Restoration Hardware 2012 Annual Report Download - page 10

As a stockholder of record, you may vote at the Annual Meeting or vote by proxy. Whether or not you plan to
attend the Annual Meeting, we urge you to vote over the Internet or by telephone, or if you received paper proxy
materials by mail, by filling out and returning the proxy card.
Beneficial Owner: Shares Registered in the Name of a Broker or Nominee
If on May 10, 2013, your shares were held in an account with a brokerage firm, bank or other nominee, then
you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct
your nominee on how to vote the shares held in your account, and your nominee has enclosed or provided voting
instructions for you to use in directing it on how to vote your shares. However, the organization that holds your
shares is considered the stockholder of record for purposes of voting at the Annual Meeting. Because you are not
the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a
valid proxy from the organization that holds your shares giving you the right to vote the shares at the Annual
Meeting.
How do I vote?
If you are a stockholder of record, you may:
• vote in person—we will provide a ballot to stockholders who attend the Annual Meeting and wish to
vote in person;
• vote via the Internet or via telephone—instructions are shown on your proxy card; or
• vote by mail—if you received a paper proxy card and voting instructions by mail, simply complete,
sign and date the enclosed proxy card and return it before the Annual Meeting in the envelope
provided.
Votes submitted via the Internet or by telephone must be received by 11:59 p.m., Pacific Time, on June 26,
2013. Submitting your proxy, whether via the Internet, by telephone or by mail if you received a paper proxy
card, will not affect your right to vote at the Annual Meeting should you decide to attend the meeting.
If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to
direct it how to vote your shares.
Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote by
proxy to ensure that your vote is counted. You may still attend the Annual Meeting if you have already voted by
proxy.
What is the quorum requirement for the Annual Meeting?
A majority of our outstanding shares as of the record date must be present at the meeting in order to hold the
meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the
meeting if you are present and vote in person at the meeting or if you have properly submitted a proxy.
How are abstentions and broker non-votes treated?
Abstentions (shares present at the meeting and voted “abstain”) are counted for purposes of determining
whether a quorum is present, and have no effect on the election of directors (Proposal 1). For the purpose of
determining whether the stockholders have approved all other matters, abstentions have the same effect as an
“against” vote.
Broker non-votes occur when shares held by a broker for a beneficial owner are not voted either because
(i) the broker did not receive voting instructions from the beneficial owner, or (ii) the broker lacked discretionary
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