Pottery Barn 2013 Annual Report Download - page 95
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basis, of the compensation of our Named Executive Officers, and “FOR” the ratification of the selection of
Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending
February 1, 2015.
What are the directions to attend the Annual Meeting and vote in person?
The following are directions to attend the Annual Meeting from various locations around the San Francisco Bay
Area:
From the South Bay
Take US-101 Northbound toward San Francisco
Take the US-101 exit on the left
Keep left at the fork to continue on US-101 North
Take exit 434A to merge onto Mission Street/US-101
Turn left at US-101/South Van Ness Avenue
Continue North on Van Ness Avenue
Destination will be on the right
From the East Bay
Take I-80 Westbound across the Bay Bridge toward San Francisco
Take exit 1B to merge onto US-101 North
Take exit 434A to merge onto Mission Street/US-101
Turn left at US-101/South Van Ness Avenue
Continue North on Van Ness Avenue
Destination will be on the right
From the North Bay
Take US-101 Southbound across the Golden Gate Bridge toward San Francisco
Exit onto Richardson Avenue/US-101 toward Lombard Street
Continue to follow US-101
Turn left at US-101/Van Ness Avenue
Continue North on Van Ness Avenue
Destination will be on the right
How many shares must be present to transact business at the Annual Meeting?
Stockholders holding a majority of our outstanding shares as of the record date must be present in person or by
proxy at the Annual Meeting so that we may transact business. This is known as a quorum. Shares that are voted
in person, on the Internet, by telephone or by signed proxy card, and abstentions and broker non-votes, will be
included in the calculation of the number of shares considered to be present for purposes of determining whether
there is a quorum at the Annual Meeting.
What is a broker non-vote?
The term broker non-vote refers to shares that are held of record by a broker for the benefit of the broker’s clients
but that are not voted at the Annual Meeting by the broker on certain non-routine matters set forth in New York
Stock Exchange, or NYSE, Rule 402.08(B) because the broker did not receive instructions from the broker’s
clients on how to vote the shares and, therefore, was prohibited from voting the shares.
How many votes are needed to elect directors?
Pursuant to a majority voting bylaw adopted by our Board of Directors and further described in our Amended
and Restated Bylaws, the election of each of the nine director nominees requires the affirmative vote of a
3
Proxy