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Williams-Sonoma, Inc. – ‘8-K’ for 5/31/23

On:  Monday, 6/5/23, at 4:36pm ET   ·   For:  5/31/23   ·   Accession #:  1628280-23-20885   ·   File #:  1-14077

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/05/23  Williams-Sonoma, Inc.             8-K:5,9     5/31/23   11:564K                                   Workiva Inc Wde… FA01/FA

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     60K 
 2: EX-3.1      Articles of Incorporation/Organization or Bylaws    HTML    324K 
 6: R1          Cover Page                                          HTML     48K 
 9: XML         IDEA XML File -- Filing Summary                      XML     12K 
 7: XML         XBRL Instance -- wsm-20230531_htm                    XML     23K 
 8: EXCEL       IDEA Workbook of Financial Report Info              XLSX      8K 
 4: EX-101.LAB  XBRL Labels -- wsm-20230531_lab                      XML     69K 
 5: EX-101.PRE  XBRL Presentations -- wsm-20230531_pre               XML     34K 
 3: EX-101.SCH  XBRL Schema -- wsm-20230531                          XSD     10K 
10: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    18K 
11: ZIP         XBRL Zipped Folder -- 0001628280-23-020885-xbrl      Zip     62K 


‘8-K’   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM  i 8-K
__________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):  i May 31, 2023
__________________
 i Williams-Sonoma, Inc.
(Exact name of registrant as specified in its charter)
 
__________________
 
 i Delaware  i 001-14077  i 94-2203880
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 i 3250 Van Ness Avenue,  i San Francisco,  i California  i 94109
(Address of principal executive offices)
Registrant’s telephone number, including area code ( i 415)  i 421-7900
N/A
(Former name or former address, if changed since last report)
 
__________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 i      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 i      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 i     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 i      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:

Title of each class:Trading
Symbol(s):
Name of each exchange
on which registered:
 i Common Stock, par value $.01 per share i WSM
 i New York Stock Exchange, Inc.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  i 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


    
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As part of a broader review of its governance practices, on May 31, 2023, the Board of Directors of Williams-Sonoma, Inc. (the “Company”), acting upon the recommendation of the Nominations, Corporate Governance and Social Responsibility Committee of the Board, amended and restated the Company’s amended and restated bylaws (the Bylaws).

The Bylaws were updated to, among other things: (i) clarify the disclosure and procedural requirements for stockholder nominations of directors; (ii) make administrative changes related to the adoption of the universal proxy rules by the Securities and Exchange Commission; and (iii) make certain other minor clarifying and conforming changes.

The foregoing summary of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Bylaws, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders
On May 31, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the following proposals were voted on by the Company’s stockholders:
Proposal 1:  Election of Board of Directors:
Name of DirectorForAgainstAbstainBroker Non-Vote
Laura Alber56,283,497150,44177,5114,053,582
Esi Eggleston Bracey56,067,194365,39178,8644,053,582
Scott Dahnke56,062,002370,77478,6734,053,582
Anne Finucane56,289,954143,67477,8214,053,582
Paula Pretlow56,155,709277,38178,3594,053,582
William Ready44,080,75312,351,41679,2804,053,582
Frits van Paasschen56,025,178406,73679,5354,053,582

All director nominees were duly elected.

Proposal 2:  Advisory vote to approve executive compensation:
ForAgainstAbstainBroker Non-Vote
55,275,9991,143,29692,1544,053,582
Proposal 2 was approved, on a non-binding advisory basis.
Proposal 3: Advisory vote on the frequency of holding an advisory vote to approve executive compensation:
1 Year2 Year3 YearAbstainBroker Non-Vote
55,873,71436,539540,50660,6904,053,582

Based on the votes set forth above, the stockholders recommended holding an advisory vote on the overall compensation of the Company’s named executive officers every year. In accordance with the stockholders’ recommendation, the Company has determined that an advisory vote on the overall compensation of the named executive officers of the Company will be conducted every year, until the next stockholder advisory vote on the frequency of the advisory vote on the overall compensation of the named executive officers of the Company.

2


    
Proposal 4:  Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 28, 2024:
ForAgainstAbstain
59,380,5241,122,11862,389
Proposal 4 was approved.

Item 9.01.      Financial Statements and Exhibits
(d)      List of Exhibits:
3.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
3


    
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WILLIAMS-SONOMA, INC.
Date: June 5, 2023By:/s/ Jeffrey E. Howie
Jeffrey E. Howie
Chief Financial Officer






























4


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
1/28/24
Filed on:6/5/23
For Period end:5/31/23SD
 List all Filings 


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/01/23  Williams-Sonoma, Inc.             10-Q        7/30/23   51:4M                                     Workiva Inc Wde… FA01/FA
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