Pottery Barn 2014 Annual Report Download

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2014
ANNUAL
REPORT
Annual Meeting of Stockholders

Table of contents

  • Page 1
    2014 ANNUAL REPORT Annual Meeting of Stockholders

  • Page 2

  • Page 3
    LETTERS TO STOCKHOLDERS 2014 ANNUAL REPORT POTTERY BARN POTTERY BARN KIDS PBTEEN WILLIAMS-SONOMA WILLIAMS-SONOMA HOME WEST ELM MARK AND GRAHAM REJUVENATION

  • Page 4
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  • Page 5
    ... brands - Pottery Barn, Williams-Sonoma, West Elm, Pottery Barn Kids, PBteen, Rejuvenation, and Mark and Graham - across both our retail and e-commerce channels. Our highlyprofitable e-commerce business represented over 50% of total revenue. Our Board is focused on creating long-term value for our...

  • Page 6
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  • Page 7
    ... e-commerce business, which now accounts for over 50% of total revenues. At the same time, we continued to invest in building our brands and the multi-channel platform supporting them. Our Williams-Sonoma brand continues to post improving results. We see excellent growth ahead for our Pottery Barn...

  • Page 8
    ... new store designs that will provide a more immersive experience and complement the high-touch, personalized service that has been our hallmark. Our catalogs are evolving, with new formats that target customers' specialized interests, inspiring our customers with cooking and entertaining ideas...

  • Page 9
    ..., Chief Executive Officer and Director Stockholders Letters These letters contain forward-looking statements. Please see the section titled "Forward-Looking Statements" on page 1 of our Annual Report on Form 10-K for the fiscal year ended February 1, 2015, which is part of this Annual Report to...

  • Page 10
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  • Page 11
    FORM 10 -K 2014 ANNUAL REPORT POTTERY BARN POTTERY BARN KIDS PBTEEN WILLIAMS-SONOMA WILLIAMS-SONOMA HOME WEST ELM MARK AND GRAHAM REJUVENATION

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  • Page 13
    ... all persons as of August 3, 2014 listed as executive officers and directors with the Securities and Exchange Commission. This aggregate market value includes all shares held in the Williams-Sonoma, Inc. Stock Fund within the registrant's 401(k) Plan. As of March 30, 2015, 91,642,370 shares of...

  • Page 14
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  • Page 15
    ... product lines and bring in new customers; our belief that our direct-mail catalogs and the Internet act as a cost-efficient means of testing market acceptance of new products and new brands; the complementary nature of our e-commerce and retail channels; our marketing efforts; our global business...

  • Page 16
    ... About Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information PART III Directors, Executive Officers and Corporate Governance Executive...

  • Page 17
    ..., style and value. Pottery Barn stores, website, and catalogs are specially designed to make shopping an enjoyable experience, with inspirational lifestyle displays dedicated to every space in the home. Pottery Barn products include furniture, bedding, bathroom accessories, rugs, curtains, lighting...

  • Page 18
    ... 2012, Mark and Graham is designed to be a premier destination for personalized gift buying. With over 100 monograms and font types to choose from, a Mark and Graham purchase is uniquely personal. The brand's product lines include women's and men's accessories, small leather goods, jewelry, key item...

  • Page 19
    ... general pattern associated with the retail industry. In anticipation of our holiday selling season, we hire a substantial number of additional temporary employees in our retail stores, customer care centers and distribution centers, and incur significant fixed catalog production and mailing costs...

  • Page 20
    ... associated with our business is set forth below. You should carefully consider such risks and uncertainties, together with the other information contained in this report and in our other public filings. If any of such risks and uncertainties actually occurs, our business, financial condition...

  • Page 21
    ...a similar change in buying trends for other home furnishings. If we misjudge either the market for our merchandise or our customers' purchasing habits, our sales may decline significantly or may be delayed while we work to fill backorders. We may be required to mark down certain products to sell any...

  • Page 22
    ...years and is a significant part of our sales and profits. The success of our e-commerce business depends, in part, on third parties and factors over which we have limited control. We must continually respond to changing consumer preferences and buying trends relating to e-commerce usage. Our success...

  • Page 23
    ... from numerous foreign and domestic manufacturers and importers. We have no contractual assurances of continued supply, pricing or access to new products, and any vendor could change the terms upon which it sells to us, discontinue selling to us, or go out of business at any time. We may not be able...

  • Page 24
    ... fiscal 2013 we opened our first company-owned retail stores and launched e-commerce sites outside of North America as part of our overall global expansion strategy. While our global expansion to date has been a small part of our business, we plan to continue to increase the number of stores we open...

  • Page 25
    ... our ability to increase our sales and profits. Approximately 50% of our net revenues are generated by our retail stores. Our ability to open additional stores or close existing stores successfully will depend upon a number of factors, including general economic conditions; our identification of...

  • Page 26
    ... our costs; effectively managing increasingly competitive promotional activity; developing new innovative shopping experiences, like mobile and tablet applications that effectively engage today's digital customers; developing innovative, high-quality products in colors and styles that appeal...

  • Page 27
    ... are an important component of our business. Postal rate increases, such as the recent increases that went into effect in the U.S. in 2013 and 2014, affect the cost of our catalog mailings. We rely on discounts from the basic postal rate structure, which could be changed or discontinued at any time...

  • Page 28
    ... market price of our common stock. Various factors affect comparable brand revenues, including the number, size and location of stores we open, close, remodel or expand in any period, the overall economic and general retail sales environment, consumer preferences and buying trends, changes in sales...

  • Page 29
    ... newest brands and brand extensions - Williams-Sonoma Home, PBteen and Mark and Graham, and any other new brands, as well as our acquired brand, Rejuvenation, or our expansion into new lines of business, including commercial furniture, may not grow as we project and plan for. The work involved with...

  • Page 30
    ... personnel. To be successful, we need to manage our operating costs and continue to look for opportunities to reduce costs. We recognize that we may need to increase the number of our employees, especially during holiday selling seasons, and incur other expenses to support new brands and brand...

  • Page 31
    ..., there appears to be a growing number of wage-and-hour lawsuits and other employment-related lawsuits against retail companies, especially in California. State, federal and global laws and regulations regarding employment change frequently and the ultimate cost of compliance cannot be precisely...

  • Page 32
    .... In anticipation of increased holiday sales activity, we incur certain significant incremental expenses prior to and during peak selling seasons, including fixed catalog production and mailing costs and the costs associated with hiring a substantial number of temporary employees to supplement our...

  • Page 33
    ...new product development initiatives and unanticipated capital expenditures, which could adversely affect our financial performance. Further, our Board of Directors may, at its discretion, decrease the intended level of dividends or entirely discontinue the payment of dividends at any time. The stock...

  • Page 34
    ...ITEM 2. PROPERTIES We lease store locations, distribution centers, corporate facilities and customer care centers for our U.S. and foreign operations for original terms ranging generally from 3 to 22 years. Certain leases contain renewal options for periods of up to 20 years. For our store locations...

  • Page 35
    ...to the ordinary course of our business. These disputes, which are not currently material, are increasing in number as our business expands and our company grows larger. We review the need for any loss contingency reserves and establish reserves when, in the opinion of management, it is probable that...

  • Page 36
    ...AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET INFORMATION Our common stock is traded on the New York Stock Exchange, or the NYSE, under the symbol WSM. The following table sets forth the high and low selling prices of our common stock on the NYSE for the periods indicated: Fiscal 2014 Quarter 3rd...

  • Page 37
    ... shows historical stock price performance, including reinvestment of dividends, and is not necessarily indicative of future performance. COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN* Among Williams-Sonoma, Inc., the NYSE Composite Index, and the S&P Retailing Index $500 $450 $400 $350 Form 10...

  • Page 38
    ...the fourth quarter of fiscal 2014 under our current $750,000,000 stock repurchase program: Total Number of Shares Purchased Maximum Total Number of Dollar Value of Average Shares Purchased as Shares That May Price Paid Part of a Publicly Yet Be Purchased Per Share Announced Program Under the Program...

  • Page 39
    ... share (book value) Return on equity Annual dividends declared per share E-commerce Net Revenues E-commerce net revenue growth E-commerce net revenues as a percent of net revenues Retail Net Revenues Retail net revenue growth Retail net revenues as a percent of net revenues Number of stores at year...

  • Page 40
    ... than 50% of our total company net revenues in fiscal 2014 versus 48% in fiscal 2013. Retail net revenues in fiscal 2014 increased by $55,158,000, or 2.4%, compared to fiscal 2013, led by West Elm and Pottery Barn, partially offset by a decrease in Williams-Sonoma due to store closures at the end of...

  • Page 41
    ... our e-commerce websites and our catalogs, as well as shipping fees. Retail net revenues include sales of merchandise to customers at our retail stores, as well as shipping fees on any products shipped to our customers' homes. Shipping fees consist of revenue received from customers for delivery of...

  • Page 42
    ... 2012 Store Count 253 192 84 48 4 581 Avg. LSF Per Store 6,600 13,900 8,100 14,900 13,200 9,900 Williams-Sonoma Pottery Barn Pottery Barn Kids West Elm Rejuvenation Total Retail net revenues in fiscal 2014 increased by $55,158,000, or 2.4%, compared to fiscal 2013, led by West Elm and Pottery Barn...

  • Page 43
    ... 2012 (53 Weeks) $1,183,313 % Net Revenues 29.3% Form 10-K Selling, general and administrative expenses consist of non-occupancy related costs associated with our retail stores, distribution warehouses, customer care centers, supply chain operations (buying, receiving and inspection) and corporate...

  • Page 44
    .... In the retail channel, selling, general and administrative expenses as a percentage of net revenues increased in fiscal 2014 compared to fiscal 2013 primarily driven by employment cost deleverage, partially offset by lower general expenses. Fiscal 2013 vs. Fiscal 2012 Selling, general and...

  • Page 45
    ...in inventory purchases and an increase in net earnings adjusted for non-cash items, partially offset by the timing of payments associated with accounts payable and accrued liabilities. For fiscal 2013, net cash provided by operating activities was $453,769,000 compared to $364,127,000 in fiscal 2012...

  • Page 46
    ... and determinable as of the reporting date. See Note E to our Consolidated Financial Statements for discussion of our operating leases. Represents estimated commitments at year-end to purchase inventory and other goods and services in the normal course of business to meet operational requirements...

  • Page 47
    ... prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these Consolidated Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related...

  • Page 48
    ...related to our fiscal 2011 acquisition of Rejuvenation Inc. We did not recognize any goodwill impairment in fiscal 2014, fiscal 2013 or fiscal 2012. Self-Insured Liabilities We are primarily self-insured for workers' compensation, employee health benefits and product and general liability claims. We...

  • Page 49
    ... claims data. Self-insurance reserves for employee health benefits, workers' compensation and product and general liability claims were $24,901,000 and $21,755,000 as of February 1, 2015 and February 2, 2014, respectively. Income Taxes Income taxes are accounted for using the asset and liability...

  • Page 50
    ... these increased costs may have on our financial statements or results of operations. In addition, our retail and e-commerce businesses in Canada, Australia and the United Kingdom, and our operations throughout Asia and Europe, expose us to market risk associated with foreign currency exchange rate...

  • Page 51
    ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Williams-Sonoma, Inc. Consolidated Statements of Earnings Fiscal Year Ended In thousands, except per share amounts Net revenues Cost of goods sold Gross profit Selling, general and administrative expenses Operating income Interest (income) expense...

  • Page 52
    ... catalog expenses Prepaid expenses Deferred income taxes, net Other assets Total current assets Property and equipment, net Non-current deferred income taxes, net Other assets, net Total assets LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable Accrued salaries, benefits...

  • Page 53
    Williams-Sonoma, Inc. Consolidated Statements of Stockholders' Equity Additional Common Stock Paid-in Shares Amount Capital Accumulated Other Total Comprehensive Treasury Stockholders' Income Stock Equity In thousands Retained Earnings Balance at January 29, 2012 Net earnings Foreign currency ...

  • Page 54
    ...to stock-based awards Excess tax benefit related to stock-based awards Stock-based compensation expense Other Changes in: Accounts receivable Merchandise inventories Prepaid catalog expenses Prepaid expenses and other assets Accounts payable Accrued salaries, benefits and other current and long-term...

  • Page 55
    ...merchandise strategies - Williams-Sonoma, Pottery Barn, Pottery Barn Kids, West Elm, PBteen, WilliamsSonoma Home, Rejuvenation, and Mark and Graham - are marketed through e-commerce websites, direct mail catalogs and 601 stores. We have retail and e-commerce businesses in the U.S., Canada, Australia...

  • Page 56
    ...reserve calculations contain estimates that require management to make assumptions and to apply judgment regarding a number of factors, including market conditions, the selling environment, historical results and current inventory trends. If actual obsolescence or shrinkage estimates change from our...

  • Page 57
    ... for employee health benefits, workers' compensation and product and general liability claims were $24,901,000 and $21,755,000 as of February 1, 2015 and February 2, 2014, respectively. Customer Deposits Customer deposits are primarily comprised of unredeemed gift cards and merchandise credits and...

  • Page 58
    ... credit derivative market rates (refer to Notes M and N for additional information). Revenue Recognition We recognize revenues and the related cost of goods sold (including shipping costs) at the time the products are delivered to our customers. Revenue is recognized for retail sales (excluding home...

  • Page 59
    .... Restricted stock units are valued using the closing price of our stock on the date prior to the date of grant. The fair value of each stock-based award is amortized over the requisite service period. Foreign Currency Translation As of February 1, 2015, our retail stores in Canada, Australia and...

  • Page 60
    ... or new lenders to increase the credit facility by up to $250,000,000, at such lenders' option, to provide for a total of $750,000,000 of unsecured revolving credit. As of February 1, 2015, we were in compliance with our financial covenants under the credit facility and, based on current projections...

  • Page 61
    ...to estimate the tax liability that might be payable if these foreign earnings were to be repatriated. A reconciliation of income taxes at the federal statutory corporate rate to the effective rate is as follows: Fiscal Year Ended Feb. 1, 2015 Feb. 2, 2014 Feb. 3, 2013 (52 Weeks) (52 Weeks) (53 Weeks...

  • Page 62
    ... next twelve months by a range of $0 to $1,900,000. We file income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The Internal Revenue Service (IRS) had concluded examination of our U.S. federal income tax returns for years prior to fiscal 2011 without any...

  • Page 63
    ... E: Accounting for Leases Operating Leases We lease store locations, distribution centers, customer care centers, corporate facilities and certain equipment for original terms ranging generally from 3 to 22 years. Certain leases contain renewal options for periods up to 20 years. The rental payment...

  • Page 64
    ... month-to-month basis. We subsequently agreed to lease the facilities from Partnership 1 through February 2014, at which time the lease was terminated and we vacated the facility. We made annual rental payments of approximately $28,000 in fiscal 2014, and $618,000 in both fiscal 2013 and fiscal 2012...

  • Page 65
    ... shares on a per person basis and have a maximum term of seven years. The exercise price of these option awards is not less than 100% of the closing price of our stock on the day prior to the grant date. Option awards granted to employees generally vest over a period of four years for service-based...

  • Page 66
    ...the excess of the market value over the conversion price on the date of conversion. Restricted Stock Units The following table summarizes our restricted stock unit activity during fiscal 2014: Weighted Average Weighted Average Grant Date Contractual Term Shares Fair Value Remaining (Years) 3,079,651...

  • Page 67
    ... Williams-Sonoma, Inc. Stock Fund. The profit sharing and ESOP components of the 401(k) Plan are considered a single plan under Code section 414(l). We also have a nonqualified executive deferred compensation plan that provides supplemental retirement income benefits for a select group of management...

  • Page 68
    ... strategies: Williams-Sonoma, Pottery Barn, Pottery Barn Kids, West Elm and Rejuvenation, which sell our products through our retail stores. Our retail merchandising strategies are operating segments, which have been aggregated into one reportable segment, retail. Management's expectation...

  • Page 69
    ... retail and e-commerce businesses in Canada, Australia and the United Kingdom, and operations throughout Asia and Europe, which expose us to market risk associated with foreign currency exchange rate fluctuations. Substantially all of our purchases and sales are denominated in U.S. dollars, which...

  • Page 70
    ... subsidiaries. These hedges generally have terms of up to 12 months. All hedging relationships are formally documented, and the forward contracts are designed to mitigate foreign currency exchange risk on hedged transactions. We record the effective portion of changes in the fair value of our cash...

  • Page 71
    ...include unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the underlying asset or liability. Fiscal 2014 (52 Weeks) $ 741 1,153 (573) $ 1,321 Fiscal 2013 (52 Weeks) $ 0 870 (129) $ 741 Form 10-K • The fair values of our cash and...

  • Page 72
    ...-market pricing as a practical expedient for fair value measurements. Key inputs for currency derivatives are the spot rates, forward rates, interest rates and credit derivative market rates. The counterparties associated with our foreign currency forward contracts are large credit-worthy financial...

  • Page 73
    ... provide a reasonable basis for our opinions. A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board...

  • Page 74
    ..., the financial position of Williams-Sonoma, Inc. and subsidiaries as of February 1, 2015 and February 2, 2014, and the results of their operations and their cash flows for each of the three years in the period ended February 1, 2015, in conformity with accounting principles generally accepted in...

  • Page 75
    ...of our financial statements in accordance with generally accepted accounting principles. Further, because of changes in conditions, the effectiveness of any internal control may vary over time. Our management assessed the effectiveness of the company's internal control over financial reporting as of...

  • Page 76
    ... registered public accounting firm audited the Consolidated Financial Statements included in this Annual Report on Form 10-K and the Company's internal control over financial reporting. Their audit report appears on pages 59 through 60 of this Annual Report on Form 10-K. Changes in Internal Control...

  • Page 77
    ...Officers," "Audit and Finance Committee Report," "Corporate Governance-Corporate Governance Guidelines and Code of Business Conduct and Ethics," "Corporate Governance-Audit and Finance Committee" and "Section 16(a) Beneficial Ownership Reporting Compliance" in our Proxy Statement. ITEM 11. EXECUTIVE...

  • Page 78
    ... of Cash Flows for the fiscal years ended February 1, 2015, February 2, 2014 and February 3, 2013 Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Quarterly Financial Information (a)(2) Financial Statement Schedules: Schedules have been omitted...

  • Page 79
    ... requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. WILLIAMS-SONOMA, INC. Date: April 2, 2015 By /s/ LAURA J. ALBER Chief Executive Officer Pursuant to the...

  • Page 80
    ... HOLDERS, INCLUDING INDENTURES 4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K as filed with the Commission on May 25, 2011, File No. 001-14077) FINANCING AGREEMENTS 10.1* Sixth Amended and Restated Credit Agreement, dated...

  • Page 81
    ...on June 12, 2014, File No. 001-14077) Form of Williams-Sonoma, Inc. 2001 Long Term Incentive Plan Performance Stock Unit Award Agreement for Grants to Employees (incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the fiscal year ended February 2, 2014 as filed...

  • Page 82
    ... Definitive Proxy Statement on Schedule 14A as filed with the Commission on April 6, 2012, File No. 001-14077) Williams-Sonoma, Inc. Pre-2005 Executive Deferral Plan (incorporated by reference to Exhibit 10.40 to the Company's Annual Report on Form 10-K for the fiscal year ended February 1, 2009 as...

  • Page 83
    ...'s Annual Report on Form 10-K for the fiscal year ended February 3, 2002 as filed with the Commission on April 29, 2002, File No. 001-14077) Memorandum of Understanding between the Company and the State of Mississippi, Mississippi Business Finance Corporation, Desoto County, Mississippi, the City of...

  • Page 84
    ..., 2011, File No. 001-14077) 2012 EVP Level Management Retention Plan (incorporated by reference to Exhibit 10.63 to the Company's Annual Report on Form 10-K for the fiscal year ended February 3, 2013 as filed with the Commission on April 4, 2013, File No. 001-14077) Separation Agreement and General...

  • Page 85
    ...pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as...

  • Page 86
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  • Page 87
    NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS - PROXY STATEMENT 2014 ANNUAL REPORT POTTERY BARN POTTERY BARN KIDS PBTEEN WILLIAMS-SONOMA WILLIAMS-SONOMA HOME WEST ELM MARK AND GRAHAM REJUVENATION

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  • Page 89
    ... DATE: May 29, 2015 TIME: 9:00 a.m. Pacific Time PLACE: Williams-Sonoma, Inc. 3250 Van Ness Avenue San Francisco, California 94109 ITEMS OF BUSINESS: 1) 2) The election of our Board of Directors; The amendment and restatement of the Williams-Sonoma, Inc. 2001 Long-Term Incentive Plan to increase...

  • Page 90
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  • Page 91
    ... AND RELATED TRANSACTIONS ...SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE ...SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT ...EQUITY COMPENSATION PLAN INFORMATION ...STOCKHOLDER PROPOSALS ...AVAILABILITY OF PROXY STATEMENT AND ANNUAL REPORT ON FORM 10-K ...1 6 14 19...

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  • Page 93
    ... Meeting will be held at our corporate headquarters located at 3250 Van Ness Avenue, San Francisco, California 94109. Our Annual Report to Stockholders for the fiscal year ended February 1, 2015, or fiscal 2014, including our financial statements for fiscal 2014, is also included with this Proxy...

  • Page 94
    ...proxy card before the Annual Meeting. Proxies properly executed, returned to us on a timely basis and not revoked will be voted in accordance with the instructions contained in the proxy. If any matter not described in this Proxy Statement is properly presented for action at the meeting, the persons...

  • Page 95
    ... registered public accounting firm for the fiscal year ending January 31, 2016. May I attend the Annual Meeting? Only stockholders of record at the close of business on March 30, 2015, the record date, are entitled to attend the Annual Meeting. Stockholders planning to attend the Annual Meeting...

  • Page 96
    ...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...

  • Page 97
    ... stockholder would like a separate Notice or Annual Report and Proxy Statement by phone at 415-421-7900 or by mail at the following mailing address: Williams-Sonoma, Inc., Attention: Annual Report Administrator, 3250 Van Ness Avenue, San Francisco, California 94109. If we receive such notification...

  • Page 98
    ...with current trends in corporate governance best practices. Our Chief Executive Officer is responsible for day-to-day leadership and for setting the strategic direction of the company, while the Chairman of the Board provides independent oversight and advice to our management team, and presides over...

  • Page 99
    ... the company's compensation programs and policies. Accordingly, Cook & Co. evaluated the company's executive and non-executive compensation programs for such risk and the mechanisms in our programs designed to mitigate these risks. Among other things, Cook & Co. reviewed our pay philosophy, forms of...

  • Page 100
    ... the report that the SEC rules require to be included in our annual proxy statement; • Reviews the financial impact of selected strategic initiatives, and reviews and recommends for Board approval selected financing, dividend and stock repurchase policies and plans; and • Assists the Board with...

  • Page 101
    ... of the director nominees described in the company's 2014 Proxy Statement; • Managed the annual Board self-assessment process; and • Reviewed compensation for the Board of Directors. Director Nominations The Nomination and Corporate Governance Committee's criteria and process for evaluating...

  • Page 102
    ... 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...

  • Page 103
    ... price of our common stock on the trading day prior to the grant date, rounding down to the nearest whole share. Directors also received dividend equivalent payments with respect to outstanding restricted stock unit awards. Value of Annual Compensation Annual Cash Compensation for Board Service...

  • Page 104
    ... table, by the closing price of our common stock on the trading day prior to the grant date, rounding down to the nearest whole share. (2) Represents the fair market value associated with a restricted stock unit award of 5,381 shares of common stock made on May 29, 2014, with a fair value as of the...

  • Page 105
    ... Williams-Sonoma, Inc., Attention: Corporate Secretary, 3250 Van Ness Avenue, San Francisco, California 94109. To date, there have been no waivers that apply to our Chief Executive Officer, Chief Financial Officer, Controller or persons performing similar functions under our Code of Business Conduct...

  • Page 106
    ... 2013 • Executive Vice President, Chief Strategy and Business Development Officer, since 2014 • Executive Vice President, Chief Marketing Officer, 2000 - 2014 • Executive Vice President, General Manager, Catalog, 1995 - 2000 • Director, CafePress.com (customized and personalized products...

  • Page 107
    ... over 17 years of experience as a 2006 - 2007 public company director • Chief Executive Officer, Burberry • Strong understanding of global Group plc, 1997 - 2006 brand management, • President, Saks Fifth Avenue merchandising, marketing and (specialty department store), product development 1992...

  • Page 108
    ... public companies Administrative Officer, Skype • Deep understanding of accounting Limited (video and voice principles and financial reporting communications software), rules and regulations, including 2010 - 2011 how internal controls are effectively managed within • Executive Vice President...

  • Page 109
    ...chief financial officer Committee of a large public company • Executive Vice President, Chief • Extensive experience as an Financial Officer, The Gap, Inc. executive in the retail industry, (clothing), since 2008 including 14 years at The Gap, Inc. • Executive Vice President, Corporate Finance...

  • Page 110
    ...attend meetings of the Board, but do not vote on Board matters. The following table sets forth information, as of March 30, 2015, with respect to our Director Emeritus. Director Emeritus Since Director Emeritus Positions with the Company and Business Experience Charles E. Williams ...Age 99 2003...

  • Page 111
    ... Pursuant to Section 162(m), the company generally may not deduct for federal income tax purposes compensation paid to our Chief Executive Officer or our three other highest paid employees (other than our principal financial officer) to the extent such compensation exceeds $1,000,000 per person in...

  • Page 112
    ...1993 Stock Option Plan and the 2000 Nonqualified Stock Option Plan are no longer used to grant awards. On March 30, 2015, the closing price of a share of our common stock on the New York Stock Exchange was $79.11. To the extent permitted by stock exchange regulations, awards granted or shares issued...

  • Page 113
    ... price of stock options or stock appreciation rights that have been granted, including cancelling an existing stock option or stock appreciation right having an exercise price that exceeds the fair market value of the underlying stock in exchange for a new award (including a stock option or stock...

  • Page 114
    ... price of the shares subject to each option is set by the committee, but cannot be less than 100% of the fair market value on the date of grant of the shares covered by the option. The fair market value of shares covered by an option is calculated as the closing price of our stock on the trading day...

  • Page 115
    ... and/or on continued service to us. The shares available for issuance under the plan will be reduced by one and nine-tenths shares for every one share issued subject to a restricted stock award that is granted with a purchase or exercise price of less than 100% of fair market value on or after May...

  • Page 116
    ... right and the terms, conditions and restrictions related to the award. Exercise Price of a Stock Appreciation Right The exercise price of the shares subject to each stock appreciation right is set by the committee, but cannot be less than 100% of the fair market value on the date of grant of...

  • Page 117
    ... shares payable under a deferred stock award for an additional specified period or until a specified event, if the election is made in accordance with the requirements of Section 409A of the Internal Revenue Code. Performance Goals We have designed the plan in a manner intended to permit us to pay...

  • Page 118
    ... payment will not reduce the number of shares available under the plan (and in the case of stock options and stock appreciation rights will reduce the available number of shares by the number of shares having a fair market value equal to the cash delivered). However, shares purchased by the company...

  • Page 119
    ...with the Internal Revenue Service, to recognize income at the time he or she receives the award in an amount equal to the fair market value of the shares underlying the award (less any cash paid for the shares) on the date the award is granted. Restricted Stock Units A participant generally will not...

  • Page 120
    ... of an award, and may be subject to additional taxes under Section 409A and comparable state laws. Dividend Equivalents A participant generally will recognize ordinary income each time a payment is made or shares are received pursuant to the dividend equivalent equal to the fair market value of the...

  • Page 121
    ... the plan. The following table sets forth information as of February 1, 2015 with respect to awards granted during fiscal 2014 under the 2001 Long-Term Incentive Plan to the individuals and groups specified below. Williams-Sonoma, Inc. 2001 Long-Term Incentive Plan Restricted Stock or Options Stock...

  • Page 122
    ...markets in which we compete. Such awards also are crucial to our ability to motivate employees to achieve our goals. We will benefit from increased stock ownership by selected executives, other employees and non-employee directors. The increase in the reserve of common stock available under the plan...

  • Page 123
    ... base salary increases in light of demonstrated strong performance. The base salary of our Chief Executive Officer remained unchanged. • Performance-Based Cash Bonus: Performance-based cash bonuses were paid for fiscal 2014 performance in alignment with the company's earnings per share goal...

  • Page 124
    ...not binding on the company, the Compensation Committee or our Board. Our Board and our Compensation Committee value the opinions of our stockholders and to the extent there is any significant vote against the Named Executive Officer compensation as disclosed in this Proxy Statement, we will consider...

  • Page 125
    ...$1,784,000 for fiscal 2014 and $1,608,000 for fiscal 2013 for professional services to (i) audit our consolidated financial statements and perform an assessment of the effectiveness of our internal control over financial reporting included in our Annual Report on Form 10-K, (ii) review our condensed...

  • Page 126
    ...person or represented by proxy, at the Annual Meeting must vote "FOR" this proposal. If stockholders vote against this proposal, the Audit and Finance Committee will consider interviewing other independent registered public accounting...public accounting firm if this proposal is not approved. THE BOARD...

  • Page 127
    ... of Deloitte's current or former audit team is or has been employed by the company in a financial reporting oversight role; (ii) our review of audit and non-audit fees; and (iii) the written communications from Deloitte as required by Public Company Accounting Oversight Board, or PCAOB, requirements...

  • Page 128
    ... its independence; and Based on the review and discussions referred to in items (1) through (3) above, the Audit and Finance Committee recommended to the Board that the audited financial statements be included in the company's Annual Report on Form 10-K for fiscal 2014 for filing with the SEC. AUDIT...

  • Page 129
    ... 2008 - 2013 Executive Vice President, Pottery Barn Kids and PBteen Brands, 2006 - 2008 Senior Vice President, General Merchandising Manager, 2003 - 2006 Senior Vice President, Product Development, 2002 - 2003 Executive Vice President, Chief Financial Officer since 2012 Treasurer, 2011 - 2014 Senior...

  • Page 130
    ... Executive Officer was based on company performance. • We set the fiscal 2014 earnings per share target under our annual bonus plan significantly higher than our actual earnings per share for 2013 and did not increase target cash bonus percentages for our Named Executive Officers. • The stock...

  • Page 131
    ..., and we signed an agreement for a new franchise partner to operate stores and e-commerce websites in Mexico. In Australia, our first major entry with company-owned stores, we have opened 13 stores to date and plan to open more in 2015. Our newest businesses - Rejuvenation and Mark and Graham...

  • Page 132
    ... measure most closely aligned with long-term stockholder value and, as such, each executive's bonus payout is dependent on the company's achievement of an annual EPS goal. The chart below illustrates the year over year increases of our target performance goals under our 2001 Incentive Bonus Plan, as...

  • Page 133
    ... rewards. Williams-Sonoma, Inc. EPS and TSR FY10-FY14 EPS TSR $457 $312 $252 $174 $192 $2.82 $3.24 $1.83 $2.22 $2.54 FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among Williams-Sonoma, Inc., the NYSE Composite Index, S&P Retailing, and Peer Group...

  • Page 134
    ... to reward the achievements of fiscal 2014, drive strong performance in fiscal 2015, provide incentives for long-term growth, and retain our key executives. These decisions included: • Base Salaries. Certain executives received base salary increases to position them more appropriately in light of...

  • Page 135
    ... provided this information at each committee meeting. • We provide limited perquisites. Our Named Executive Officers are not provided with any special perquisites or benefits that are not otherwise offered broadly to associates of the company, with the exception of $12,000 in financial consulting...

  • Page 136
    ... available on the company's website at www.williams-sonomainc.com/investors. In making compensation decisions, the Compensation Committee reviews each executive's past and current compensation and analyzes each of the following: • Each Named Executive Officer's achievement of established financial...

  • Page 137
    ... our proxy peer group, listed below, is important in assessing the design and competitiveness of our compensation package. When market data is reviewed, it is considered as a reference point, rather than a fixed policy, for compensation positioning and decision-making. We do not set compensation to...

  • Page 138
    ... publicly available information as of March 30, 2015, provides a financial overview of the proxy peer group companies in order to compare their revenues, net income, and market capitalization as a group relative to the company. Annual Net Revenue (in millions) Annual Net Income (in millions) Market...

  • Page 139
    ... annual business and strategic objectives with cash that varies based on results. • Encourage our executive team to work toward the company's long-term growth, provide variable payout opportunities that reward the creation of sustained and long-term earnings growth and stockholder value, and offer...

  • Page 140
    ... positioned. The target bonuses as a percentage of base salary under the Bonus Plan for fiscal 2013 and fiscal 2014 are listed below for each Named Executive Officer. Fiscal 2013 Target Bonus (as a Percentage of Base Salary) Fiscal 2014 Target Bonus (as a Percentage of Base Salary) Named Executive...

  • Page 141
    ...a strong culture and exceptional leadership team, and the company's continued achievements in the areas of corporate responsibility and sustainability. In March 2015, the Compensation Committee reviewed the fiscal 2014 performance of each Named Executive Officer and considered the recommendations of...

  • Page 142
    ... relative value of awards offered by peer companies to executives in comparable positions; • The appropriate mix between long-term incentive awards and other types of compensation, such as base salary and bonus; and • Additional factors, including increased responsibilities, succession planning...

  • Page 143
    ... in trust or any similar entity benefiting the executive or the executive's immediate family; and shares owned through the Williams-Sonoma, Inc. 401(k) Plan. Unexercised stock appreciation rights, unexercised stock options, and unvested restricted stock units or other full-value awards do not count...

  • Page 144
    ...of the Williams-Sonoma brand, leaving her role as President of Pottery Barn Kids and PBteen. As Ms. Hayes moved to this new role, the Compensation Committee believed it in the best interests of the Company and its stockholders to provide Ms. Hayes with certain employment protections through May 2015...

  • Page 145
    ... 2014, Fiscal 2013 and Fiscal 2012 This table sets forth the annual and long-term compensation earned by our Named Executive Officers. Stock Awards ($)(2)(3) Option Awards ($) Non-Equity Incentive Plan Compensation ($) All Other Compensation ($)(4) Name and Principal Position Fiscal Year Salary...

  • Page 146
    ...and benefits included under "All Other Compensation" in the Summary Compensation Table above. Life Insurance Premiums(1) Matching Contribution to the 401(k) Plan(2) Executive Financial Services Dividend Equivalent Payments(3) Fiscal Year Car Allowance Total Laura J. Alber ... 2014 2013 2012 2014...

  • Page 147
    ...Number Equity Incentive of Shares Plan Awards of Stock Threshold Target Maximum or Units Grant Date Estimated Future Payouts Under Non-Equity Incentive Compensation Plan Awards Committee Approval Threshold Target Maximum Date ($) ($)(1)(2) ($)(2) Grant Date Fair Value of Stock and Option Awards...

  • Page 148
    Outstanding Equity Awards at Fiscal Year-End The following tables set forth information regarding equity awards held by our Named Executive Officers on February 1, 2015. Option Awards(1) Equity Incentive Plan Number of Securities Number of Securities Awards: Number of Underlying Underlying ...

  • Page 149
    ... $ 625,296 - - - - $ 333,110 - - - (1) Based on a stock price of $78.25, the closing price of our common stock on January 30, 2015, the last business day of fiscal 2014. (2) Represents restricted stock units granted on April 22, 2014. The restricted stock units vest as follows: (i) 25% of the units...

  • Page 150
    ...by the number of shares exercised. (2) The value realized upon vesting is calculated as the closing price of our stock on the day prior to the vesting date multiplied by the number of units vested. Pension Benefits None of our Named Executive Officers received any pension benefits during fiscal 2014...

  • Page 151
    ... awards will immediately become fully vested at the target performance level, and (ii) in lieu of continued employment benefits (other than as required by law), such executive will be entitled to receive payments of $3,000 per month for 12 months. In addition, if, within 18 months following a change...

  • Page 152
    ... to report directly to a specified individual or the Board of the company or the entity holding all or substantially all of the company's assets following a change of control, or (v) relocation of the executive to a location more than 50 miles from the company's San Francisco, California main office...

  • Page 153
    ...PSUs also provide that upon a "change in control," the performance goals shall be deemed satisfied at target and, for purposes of any severance vesting provisions, the PSUs will generally be treated in the same manner as a time-based restricted stock unit award covering the number of shares based on...

  • Page 154
    ... 3 months under an accident and health plan covering company employees. For purposes of the employment agreement with Ms. Alber, "good reason" is defined as, without Ms. Alber's consent, (i) a reduction in her base salary (except pursuant to a reduction generally applicable to senior executives of...

  • Page 155
    .... Value is based on a stock price of $78.25, the closing price of our common stock on January 30, 2015, the last business day of fiscal 2014. (6) Based on a monthly payment of $3,000 to be paid by the company for 18 months or 12 months, as applicable, in lieu of continued employment benefits. Janet...

  • Page 156
    ... (ii) $411,255 for acceleration of vesting of 11,002 shares underlying outstanding option awards. Value is based on a stock price of $78.25, the closing price of our common stock on January 30, 2015, the last business day of fiscal 2014. (5) Represents the sum of (i) $6,474,796 for acceleration of...

  • Page 157
    ... 18 months following a change of control of the company, the executive's employment was terminated by us without cause, or by the executive for good reason. Potential Double-Trigger Change in Control Benefits Name Base Salary(1) Bonus Payment(2) Equity Awards(3)(4) Health Care Benefits(5) Julie...

  • Page 158
    ... when an associate may face a real or perceived conflict of interest with the company. Our Code of Business Conduct and Ethics is distributed to all employees on an annual basis and made available throughout the year in our internal document database. It is also available on our website and in...

  • Page 159
    ... of Section 16(a) reports that we received from such persons for their fiscal 2014 transactions and (ii) information provided to us by them, we believe that all reporting requirements under Section 16(a) were met in a timely manner by the persons who were executive officers, members of the Board of...

  • Page 160
    ...Vice President, Chief Strategy and Business Development Officer Laura J. Alber ...Director, Chief Executive Officer and President Julie P. Whalen ...Executive Vice President, Chief Financial Officer Janet M. Hayes ...President, Williams-Sonoma Brand Sandra N. Stangl ...President, Pottery Barn Brands...

  • Page 161
    ... 13G of William Blair & Company, LLC filed with the Securities and Exchange Commission on February 4, 2015. (8) Includes 38,920 shares held by Mr. Connolly in the Williams-Sonoma, Inc. Stock Fund under our 401(k) plan, based on a statement dated March 30, 2015. The number of shares listed in the...

  • Page 162
    ... Mr. Dillon is the trustee. (13) Includes 15,004 shares that are owned by the Hall 2006 Trust, of which Mr. Hall is the trustee. (14) Includes 59,126 shares held by the executive officers in the Williams-Sonoma, Inc. Stock Fund under our 401(k) plan, based on statements dated March 30, 2015. 70

  • Page 163
    ... fair market value of our common stock over the exercise price. Incentive Award Committee Pursuant to its charter and the 2001 Long-Term Incentive Plan, the Compensation Committee may delegate to two or more directors of the Company the authority to make grants and awards to non-executive officers...

  • Page 164
    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 equitybased incentives aligns the interests of our associates with those of our ...

  • Page 165
    ... and our Annual Report on Form 10-K, including the financial statements for fiscal 2014 as filed with the SEC, are available at our website at www.williams-sonomainc.com/investors/annual-reports.html and upon written request and without charge to any stockholder by writing to: Williams-Sonoma, Inc...

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    ... meeting. "2015 Effective Date" means the date of the Company's 2015 annual stockholders meeting. "Administrator" means the Committee described in Section 2. "Applicable Laws" means all applicable U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or...

  • Page 168
    ... from time to time. "Fair Market Value" means, as of any date, the closing sales price for a share of Stock (or the closing bid, if no sales are reported) as quoted on the New York Stock Exchange on the last market trading day prior to the day of determination, as reported in the Wall Street Journal...

  • Page 169
    ... value added; (xix) operating margin; (xx) market share; (xxi) overhead or other expense reduction; (xxii) credit rating; (xxiii) objective customer indicators; (xxiv) improvements in productivity; (xxv) attainment of objective operating goals; (xxvi) objective employee metrics; (xxvii) return...

  • Page 170
    ... New York Stock Exchange (or other market on which the Stock then trades) for qualification as an "independent director." (b) Delegation by the Administrator. The Administrator, in its sole discretion and on such terms and conditions as it may provide, may delegate all or any part of its authority...

  • Page 171
    ...Company shall pay or credit amounts constituting deemed interest (at rates determined by the Administrator) or dividends or deemed dividends on such deferrals; (viii) to develop, approve and utilize forms of notices, Award Agreements and similar materials for administration and operation of the Plan...

  • Page 172
    ... Plan in 2006, any shares subject to Restricted Stock, Restricted Stock Units or Deferred Stock Awards with a per share or unit purchase price lower than 100% of Fair Market Value on the date of grant and, on or after the date of the 2015 annual stockholders meeting, any Dividend Equivalents payable...

  • Page 173
    ... Stock available for issuance under the Plan, nor shall shares subject to a Substitute Award be added back to the shares of Stock available for issuance under the Plan as provided in Section 3(a) above. Additionally, subject to the rules of the applicable stock exchange on which the Stock is listed...

  • Page 174
    ... Fair Market Value on the date of grant. If an employee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company or any parent or subsidiary corporation and an Incentive Stock Option...

  • Page 175
    ... of the Stock Option) by the Company of the full purchase price for such shares and fulfilling any other requirements contained in the Stock Option or Applicable Laws. (b) Annual Limit on Incentive Stock Options. To the extent that the aggregate Fair Market Value (determined as of the time of grant...

  • Page 176
    ... be entitled to receive payment from the Company solely in shares of Stock equal in value to an amount determined by multiplying the difference between the Fair Market Value of a share of Stock on the date of exercise over the exercise price times the number of shares of Stock with respect to which...

  • Page 177
    .... Upon execution of the Restricted Stock Award Agreement and paying any applicable purchase price, a Participant shall have the rights of a stockholder with respect to the voting of the Restricted Stock, subject to such terms and conditions as may be contained in the Restricted Stock Award Agreement...

  • Page 178
    ... the date or dates and/or the attainment of pre-established performance goals, objectives and other conditions on which the Restricted Stock Unit shall vest, provided, however, that any Awards of Restricted Stock that vest solely on the basis of continuing employment (or service as a Non-employee...

  • Page 179
    ... Director or employee, the shares of Stock subject to such Award will vest in full no earlier than the earlier of: (A) the date that is one (1) day prior to the date of the annual meeting of the Company's stockholders next following the grant date (approximately one (1) year from the grant date), or...

  • Page 180
    ... Stock Option to acquire such number of shares of Stock as may be determined by the Administrator with an exercise price per share for the Stock covered by such Stock Option at least equal to the Fair Market Value on the date as of which the Stock Option is granted, and/or (ii) another Plan Award...

  • Page 181
    ... benefit of such family members or to such other transferees as are permitted under a U.S. Securities & Exchange Commission Form S-8 registration statement, provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of this Plan and the applicable...

  • Page 182
    ... that compensation earned under Awards granted under the Plan qualify as performance-based compensation under Section 162(m) of the Code, if and to the extent intended to so qualify, (b) Section 12(c) of the Plan, or (c) the rules of the New York Stock Exchange, Plan amendments shall be subject...

  • Page 183
    ... transactions under the Plan shall be subject to such Company insider-trading-policy-related restrictions, terms and conditions as may be established by the Administrator, or in accordance with policies set by the Administrator, from time to time. (e) Recoupment of Awards. Awards are subject to...

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  • Page 187
    ... HEADQUARTERS Williams-Sonoma, Inc. 3250 Van Ness Avenue San Francisco, California 94109 LAURA J. ALBER 'LUHFWRU3UHVLGHQWDQG&KLHI([HFXWLYH2̇FHU ROSE MARIE BRAVO CBE Director Stock Exchange Listing New York Stock Exchange Symbol: WSM PATRICK J. CONNOLLY Director, Executive Vice President...

  • Page 188
    2014 ANNUAL REPORT Annual Meeting of Stockholders