal year
ending January 29, 2012; and
7) Such other business as may properly come before the meeting or
any adjournment or postponement of the meeting.
WHO CAN VOTE: You may vote if you were a shareholder of record as of March 28, 2011.
DATE OF MAILING: The Notice of Internet Availability of Proxy Materials or this notice, the
Proxy Statement and the Annual Report are first being mailed to
shareholders and posted on our website on or about April 7, 2011.
By Order of the Board of Directors
Seth R. Jaffe
Secretary
YOUR VOTE IS IMPORTANT
Instructions for submitting your proxy are provided in the Notice of Internet Availability of Proxy
Materials, the Proxy Statement and on your proxy card. It is important that your shares be represented
and voted at the Annual Meeting. Please submit your proxy through the Internet, by telephone, or mark,
sign, date and promptly return the enclosed proxy card in the enclosed envelope. You may revoke your
proxy at any time prior to its exercise at the Annual Meeting.
Proxy