Pottery Barn 2011 Annual Report Download - page 149

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COMMITTEE REPORTS
The sections indicated below by an asterisk (*) shall not be deemed to be (i) “soliciting material,” (ii) “filed”
with the SEC, (iii) subject to Regulations 14A or 14C of the Securities Exchange Act of 1934, as amended, or
(iv) subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be
deemed incorporated by reference into any of our other filings under the Securities Exchange Act of 1934, as
amended, or the Securities Act of 1933, as amended, except to the extent we specifically incorporate them by
reference into such filing.
Compensation Committee Report
Who serves on the Compensation Committee?
During fiscal 2011, the Compensation Committee consisted of Adrian D.P. Bellamy, Anthony A. Greener, Ted
W. Hall and, until May 24, 2011, Richard T. Robertson. Mr. Bellamy serves as Chairman of the Compensation
Committee. The Board for fiscal 2011 determined that each member of the Compensation Committee was
independent under the NYSE rules as currently in effect, was an outside director as such term is defined with
respect to Section 162(m) of the Internal Revenue Code and was a non-employee director under Section 16(b) of
the Securities Exchange Act of 1934. None of the committee members has ever served as an officer of the
company.
Who prepared this Compensation Committee Report?
Members of the Compensation Committee, Adrian D.P. Bellamy, Anthony A. Greener and Ted W. Hall,
prepared the Compensation Committee Report after reviewing the Compensation Discussion and Analysis, which
was prepared by management and is a management report.
The Compensation Committee hereby reports as follows:*
The Compensation Committee has reviewed and discussed the above Compensation Discussion and Analysis
with management. Based on our review and discussion with management, we have recommended to the Board of
Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and in the
company’s Annual Report on Form 10-K for fiscal 2011.
COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS
Adrian D.P. Bellamy
Anthony A. Greener
Ted W. Hall
Nominations and Corporate Governance Committee Report
Who serves on the Nominations and Corporate Governance Committee?
During fiscal 2011, the Nominations and Corporate Governance Committee consisted of Michael R. Lynch,
Adrian D.P. Bellamy, Anthony A. Greener and, until May 24, 2011, David B. Zenoff. Mr. Lynch serves as
Chairman of the Nominations and Corporate Governance Committee. The Board has determined that each
current member of the Nominations and Corporate Governance Committee is independent under the NYSE rules,
as currently in effect. Each current member of the Nominations and Corporate Governance Committee is a
non-employee director.
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Proxy