Pottery Barn 2011 Annual Report Download - page 163

How can stockholders submit proposals to be raised at the 2013 Annual Meeting that will not be included
in our Proxy Statement for the 2013 Annual Meeting?
To be raised at the 2013 Annual Meeting, stockholder proposals must comply with our Restated Bylaws. Under our
Restated Bylaws a stockholder must give advance notice to our Secretary of any business, including nominations of
directors for our Board, that the stockholder wishes to raise at our Annual Meeting. To be timely under our Restated
Bylaws, the notice must be received by our Secretary not less than 90 days or more than 120 days prior to May 24,
2013. Therefore, stockholder proposals must be received by our Secretary at our principal executive offices between
January 24, 2013 and February 23, 2013 in order to be raised at our 2013 Annual Meeting.
What if the date of the 2013 Annual Meeting is advanced or delayed by a certain period of time after the
anniversary of this year’s Annual Meeting?
Under Rule 14a-8 of the Securities Exchange Act of 1934, as amended, if the date of the 2013 Annual Meeting
changes by more than 30 days from the anniversary of this year’s Annual Meeting, to be included in our Proxy
Statement, stockholder proposals must be received by us within a reasonable time before our solicitation is made.
Under our Restated Bylaws, if the date of the 2013 Annual Meeting changes by more than 30 days from the
anniversary of this year’s Annual Meeting, stockholder proposals to be brought before the 2013 Annual Meeting
must be delivered not later than the 90th day prior to the 2013 Annual Meeting or the 10th day following the day
on which public announcement of the date of such meeting is first made by us.
Does a stockholder proposal require specific information?
With respect to a stockholder’s nomination of a candidate for our Board, the stockholder notice to the Secretary must
contain certain information as set forth in our Restated Bylaws and our Nominations and Corporate Governance
Committee Report about both the nominee and the stockholder making the nomination. With respect to any other business
that the stockholder proposes, the stockholder notice must contain a brief description of such business and the reasons for
conducting such business at the meeting, as well as certain other information as set forth in our Restated Bylaws.
What happens if we receive a stockholder proposal that is not in compliance with the time frames
described above?
If we receive notice of a matter to come before the 2013 Annual Meeting that is not in accordance with the
deadlines described above, we will use our discretion in determining whether or not to bring such matter before
the Annual Meeting. If such matter is brought before the Annual Meeting, then our proxy card for such meeting
will confer upon our proxy holders discretionary authority to vote on such matter.
Where should stockholder proposals be sent?
Stockholder proposals should be sent to: Williams-Sonoma, Inc., Attention: Corporate Secretary, 3250 Van Ness
Avenue, San Francisco, California 94109.
AVAILABILITY OF PROXY STATEMENT AND ANNUAL REPORT ON FORM 10-K
Pursuant to SEC rules, we have elected to provide access to our proxy materials by notifying you of the
availability of our proxy materials on the Internet. Copies of this Proxy Statement and our Annual Report on
Form 10-K, including the financial statements for fiscal 2011 as filed with the SEC, are available at our website
at www.williams-sonomainc.com/investors/annual-reports.html and upon written request and without charge to
any stockholder by writing to: Williams-Sonoma, Inc., Attention: Annual Report Administrator, 3250 Van Ness
Avenue, San Francisco, California 94109.
San Francisco, California
April 6, 2012
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Proxy