Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On June 3, 2020, the Board of Directors of Williams-Sonoma, Inc. (the "Company")
approved an amendment and restatement of the Company's bylaws (the "Amended and
Restated Bylaws"), effective June 3, 2020. The Amended and Restated Bylaws amend
Article 5.6 of the prior bylaws of the Company to eliminate the requirement that
when there is no Chief Executive Officer of the Company ("CEO"), the Chairman of
the Board shall serve as the acting CEO. The foregoing summary is qualified in
its entirety by reference to the full text of the Amended and Restated Bylaws, a
copy of which is filed as Exhibit 3.1 hereto and incorporated herein by
reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
On June 3, 2020, the Company held its 2020 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 64,395,019 421,186 60,910 6,057,219
Scott Dahnke 64,216,705 588,027 72,383 6,057,219
Anne Mulcahy 62,694,856 2,099,561 82,698 6,057,219
William Ready 64,256,672 556,203 64,240 6,057,219
Sabrina Simmons 64,367,066 447,675 62,374 6,057,219
Frits van Paasschen 63,984,378 828,330 64,407 6,057,219
All director nominees were duly elected.
Proposal 2: Advisory vote to approve executive compensation:
For Against Abstain Broker Non-Vote
52,525,294 12,164,890 186,931 6,057,219
Proposal 2 was approved, on a non-binding advisory basis.
Proposal 3: Ratification of the selection of Deloitte & Touche LLP as the
Company's independent registered public accounting firm for the fiscal year
ending January 31, 2021:
For Against Abstain
69,029,881 1,840,677 63,776
Proposal 3 was approved.
Item 9.01 Financial Statements and Exhibits
(d) List of Exhibits:
3.1 Amended and Restated Bylaws of Williams-Sonoma, Inc., effective
June 3, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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