Williams-Sonoma, Inc. (NYSE:WSM) Files An 8-K Material Modification to Rights of Security Holders

Williams-Sonoma, Inc. (NYSE:WSM) Files An 8-K Material Modification to Rights of Security Holders

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Item3.03. Material Modification to Rights of Securityholders

As previously disclosed in the definitive proxy statement filed
on April19, 2017 with the Securities and Exchange Commission
relating to the 2017 annual meeting of stockholders (the Proxy
Statement) of Williams-Sonoma, Inc. (the Company), the Company
proposed that its stockholders approve the amendment and
restatement of the Companys bylaws (the Bylaws) to permit
eligible stockholders to nominate candidates for election to the
Companys Board of Directors in accordance with procedures
providing for proxy access.On May31, 2017, the Company held its
2017 Annual Meeting of Stockholders (the Annual Meeting), at
which stockholders approved the amendment and restatement of the
Bylaws.Accordingly, the Companys Bylaws have been amended to
permit eligible stockholders to nominate candidates for election
to the Companys Board of Directors in accordance with procedures
providing for proxy access, effective as of May31, 2017.

The proxy access Bylaw may be used by an eligible stockholder, or
a group of up to 20 eligible stockholders, who has continuously
owned at least 3% or more of the Companys stock for 3 years
before, and including the day of, submitting a nomination notice,
and who continues to hold the qualifying minimum number of shares
through the date of the applicable annual meeting. The Bylaw
provides that an eligible stockholder, or a group of eligible
stockholders, may nominate up to the greater of (i) 20% of the
total number of directors who are members of the Companys Board
as of the last day on which a nomination notice may be submitted,
rounded down to the nearest whole number, or (ii) 2 directors.
The amendments to the Bylaws are more fully described in Proposal
5 Amendment and Restatement of Bylaws to Provide for Proxy Access
in the Proxy Statement.

Item5.03. Amendments to Articles of Incorporation of
Bylaws; Change in Fiscal Year

Please see the disclosure set forth under Item3.03, which is
incorporated by reference into this Item5.03. The Amended and
Restated Bylaws of Williams-Sonoma, Inc. effective as of May31,
2017 are attached hereto as Exhibit 3.1.

Item5.07. Submission of Matters to a Vote of Security
Holders

The Company held its Annual Meeting on May31, 2017. At the Annual
Meeting, the following proposals were voted on and approved by
the Companys stockholders:

Proposal 1:Election of Board of Directors:

Name of Director

For Against Abstain BrokerNon-Vote

Laura J. Alber

73,591,405 161,479 196,301 8,415,879

Adrian D.P. Bellamy

72,659,410 1,134,633 155,142 8,415,879

Rose Marie Bravo

72,958,228 839,043 151,914 8,415,879

Anthony A. Greener

72,854,581 937,921 156,683 8,415,879

Grace Puma

73,642,611 77,836 228,738 8,415,879

Christiana Smith Shi

73,640,906 80,961 227,318 8,415,879

Sabrina Simmons

73,718,264 80,725 150,196 8,415,879

Jerry D. Stritzke

73,715,434 79,952 153,799 8,415,879

Frits van Paasschen

73,633,053 85,220 230,912 8,415,879

All director nominees were duly elected.

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Proposal 2:Advisory vote to approve executive
compensation:

For Against Abstain BrokerNon-Vote
61,856,196 11,849,679 243,310 8,415,879

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:

1Year 2Years 3Years Abstain BrokerNon-Vote
66,090,848 131,639 7,518,294 208,404 8,415,879

Based on the votes set forth above, the stockholders recommended
holding an advisory vote on the overall compensation of the
Companys 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.

Proposal 4:Ratification of the selection of
Deloitte Touche LLP as the Companys independent registered public
accounting firm for the fiscal year ending January28, 2018:

For Against Abstain
81,529,218 697,032 138,814

Proposal 4 was approved.

Proposal 5:The amendment and restatement of the
companys bylaws to provide for proxy access:

For Against Abstain BrokerNon-Vote
73,288,151 447,145 213,889 8,415,879

Proposal 5 was approved.

Proposal 6:A stockholder proposal regarding
proxy access:

For Against Abstain BrokerNon-Vote
13,846,514 57,621,330 2,481,341 8,415,879

Proposal 6 was not approved.

Item9.01. Financial Statements and Exhibits
(d) List of Exhibits:
3.1 Amended and Restated Bylaws of Williams-Sonoma, Inc.,
effective May31, 2017

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About Williams-Sonoma, Inc. (NYSE:WSM)

Williams-Sonoma, Inc. is a multi-channel specialty retailer of products for the home. The Company operates retail stores in the United States, Canada, Puerto Rico, Australia and the United Kingdom. It operates through two segments: e-commerce and retail. The e-commerce segment has various merchandising strategies, such as Williams-Sonoma, Pottery Barn, Pottery Barn Kids, West Elm, PBteen, Williams-Sonoma Home, Rejuvenation and Mark and Graham, which sell its products through the Company’s e-commerce Websites and direct-mail catalogs. The retail segment has various merchandising strategies, such as Williams-Sonoma, Pottery Barn, Pottery Barn Kids, West Elm and Rejuvenation, which sell its products through the Company’s retail stores. The Company franchises its brands to third parties in a number of countries in the Middle East, the Philippines and Mexico. The Company’s products are also available to customers through its catalogs and online across the world.

Williams-Sonoma, Inc. (NYSE:WSM) Recent Trading Information

Williams-Sonoma, Inc. (NYSE:WSM) closed its last trading session down -0.21 at 48.47 with 1,992,860 shares trading hands.

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