Pottery Barn 2012 Annual Report Download - page 154

STOCKHOLDER PROPOSALS
How can stockholders submit a proposal for inclusion in our Proxy Statement for the 2014 Annual
Meeting?
To be included in our Proxy Statement for the 2014 Annual Meeting of Stockholders, stockholder proposals must
comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934 and be received by our
Secretary at our principal executive offices no later than December 11, 2013.
How can stockholders submit proposals to be raised at the 2014 Annual Meeting that will not be included
in our Proxy Statement for the 2014 Annual Meeting?
To be raised at the 2014 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 30, 2014, the anniversary of our 2013 Annual Meeting. Therefore, stockholder proposals must
be received by our Secretary at our principal executive offices between January 30, 2014 and March 1, 2014 in
order to be raised at our 2014 Annual Meeting.
What if the date of the 2014 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 2014 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 2014 Annual Meeting changes by more than 30 days from the
anniversary of this year’s Annual Meeting, stockholder proposals to be brought before the 2014 Annual Meeting
must be delivered not later than the 90th day prior to the 2014 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 2014 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.
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