Pottery Barn 2013 Annual Report Download - page 151

The Compensation Committee has delegated to the Incentive Award Committee the authority to grant equity
awards under the company’s 2001 Long-Term Incentive Plan to non-executive officer employees with a
corporate rank at or below Senior Vice President. The Chief Executive Officer believes it is important to provide
our associates with long-term incentive vehicles that are directly linked to stockholder return. Granting equity-
based incentives aligns the interests of our associates with those of our stockholders and reinforces the
company’s pay-for-performance strategy. This delegation is reviewed by the Compensation Committee annually
and includes limitations on the number of shares subject to the grants, both on an individual basis and in the
aggregate. Reports of awards made by the Incentive Award Committee are included in the materials presented at
the Compensation Committee’s regularly scheduled meetings.
STOCKHOLDER PROPOSALS
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, 2014 in
order to be included in our Proxy Statement for the 2015 Annual Meeting.
In order to submit a proposal to be raised at the 2015 Annual Meeting that will not be included in our Proxy
Statement for the 2015 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 29, 2015, the anniversary of our 2014 Annual Meeting. Therefore, stockholder proposals must
be received by our Secretary at our principal executive offices between January 29, 2015 and February 28, 2015
in order to be raised at our 2015 Annual Meeting.
Under Rule 14a-8 of the Securities Exchange Act of 1934, as amended, if the date of the 2015 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 2015 Annual Meeting changes by more than 30 days from the
anniversary of this year’s Annual Meeting, stockholder proposals to be brought before the 2015 Annual Meeting
must be delivered not later than the 90th day prior to the 2015 Annual Meeting or the 10th day following the day
on which public announcement of the date of such meeting is first made by us.
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 described under the section “Corporate
Governance—Board Committees—Nominations and Corporate Governance Committee” 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.
If we receive notice of a matter to come before the 2015 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.
Stockholder proposals should be sent to: Williams-Sonoma, Inc., Attention: Corporate Secretary, 3250 Van Ness
Avenue, San Francisco, California 94109.
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Proxy