Pottery Barn 2013 Annual Report Download - page 102

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• In evaluating the qualifications of candidates for the Board, the Nominations and Corporate Governance
Committee considers many factors, including issues of character, judgment, independence, financial
expertise, industry experience, range of experience, and other commitments. The Nominations and
Corporate Governance Committee values diversity, but does not assign any particular weight or priority
to any particular factor. The Nominations and Corporate Governance Committee considers each
individual candidate in the context of the current perceived needs of the Board as a whole. While the
Nominations and Corporate Governance Committee has not established specific minimum qualifications
for director candidates, it believes that candidates and nominees must be suitable for a Board that is
composed of directors (i) a majority of whom are independent; (ii) who are of high integrity; (iii) who
have qualifications that will increase the overall effectiveness of the Board; and (iv) who meet the
requirements of all applicable rules, such as financial literacy or financial expertise with respect to Audit
and Finance Committee members;
• In evaluating and identifying candidates, the Nominations and Corporate Governance Committee has the
sole authority to retain and terminate any third party search firm that is used to identify director
candidates and the sole authority to approve the fees and retention terms of any search firm;
• After such review and consideration, the Nominations and Corporate Governance Committee
recommends to the Board the slate of director nominees; and
• The Nominations and Corporate Governance Committee endeavors to notify, or cause to be notified, all
director candidates of the decision as to whether to nominate individuals for election to the Board.
There are no differences in the manner in which the Nominations and Corporate Governance Committee
evaluates nominees for director based on whether the nominee is recommended by a stockholder, management or
a search firm.
Stockholder Recommendations
The Nominations and Corporate Governance Committee will consider suggestions from stockholders regarding
possible director candidates for election at next year’s Annual Meeting. Pursuant to our Stockholder
Recommendations Policy, the Nominations and Corporate Governance Committee considers 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.
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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