Pottery Barn 2010 Annual Report Download - page 99

What are the directions to attend the Annual Meeting and vote in person?
The following are directions to attend the Annual Meeting from various locations around the Memphis Area:
From Memphis International Airport
Take Winchester Road Westbound (stay to the right at the fork)
Merge onto Jim McGhee Parkway/Plough Boulevard
Go approximately 1.4 miles
Merge onto I-240 East toward Nashville
Travel approximately 5.8 miles to exit 16 (on the right)
Merge onto TN-385 Eastbound/Bill Morris Parkway
Go approximately 6 miles to Hacks Cross Road exit
Take a right on Hacks Cross Road
Go approximately 2.9 miles
Take a left on State Line Road
Go 1 mile to stop sign
Take a right on Polk Lane
Go 1.4 miles to 7755 Polk Lane
Destination will be on the right
From Downtown Memphis
Take I-40 Eastbound toward Nashville
Take exit 1E to merge onto I-240 Southbound toward Jackson
Take exit 16 to merge onto TN-385 Eastbound/Bill Morris Parkway
Go approximately 6 miles to Hacks Cross Road exit
Take a right on Hacks Cross Road
Go approximately 2.9 miles
Take a left on State Line
Go 1 mile to stop sign
Take a right on Polk Lane
Go 1.4 miles to 7755 Polk Lane
Destination will be on the right
How many shares must be present to transact business at the Annual Meeting?
Shareholders holding a majority of our outstanding shares as of the record date must be present in person or by
proxy at the Annual Meeting so that we may transact business. This is known as a quorum. Shares that are voted
in person or through the Internet, telephone or signed proxy card, and abstentions and broker non-votes, will be
included in the calculation of the number of shares considered to be present for purposes of determining whether
there is a quorum at the Annual Meeting.
What is a broker non-vote?
The term broker non-vote refers to shares that are held of record by a broker for the benefit of the broker’s clients
but that are not voted at the Annual Meeting on certain non-routine matters set forth in New York Stock
Exchange, or NYSE, Rule 402.08(B) because the broker did not receive instructions from the broker’s clients on
how to vote the shares and, therefore, was prohibited from voting the shares.
What is cumulative voting and when does it occur?
Cumulative voting is a system of shareholder voting to elect directors that allows a shareholder to cast all of the
shareholder’s votes for a single director or multiple directors. If a shareholder requests that cumulative voting
take place, then every shareholder entitled to vote may cumulate votes for director nominees, and you will be
entitled to cast as many votes as are equal to the number of shares owned by you as of the record date multiplied
by the number of directors to be elected. To engage in cumulative voting, a shareholder entitled to vote at the
3
Proxy