Pottery Barn 2011 Annual Report Download - page 97

3250 Van Ness Avenue
San Francisco, California 94109
www.williams-sonomainc.com
PROXY STATEMENT FOR THE 2012 ANNUAL MEETING OF STOCKHOLDERS
GENERAL INFORMATION
Our Board of Directors is soliciting your proxy to vote your shares at our 2012 Annual Meeting of Stockholders,
to be held on Thursday, May 24, 2012 at 9:00 a.m. Pacific Daylight Time, and for any adjournment or
postponement of the meeting. Our Annual Meeting will be held at our corporate headquarters located at 3250
Van Ness Avenue, San Francisco, California 94109.
Our Annual Report to Stockholders for the fiscal year ended January 29, 2012, or fiscal 2011, including our
financial statements for fiscal 2011, 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 stockholders and posted on our website on or about April 6, 2012.
What is the purpose of the Annual Meeting?
Stockholders will be asked to vote on the following matters:
1) The election of our Board of Directors;
2) The amendment and restatement of the Williams-Sonoma, Inc. 2001 Incentive Bonus Plan to increase
the participant payment limit to ten million dollars per award period, to extend its term for an
additional year and to approve the material terms of the plan so that we may continue to use the plan to
achieve the company’s goals and continue to receive a federal income tax deduction for certain
compensation paid under the 2001 Incentive Bonus Plan;
3) An advisory vote to approve executive compensation;
4) The ratification of the selection of Deloitte & Touche LLP as our independent registered public
accounting firm for the fiscal year ending February 3, 2013; and
5) Such other business as may properly come before the meeting or any adjournment or postponement of
the meeting, including stockholder 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 stockholders entitled to vote at the Annual
Meeting, we are furnishing the proxy materials to certain of our stockholders 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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