Restoration Hardware 2012 Annual Report Download - page 11

authority to vote the shares. Broker non-votes are counted for purposes of determining whether a quorum is
present, and have no effect on the matters voted upon. Note that if you are a beneficial holder and do not provide
specific voting instructions to your broker, the broker that holds your shares will not be authorized to vote on the
election of directors, nor will the broker be authorized to vote on Proposal 2. Accordingly, we encourage you to
provide voting instructions to your broker, whether or not you plan to attend the Annual Meeting.
What is the vote required for each proposal?
The votes required to approve each proposal are as follows:
•Proposal 1. Each director must be elected by a plurality of the votes cast, meaning the votes “FOR” a
director must exceed the number of votes cast “FOR” any other candidate.
•Proposal 2. Approval of Proposal 2 requires the affirmative “FOR” vote of a majority of the shares
entitled to vote on this proposal at the Annual Meeting and present in person or represented by proxy.
What if I return a proxy card but do not make specific choices?
All proxies will be voted in accordance with the instructions specified on the proxy card. If you sign a physical
proxy card and return it without instructions as to how your shares should be voted on a particular proposal at the
meeting, your shares will be voted in accordance with the recommendations of our Board stated above.
If you do not vote and you hold your shares in street name, and your broker does not have discretionary
power to vote your shares, your shares may constitute “broker non-votes” (as described above) and will not be
counted in determining the number of shares necessary for approval of any proposal. However, shares that
constitute broker non-votes will be counted for the purpose of establishing a quorum for the Annual Meeting.
Voting results will be tabulated and certified by the inspector of elections appointed for the meeting.
Who is paying for this proxy solicitation?
The Company is paying the costs of the solicitation of proxies. We have retained Broadridge ICS to help us
solicit proxies from brokers, bank nominees and other institutions for a fee of approximately $7,500, plus
reasonable out-of-pocket expenses.
What does it mean if I receive more than one proxy card?
If you receive more than one proxy card, your shares are registered in more than one name or are registered
in different accounts. Please complete, sign and return each proxy card to ensure that all of your shares are voted.
How can I change my vote after submitting my proxy?
A stockholder who has given a proxy may revoke it at any time before it is exercised at the meeting by:
• delivering to the Corporate Secretary of the Company (by any means, including facsimile) a written
notice stating that the proxy is revoked;
• signing and delivering a proxy bearing a later date;
• voting again over the Internet or by telephone; or
• attending and voting at the Annual Meeting (although attendance at the meeting will not, by itself,
revoke a proxy).
Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish
to revoke a proxy, you must contact that firm to revoke any prior voting instructions.
Where can I find the voting results?
The final results will be tallied by the inspector of elections and filed with the Securities and Exchange
Commission (the “SEC”) in a current report on Form 8-K within four business days of the Annual Meeting.
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Proxy Statement