Document/ExhibitDescriptionPagesSize 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
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i3250 Van Ness Avenue, iSan
Francisco, iCaliforniai94109
(Address of principal executive offices)
Registrant’s telephone number, including area code (i415)
i421-7900
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:
iCommon Stock, par value $.01 per share
iWSM
iNew
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. ☐
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 Director
For
Against
Abstain
Broker
Non-Vote
Laura Alber
56,283,497
150,441
77,511
4,053,582
Esi Eggleston Bracey
56,067,194
365,391
78,864
4,053,582
Scott Dahnke
56,062,002
370,774
78,673
4,053,582
Anne
Finucane
56,289,954
143,674
77,821
4,053,582
Paula Pretlow
56,155,709
277,381
78,359
4,053,582
William Ready
44,080,753
12,351,416
79,280
4,053,582
Frits van Paasschen
56,025,178
406,736
79,535
4,053,582
All
director nominees were duly elected.
Proposal 2: Advisory vote to approve executive compensation:
For
Against
Abstain
Broker Non-Vote
55,275,999
1,143,296
92,154
4,053,582
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 Year
2 Year
3 Year
Abstain
Broker Non-Vote
55,873,714
36,539
540,506
60,690
4,053,582
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:
Cover 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.