Pottery Barn 2012 Annual Report Download - page 142

What is the role of the Nominations and Corporate Governance Committee?
Our role is detailed in the Nominations and Corporate Governance Committee Charter, which was amended and
restated by the Board on November 2, 2012. The Nominations and Corporate Governance Committee Charter is
available on the company’s website at www.williams-sonomainc.com and is also available in print to any
stockholder who requests it. Specifically, we:
• Periodically review and recommend to the Board suitable revisions to the corporate governance
guidelines applicable to the company and the categorical standards of independence applicable to the
company’s outside directors;
• Periodically consider and review with the Board criteria for selecting new director candidates, identify
individuals qualified to become Board members and periodically assist in screening and evaluating
director candidates;
• Consider director nominations and proposals from stockholders;
• Review, make recommendations to the Board regarding, and approve, as appropriate, the compensation
policy for non-employee directors of the company;
• Consider the resignation offer of any nominee for director who is not elected and recommend to the
Board the action we deem appropriate to be taken with respect to each such offered resignation in
accordance with the company’s majority voting bylaw and resignation policy; and
• Oversee the evaluation of the Board and the company’s senior management team.
Does the Nominations and Corporate Governance Committee have a policy with regard to the consideration of
director candidates recommended by stockholders?
We adopted a Stockholder Recommendations Policy on March 16, 2004. It is our policy to consider
recommendations for candidates to the Board from stockholders holding no fewer than 500 shares of the
company’s common stock continuously for at least six months prior to the date of the submission of the
recommendation.
What are the procedures to be followed by stockholders in submitting recommendations of director candidates to
the Nominations and Corporate Governance Committee?
The Nominations and Corporate Governance Committee will consider suggestions from stockholders regarding
possible director candidates for election at next year’s Annual Meeting. A stockholder that desires to recommend
a candidate for election to the Board shall direct the recommendation in writing to Williams-Sonoma, Inc.,
Attention: Corporate Secretary, 3250 Van Ness Avenue, San Francisco, California 94109. The recommendation
must include: (i) the candidate’s name, home and business contact information; (ii) detailed biographical data and
qualifications of the candidate; (iii) information regarding any relationships between the candidate and the
company within the last three years; (iv) evidence of the recommending person’s ownership of company
common stock; (v) a statement from the recommending stockholder in support of the candidate; and (vi) a
written indication by the candidate of his or her willingness to serve if elected. A stockholder that desires to
recommend a person directly for election to the Board at the company’s Annual Meeting must also meet the
deadlines and other requirements set forth in Rule 14a-8 of the Securities Exchange Act of 1934 and the
company’s Restated Bylaws, each of which are described in the “Stockholder Proposals” section of this Proxy
Statement.
Each director nominated in this Proxy Statement was recommended for election to the Board by the Nominations
and Corporate Governance Committee. The Board did not receive any notice of a director nominee
recommendation from any stockholder in connection with this Proxy Statement.
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