Pottery Barn 2010 Annual Report Download - page 98

If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions
containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials
by e-mail will remain in effect until you terminate it.
On the date of mailing of the Notice, all shareholders will have the ability to access all of our proxy materials on
a website referred to in the Notice. These proxy materials will be available free of charge.
Who may vote?
Only shareholders of record at the close of business on March 28, 2011, the record date, are entitled to receive
notice of and to vote at the Annual Meeting. Each holder of our common stock will be entitled to one vote for
each share of our common stock owned as of the record date. As of the record date, there were 104,980,876
shares of our common stock outstanding and entitled to vote, and there were 433 shareholders of record, which
number does not include beneficial owners of shares held in the name of a bank or brokerage firm. We do not
have any outstanding shares of preferred stock.
How do I vote?
You may vote in person at the Annual Meeting, electronically by submitting your proxy through the Internet, by
telephone or by returning a hard copy of the proxy card before the Annual Meeting. Proxies properly executed,
returned to us on a timely basis and not revoked will be voted in accordance with the instructions contained in the
proxy. If any matter not described in this Proxy Statement is properly presented for action at the meeting, the
persons named in the enclosed proxy will have discretionary authority to vote according to their best judgment.
How do I vote electronically or by telephone?
You may vote by submitting your proxy through the Internet or by telephone. The Internet and telephone voting
procedures are designed to authenticate your identity as a Williams-Sonoma, Inc. shareholder, to allow you to
vote your shares and to confirm that your instructions have been properly recorded. Specific instructions to be
followed for voting through the Internet or by telephone are provided below in this Proxy Statement, in the
Notice and on the proxy card.
Shares Registered Directly in the Name of the Shareholder
If your shares are registered directly in your name in our stock records maintained by our transfer agent, Wells
Fargo Shareowner Services, then you may vote your shares:
•on the Internet at www.eproxy.com/wsm; or
• by calling Wells Fargo Shareowner Services from within the United States at 800-560-1965.
Proxies for shares registered directly in your name that are submitted through the Internet or by telephone must
be received before noon Central Daylight Time on Tuesday, May 24, 2011.
Shares Registered in the Name of a Brokerage Firm or Bank
If your shares are held in an account at a brokerage firm or bank, you should follow the voting instructions on the
Notice or the proxy card.
What if I return my proxy card directly to the company, but do not provide voting instructions?
If a signed proxy card is returned to us without any indication of how your shares should be voted, votes will be
cast “FOR” the election of the directors named in this Proxy Statement, “FOR” the reincorporation from
California to Delaware, “FOR” the amendment and restatement of our 2001 Long-Term Incentive Plan, “FOR”
the approval, on an advisory basis, of the compensation of our named executive officers, “FOR” the option of
once every one year as the frequency with which shareholders are provided an advisory vote on executive
compensation, and “FOR” the ratification of the selection of Deloitte & Touche LLP as our independent
registered public accounting firm for the fiscal year ending January 29, 2012.
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