UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 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): June 2, 2016
Williams-Sonoma, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-14077 | 94-2203880 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3250 Van Ness Avenue, San Francisco, California 94109
(Address of principal executive offices)
Registrant’s telephone number, including area code (415) 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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 2, 2016, Williams-Sonoma, Inc. (the “Company”) held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders approved a proposal to amend and restate the Company’s 2001 Incentive Bonus Plan (the “Plan”) to extend its term until the 2021 annual meeting of stockholders and to approve the material terms of the Plan to satisfy the stockholder approval requirement under Section 162(m) of the Internal Revenue Code. In addition, the amendment and restatement makes certain other changes to the Plan. More details about the Plan are included in the Company’s Definitive Proxy Statement for its Annual Meeting filed with the Securities and Exchange Commission on April 15, 2016.
The Plan, as amended, is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
At the Annual Meeting, the following proposals were voted on and approved by the Company’s stockholders:
Proposal 1: Election of Board of Directors:
| Name of Director |
For | Against | Abstain | Broker Non-Vote | ||||||||||||
| Laura J. Alber |
76,562,940 | 167,655 | 11,979 | 6,060,300 | ||||||||||||
| Adrian D.P. Bellamy |
76,323,492 | 402,084 | 16,998 | 6,060,300 | ||||||||||||
| Rose Marie Bravo |
76,617,114 | 107,364 | 18,096 | 6,060,300 | ||||||||||||
| Patrick J. Connolly |
73,861,114 | 2,866,833 | 14,627 | 6,060,300 | ||||||||||||
| Adrian T. Dillon |
76,425,163 | 299,582 | 17,829 | 6,060,300 | ||||||||||||
| Anthony A. Greener |
76,619,378 | 106,732 | 16,464 | 6,060,300 | ||||||||||||
| Ted W. Hall |
76,616,419 | 106,764 | 19,391 | 6,060,300 | ||||||||||||
| Sabrina Simmons |
76,618,613 | 107,481 | 16,480 | 6,060,300 | ||||||||||||
| Jerry D. Stritzke |
76,613,413 | 110,011 | 19,150 | 6,060,300 | ||||||||||||
| Lorraine Twohill |
76,616,312 | 108,672 | 17,590 | 6,060,300 | ||||||||||||
All director nominees were duly elected.
Proposal 2: Amendment and restatement of the Williams-Sonoma, Inc. 2001 Incentive Bonus Plan:
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 75,939,819 |
690,931 | 111,824 | 6,060,300 |
Proposal 2 was approved.
Proposal 3: Advisory vote to approve executive compensation:
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 76,038,592 |
589,167 | 114,815 | 6,060,300 |
Proposal 3 was approved, on a non-binding advisory basis.
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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 29, 2017:
| For |
Against |
Abstain | ||
| 82,380,878 |
405,982 | 16,014 |
Proposal 4 was approved.
Item 9.01. Financial Statements and Exhibits
| (d) | List of Exhibits: |
| 10.1* | Williams-Sonoma, Inc. 2001 Incentive Bonus Plan, as amended and restated effective June 2, 2016 | |
| * | Incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement on Schedule 14A as filed with the Securities and Exchange Commission on April 15, 2016. |
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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 3, 2016 | By: | /s/ Julie P. Whalen | ||||
| Julie P. Whalen Chief Financial Officer | ||||||
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INDEX TO EXHIBITS
| Exhibit Number |
Description | |
| 10.1* | Williams-Sonoma, Inc. 2001 Incentive Bonus Plan, as amended and restated effective June 2, 2016 | |
| * | Incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement on Schedule 14A as filed with the Securities and Exchange Commission on April 15, 2016. |
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