Pottery Barn 2012 Annual Report Download - page 100

PROPOSAL 1
ELECTION OF DIRECTORS
What is this proposal?
This is a proposal to elect our Board of Directors.
How many members are on our Board?
We currently have ten directors on our Board, all of whom are standing for reelection.
Has the Board determined which directors are independent?
Yes. Our Board has determined that Adrian D.P. Bellamy, Rose Marie Bravo, Mary Ann Casati, Adrian T. Dillon,
Anthony A. Greener, Ted W. Hall, Michael R. Lynch and Lorraine Twohill meet the independence requirements of
our “Policy Regarding Director Independence Determinations,” which is part of our Corporate Governance
Guidelines. Our Corporate Governance Guidelines are posted on our website at www.williams-sonomainc.com.
Accordingly, the Board has determined that none of these director nominees has a material relationship with us and
that each of these nominees is independent within the meaning of the NYSE and SEC director independence
standards, as currently in effect. Further, each member of our Board committees satisfies the independence
requirements of the NYSE and SEC, and any heightened independence standards applicable to each committee on
which they serve. The Board’s independence determination was based on information provided by our director
nominees and discussions among our officers and directors.
How often did our Board meet in fiscal 2012?
During fiscal 2012, our Board held a total of seven meetings. Each director who was a member of our Board
during fiscal 2012 attended at least 75% of the aggregate of (i) the total number of meetings of the Board held
during the period for which such director has been a director and (ii) the total number of meetings held by all
committees of the Board on which such director served during the periods that such director served, except for
Ted W. Hall, who attended 69% of the aggregate applicable meetings. Mr. Hall was unable to attend a number of
meetings due to time spent recovering from a serious automobile accident.
What is our policy for director attendance at the Annual Meeting?
Our policy is that directors who are nominated for election at our Annual Meeting should attend the Annual
Meeting. All but one director who was nominated for election at our 2012 Annual Meeting attended the meeting.
How can stockholders and interested parties communicate with members of the Board?
Stockholders and all other interested parties may send written communications to the Board or to any of our
directors individually, including non-management directors and the Chairman of the Board, at the following
address: Williams-Sonoma, Inc., Attention: Corporate Secretary, 3250 Van Ness Avenue, San Francisco,
California 94109. All communications will be compiled by our Corporate Secretary and submitted to the Board
or an individual director, as appropriate, on a periodic basis.
What will happen if a nominee is unwilling or unable to serve prior to the Annual Meeting?
Our Board has no reason to believe that any of the nominees will be unwilling or unable to serve as a director.
However, should a nominee become unwilling or unable to serve prior to the Annual Meeting, our Nominations
and Corporate Governance Committee would recommend another person or persons to be nominated by our
Board to stand for election, and your proxies would be voted for the person or persons selected by the committee
and nominated by our Board.
How are the directors compensated?
For fiscal 2012, non-employee directors received cash compensation and equity grants for their service on our
Board and the Board committees of which they are a member, as set forth in the table below. During fiscal 2012,
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