Pottery Barn 2010 Annual Report Download - page 97

3250 Van Ness Avenue
San Francisco, California 94109
www.williams-sonomainc.com
PROXY STATEMENT FOR THE 2011 ANNUAL MEETING OF SHAREHOLDERS
GENERAL INFORMATION
Our Board of Directors is soliciting your proxy to vote your shares at our 2011 Annual Meeting of Shareholders,
to be held on Wednesday, May 25, 2011 at 9:00 a.m. Central Daylight Time, and for any adjournment or
postponement of the meeting. Our Annual Meeting will be held at our national distribution center located at 7755
Polk Lane, Olive Branch, Mississippi 38654. Our Annual Report to Shareholders for the fiscal year ended
January 30, 2011, or fiscal 2010, including our financial statements for fiscal 2010, is also included with printed
copies of this Proxy Statement and posted on our website at www.williams-sonomainc.com/investors/annual-
reports.html. These proxy materials are first being made available to shareholders and posted on our website on
or about April 7, 2011.
What is the purpose of the Annual Meeting?
Shareholders will be asked to vote on the following matters:
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, including shareholder proposals. At this time, we do not know of any other matters to be
brought before the Annual Meeting.
What is the Notice of Internet Availability of Proxy Materials?
In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission, or the SEC,
instead of mailing a printed copy of our proxy materials to all shareholders entitled to vote at the Annual
Meeting, we are furnishing the proxy materials to certain of our shareholders over the Internet. If you received a
Notice of Internet Availability of Proxy Materials, or the Notice, by mail, you will not receive a printed copy of
the proxy materials. Instead, the Notice will instruct you as to how you may access and review the proxy
materials and submit your vote via the Internet or by telephone. If you received a Notice by mail and would like
to receive a printed copy of the proxy materials, please follow the instructions for requesting such materials
included in the Notice.
You may also choose to receive future proxy materials by e-mail by following the instructions provided on the
website referred to in the Notice. Choosing to receive your future proxy materials by e-mail will save us the cost
of printing and mailing documents to you and will reduce the impact of our Annual Meeting on the environment.
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