Pottery Barn 2013 Annual Report Download - page 96

majority of the votes cast at the Annual Meeting with respect to each nominee. The number of shares voted “for”
a director nominee must exceed the number of votes cast “against” that nominee for the nominee to be elected as
a director to serve until the next annual meeting or until his or her successor has been duly elected and qualified.
Your proxy will be voted in accordance with your instructions. If no instructions are given, the proxy holders will
vote “FOR” each of the director nominees. If you hold your shares through a brokerage, bank or other nominee,
or in “street name,” it is important to cast your vote if you want it to count in the election of directors. If you hold
your shares in street name and you do not instruct your bank or broker how to vote your shares in the election of
directors, no votes will be cast on your behalf. Broker non-votes and abstentions will have no effect on the
outcome of the election.
Pursuant to the resignation policy adopted by our Board of Directors and further described in our Corporate
Governance Guidelines, any nominee for director who is not elected shall promptly tender his or her resignation
to our Board of Directors following certification of the stockholder vote. The Nominations and Corporate
Governance Committee will consider the resignation offer and recommend to our Board of Directors the action
to be taken with respect to the offered resignation. In determining its recommendation, the Nominations and
Corporate Governance Committee shall consider all factors it deems relevant. Our Board of Directors will act on
the Nominations and Corporate Governance Committee’s recommendation within 90 days following certification
of the stockholder vote and will publicly disclose its decision with respect to the director’s resignation offer (and
the reasons for rejecting the resignation offer, if applicable).
Any director who tenders his or her resignation pursuant to the resignation policy shall not participate in the
Nominations and Corporate Governance Committee’s recommendation or Board of Directors action regarding
whether to accept the resignation offer. If each member of the Nominations and Corporate Governance Committee
is required to tender his or her resignation pursuant to the resignation policy in the same election, then the
independent directors of our Board of Directors who are not required to tender a resignation pursuant to the
resignation policy shall consider the resignation offers and make a recommendation to our Board of Directors.
To the extent that one or more directors’ resignations are accepted by our Board of Directors, our Board of
Directors in its discretion may determine either to fill such vacancy or vacancies or to reduce the size of the
Board within the authorized range.
How many votes are needed to approve Proposals 2 and 3?
Proposals 2 and 3 require the affirmative vote of holders of a majority of voting power entitled to vote thereon,
present in person or represented by proxy, at the Annual Meeting. Proxy cards marked “abstain” will have the
effect of a “NO” vote and broker non-votes will have no effect on the outcome of the vote.
The outcome of Proposal 2, the advisory vote on the approval of the compensation of our Named Executive
Officers, will not be binding on us or the Board. However, the Board and the Compensation Committee will
review the voting results and take them into consideration when making future decisions regarding executive
compensation.
Are there any stockholder proposals this year?
No stockholder proposals are included in this Proxy Statement, and we have not received notice of any
stockholder proposals to be raised at this year’s Annual Meeting.
What if I want to change my vote(s)?
You may revoke your proxy prior to the close of voting at the Annual Meeting by any of the following methods:
• sending written notice of revocation to our Secretary;
• sending a signed proxy card bearing a later date;
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