WSM 8-K Current Reports

Williams-Sonoma 8-K Report, Executive Changes (Oct 19, 2026)

Williams-Sonoma, Inc. (NYSE: WSM) filed this Form 8-K to report that its Board of Directors appointed Lynn Martin as a director, effective October 19, 2026. The appointment was approved by the Board on October 16, 2026. Martin is currently President of NYSE Group, a wholly owned subsidiary of Intercontinental Exchange, Inc. (NYSE: ICE), and previously held leadership roles at ICE Data Services, ICE Clear U.S., NYSE Liffe U.S., and New York Portfolio Clearing. Under the filing, Ms. Martin will receive the standard compensation available to the Company's non-employee directors, pro-rated for her first year, and will enter into the Company's standard form of indemnification agreement. The filing does not disclose any financial results, guidance, or changes to company operations. The filing attaches a press release dated October 19, 2026, announcing the appointment. In that release, CEO Laura Alber and Board Chair Scott Dahnke cited Martin's experience in data, technology, capital markets, and corporate governance as valuable to the Board's long-term growth strategy.

Oct 19, 2026 8-K

Williams-Sonoma 8-K Report, Financial Results (Aug 26, 2026)

Williams-Sonoma, Inc. (NYSE: WSM) reported second-quarter fiscal 2026 results for the thirteen weeks ended August 2, 2026, with net revenues of $1.96 billion, up from $1.84 billion a year earlier, and comparable brand revenue growth of 6.2%. GAAP operating income was $448.8 million, a 22.9% operating margin, and GAAP diluted EPS was $2.84. Results were boosted by the recognition of IEEPA tariff refund income of $167.8 million in cost of goods sold. On a non-GAAP basis, which excludes tariff-related items, operating income was $338.5 million, a 17.3% operating margin, and diluted EPS was $2.10, compared with $2.00 a year earlier. The company raised its fiscal 2026 outlook, now expecting net revenue growth of 4.7% to 7.2%, comparable growth of 4.0% to 6.5%, and a non-GAAP operating margin of 17.8% to 18.2%. The guidance assumes no benefit from tariff refunds or related interest, as well as current tariffs remaining in place and elevated oil prices for the rest of the year. Liquidity remained solid, with $1.03 billion in cash and cash equivalents and operating cash flow of $695.9 million for the twenty-six weeks, which included collection of $200.2 million of tariff refunds and related interest. The company returned $90 million to stockholders through dividends in the quarter. The results are preliminary because the Form 10-Q for the quarter had not yet been filed. The press release is furnished under Item 2.02 and is not filed with the SEC.

Aug 26, 2026 8-K

Shareholder Matters

Williams-Sonoma 8-K Report, Shareholder Vote Results (Jun 22, 2026)

Williams-Sonoma, Inc. filed this Current Report under Item 5.07 to disclose the results of its 2026 Annual Meeting of Stockholders, held on June 18, 2026. Stockholders voted on three proposals: the election of eight directors, a non-binding advisory vote on executive compensation, and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2027. All eight director nominees were elected. Laura Alber, Esi Eggleston Bracey, Andrew Campion, Scott Dahnke, Anne Finucane, Arianna Huffington, William Ready, and Frits van Paasschen each received more votes for than against. William Ready had the largest number of votes against among the nominees, with 22,859,139 against and 78,538,330 for. The advisory vote on executive compensation was approved, with 85,014,187 votes for and 16,178,546 against. The ratification of Deloitte & Touche LLP was also approved, with 102,876,706 votes for and 5,660,415 against. The filing reports vote counts only. It does not describe any changes to governance, compensation, or auditor arrangements beyond these approvals.

Jun 22, 2026 8-K

Williams-Sonoma 8-K Report, Financial Results (May 21, 2026)

Williams-Sonoma, Inc. (NYSE: WSM) reported first-quarter 2026 results for the thirteen weeks ended May 3, 2026, furnishing a press release (Exhibit 99.1) under Item 2.02. Net revenues were $1.81 billion, up from $1.73 billion a year earlier, and total comparable brand revenue grew 4.8%. Gross margin was 44.0% versus 44.3% a year earlier, SG&A was $501.7 million (27.8% of net revenues), and operating income was $291.7 million, a 16.2% operating margin compared with 16.8% last year. Diluted EPS was $1.93 versus $1.85, and net earnings were $231.4 million, essentially flat with $231.3 million a year earlier. The company stated that it has not yet filed its Form 10-Q for the quarter, so the results are preliminary and subject to change. Management highlighted that tariff costs of approximately $60 million were included in merchandise inventories, and that tariff impacts are expected to be front-loaded in the first half of fiscal 2026. Cash and cash equivalents fell to $651.6 million from $1.02 billion at fiscal year-end, reflected in $287.8 million of stock repurchases and $85.6 million of dividend payments during the quarter. Williams-Sonoma reiterated its fiscal 2026 outlook, which calls for net revenue growth of 2.7% to 6.7%, comparable brand revenue growth of 2.0% to 6.0%, and an operating margin between 17.5% and 18.1%. The guidance assumes elevated oil prices, no refund of tariffs paid, and that all current tariff rates remain in place for the year. Long-term targets of mid-to-high single-digit annual net revenue growth and a mid-to-high teens operating margin were also reiterated.

May 21, 2026 8-K

Williams-Sonoma 8-K Report, Financial Results (Mar 18, 2026)

Williams-Sonoma, Inc. (NYSE: WSM) reported results for its fourth quarter and fiscal year 2025, ended February 1, 2026, in a press release furnished under Item 2.02 (Exhibit 99.1). Fourth-quarter net revenues were $2.36 billion, with comparable brand revenue up 3.2%, operating income of $477.8 million (20.3% operating margin) and diluted EPS of $3.04. For the full fiscal year, net revenues were $7.81 billion, comparable brand revenue rose 3.5%, operating income was $1.42 billion (18.1% operating margin) and record diluted EPS was $8.84. The company's fourth quarter included 13 weeks versus 14 weeks in the prior-year period, and the filing notes that the additional week contributed -60bps to Q4 operating margin. The company provided fiscal 2026 guidance of net revenue growth of +2.7% to +6.7%, comparable growth of +2.0% to +6.0%, and an operating margin of 17.5% to 18.1%. The guidance excludes any refund of IEEPA tariffs paid, assumes current tariff rates remain in place, and expects tariff impacts to be front-loaded in the first half of fiscal 2026. The company also reported fiscal 2025 cash flow from operations of $1.31 billion, $854 million in share repurchases and $316 million in dividends, with $1.3 billion remaining under its repurchase authorization. Separately, under Item 8.01 (Exhibit 99.2), the Board authorized a 15% increase in the quarterly cash dividend to $0.76 per share, payable May 22, 2026, to holders of record as of April 17, 2026. The company noted this is its seventeenth consecutive year of increased dividend payouts. The company states that its 10-K for fiscal 2025 has not yet been filed, so the reported results are preliminary and subject to change.

Mar 18, 2026 8-K

Williams-Sonoma 8-K Report, Financial Results (Nov 19, 2025)

Williams-Sonoma, Inc. reported third-quarter 2025 results for the quarter ended November 2, 2025, with net revenues of $1.88 billion (up from $1.80 billion), comparable brand revenue growth of 4.0%, operating income of $319 million (17.0% operating margin, up 10 basis points), and diluted EPS of $1.96 versus $1.87 a year earlier. Gross margin rose to 46.1%, driven by higher merchandise margins and supply chain efficiencies, partly offset by higher occupancy costs, while SG&A rose to 29.1% of revenues on higher performance-based incentive compensation and advertising. The company reiterated its fiscal 2025 comparable brand revenue growth outlook of 2% to 5% and net revenue guidance of +0.5% to +3.5%, and raised its fiscal 2025 operating margin outlook to 17.8% to 18.1%. Management also highlighted a new $1 billion stock repurchase authorization, approved in November 2025, which becomes effective once the existing authorization (with $637 million remaining as of November 2, 2025) is fully used. The company cited tariff costs, including new Section 232 furniture tariffs and steel, aluminum and copper tariffs, as factors in its guidance and inventory levels, which rose 9.6% year over year to $1.5 billion. The filing also discloses an out-of-period adjustment of $49 million recorded in Q1 2024 to correct over-recognized freight expense from fiscal 2021 through 2023, which the company determined was not material to prior periods. The company noted that its Form 10-Q for the quarter had not yet been filed, so the results are preliminary and subject to change.

Nov 19, 2025 8-K

Material AgreementsFinancial Events

Williams-Sonoma 8-K Report, Financial Results (Aug 27, 2025)

Williams-Sonoma, Inc. reported second quarter 2025 results for the quarter ended August 3, 2025, as detailed in Exhibit 99.1, a press release furnished under Item 2.02. Net revenues were $1.84 billion, up from $1.79 billion a year earlier, with comparable brand revenue growing 3.7%. Operating income rose to $328 million, an operating margin of 17.9% versus 15.5% in the prior-year quarter, and diluted EPS was $2.00 compared with $1.67. Gross margin expanded to 47.1% from 44.9%, driven mainly by higher merchandise margins, while SG&A held at a 29.2% rate. The company raised its fiscal 2025 net revenue outlook to an increase of +0.5% to +3.5% (inclusive of the 53rd week in fiscal 2024), with comps expected in the range of +2.0% to +5.0%. It reiterated its fiscal 2025 operating margin guidance of 17.4% to 17.8%, noting that incremental flow-through from higher revenue is expected to be pressured by tariff costs, including additional tariffs on China of 30%, India of 50%, Vietnam of 20%, and steel, aluminum and copper tariffs of 50%. The company also flagged that it has not yet filed its Form 10-Q for the quarter, so results are preliminary. Cash and cash equivalents were $986 million at quarter end, and merchandise inventories rose 17.7% year over year to $1.4 billion, partly reflecting a strategic pull-forward of receipts to mitigate higher tariffs. During the quarter, the company returned $280 million to stockholders through $199 million in share repurchases and $81 million in dividends, with $903 million remaining under its repurchase authorization.

Aug 27, 2025 8-K

Williams-Sonoma 8-K Report, Material Agreement (Jun 27, 2025)

Williams-Sonoma, Inc. (WSM) entered into a Ninth Amended and Restated Credit Agreement on June 26, 2025 with Bank of America, N.A., as administrative agent, letter of credit issuer and swingline lender, along with the lenders party thereto. The amendment restates the Eighth Amended and Restated Credit Agreement dated September 30, 2021. Key changes include extending the unsecured revolving loan facility's maturity to June 26, 2030, and increasing aggregate revolving commitments from $500 million to $600 million. Other changes include raising the alternative currency and letter of credit sublimits from $75 million to $100 million, increasing the swingline sublimit from $40 million to $50 million, transitioning references to Term SOFR, and slightly reducing applicable margins and fees in some instances. The Company had no revolving loans outstanding under the Amended Credit Agreement as of June 26, 2025. The facility retains a maximum leverage ratio financial covenant of 3.50 to 1.0, restrictions on indebtedness, liens, acquisitions, mergers and asset dispositions, and guarantees from certain U.S. subsidiaries. The filing states that other terms of the existing agreement have not been materially changed. The full agreement will be filed with the Form 10-Q for the quarter ending August 3, 2025.

Jun 27, 2025 8-K

Shareholder Matters

Williams-Sonoma 8-K Report, Shareholder Vote Results (Jun 13, 2025)

Williams-Sonoma, Inc. reported in a Form 8-K that it held its 2025 Annual Meeting of Stockholders on June 11, 2025, where stockholders voted on three proposals. All eight director nominees were elected: Laura Alber, Esi Eggleston Bracey, Andrew Campion, Scott Dahnke, Anne Finucane, Arianna Huffington, William Ready, and Frits van Paasschen. Stockholders approved, on a non-binding advisory basis, the executive compensation proposal, with 89,960,704 votes for, 14,637,125 against, 645,475 abstentions, and 6,258,415 broker non-votes. They also ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending February 1, 2026, with 105,490,143 votes for, 5,947,010 against, and 64,566 abstentions. The director vote results show more opposition to certain nominees than others. William Ready received 19,141,141 votes against, the highest opposition among the nominees, and Scott Dahnke received 3,417,733 votes against. All other nominees received fewer than 2,000,000 votes against. The filing reports vote tallies only and does not state the reasons for the vote results.

Jun 13, 2025 8-K

Williams-Sonoma 8-K Report, Financial Results (May 22, 2025)

Williams-Sonoma, Inc. reported first-quarter 2025 results for the thirteen weeks ended May 4, 2025, in a press release furnished as Exhibit 99.1 under Item 2.02. Net revenues were $1.73 billion, up from $1.66 billion a year earlier, and total comparable brand revenue grew 3.4%. Operating income was $290.7 million, a 16.8% operating margin, and diluted EPS was $1.85, compared with $1.99 in the prior-year quarter. The filing states that the prior-year period included a benefit of $0.29 per share from an out-of-period freight adjustment of $49 million, and that excluding this adjustment, diluted EPS grew 8.8%. Cash and cash equivalents were $1.05 billion at quarter end, and operating cash flow was $118.9 million. The company returned $165 million to stockholders through $90 million of share repurchases and $75 million of dividends, with $1.1 billion of repurchase authorization remaining. Merchandise inventories rose 10.3% year over year to $1.3 billion, which the company attributed in part to a strategic pull-forward of receipts to reduce the potential impact of higher tariffs in fiscal 2025. Management reiterated its fiscal 2025 guidance, which calls for net revenues between -1.5% and +1.5% (reflecting the 53rd week in fiscal 2024), comps of flat to +3.0%, and an operating margin of 17.4% to 17.8%. The outlook incorporates tariffs including an additional 30% on China, a 10% global reciprocal tariff, and 25% tariffs on Mexico, Canada, and steel and aluminum, and the company states it does not assume other tariffs. The company also notes that Form 10-Q for the quarter has not yet been filed, so the results are preliminary.

May 22, 2025 8-K

Williams-Sonoma 8-K Report, Financial Results (Mar 19, 2025)

Williams-Sonoma, Inc. (NYSE: WSM) reported results for its fourth quarter and fiscal year ended February 2, 2025 (fiscal 2024), which included a 53rd week. Fourth-quarter net revenues were $2.46 billion, up from $2.28 billion, with comparable brand revenue growth of 3.1%. Operating income was $530 million, a record Q4 operating margin of 21.5%, and diluted EPS was $3.28 versus $2.72 in the prior-year quarter. For the full year, net revenues were $7.71 billion, comparable brand revenue declined 1.6%, operating income was $1.43 billion (18.6% margin, a record annual operating margin per the release), and diluted EPS was $8.79, including a $0.29 benefit from an out-of-period freight adjustment of $49 million. Excluding that adjustment, diluted EPS was $8.50. The company provided fiscal 2025 guidance for a 52-week year: net revenues of -1.5% to +1.5%, comparable brand revenue of flat to +3.0%, and an operating margin of 17.4% to 17.8%. Management also expects mid-to-high single-digit annual net revenue growth and a mid-to-high teens operating margin over the long term. Cash returned to stockholders in fiscal 2024 totaled nearly $1.1 billion, including $807 million in stock repurchases and $280 million in dividends, with $1.2 billion of repurchase authorization remaining. Separately, the Board authorized a 16% increase in the quarterly cash dividend to $0.66 per share, payable May 24, 2025, to holders of record as of April 17, 2025. The release notes that the company has increased its dividend for sixteen consecutive years. The fourth-quarter and fiscal-year results are described as preliminary until the Form 10-K is filed.

Mar 19, 2025 8-K

Corporate ChangesExhibits & Filings

Williams-Sonoma 8-K Report, Financial Results (Nov 20, 2024)

Williams-Sonoma, Inc. (NYSE: WSM) reported third-quarter 2024 results for the thirteen weeks ended October 27, 2024, as described in a press release furnished as Exhibit 99.1. Net revenues were $1,800,668 thousand versus $1,853,650 thousand a year earlier, with comparable brand revenue down 2.9%. Gross margin rose to 46.7% from 44.4%, and operating income was $320,643 thousand, an operating margin of 17.8% versus 17.0%. Diluted EPS was $1.96 compared with $1.83, and net earnings were $248,953 thousand. The company also raised its fiscal 2024 outlook. It now expects annual net revenue decline of -3.0% to -1.5% and comparable revenue declines of -4.5% to -3.0%, with operating margin between 18.4% and 18.8% including a 60bps out-of-period freight adjustment. Excluding that adjustment, operating margin is expected between 17.8% and 18.2%. Fiscal 2024 is a 53-week year. The board approved a new $1 billion stock repurchase authorization, which takes effect once the existing March 2024 program is fully used; the total authorization is stated as $1.3 billion including the $293 million remaining. At October 27, 2024, cash and cash equivalents were $826,784 thousand, merchandise inventories were $1,450,135 thousand, and total stockholders' equity was $1,906,609 thousand. Year-to-date, the company repurchased $707,477 thousand of common stock and paid $208,861 thousand in dividends. The filing notes that the Form 10-Q for the quarter has not yet been filed, so the results are preliminary and subject to change.

Nov 20, 2024 8-K

Williams-Sonoma 8-K Report, Bylaw Amendment (Sep 27, 2024)

Williams-Sonoma, Inc. filed this Current Report on Form 8-K to report an amendment to its bylaws. On September 25, 2024, the Board of Directors, acting on the recommendation of its Nominations, Corporate Governance and Social Responsibility Committee, amended and restated the Amended and Restated Bylaws, effective immediately. The filing discloses no financial results, and the changes are governance-focused rather than operational. The revisions clarify the procedures and informational requirements for stockholder director nominations and stockholder proposals under the bylaws' advance notice provisions. They also clarify the written representation requirements for all director nominees. The bylaws now specify that when director nominees exceed the number of seats, the election standard is a plurality of shares voted, regardless of whether a quorum is present. In addition, the indemnification provisions were revised so that only officers elected or appointed by the Board are entitled to indemnification under the bylaws, and the company will advance expenses to any director to the fullest extent permitted by law. Other ministerial, clarifying and conforming changes were also made. For investors, the amendments mainly affect shareholder rights and board governance processes. The changes to nomination procedures and the plurality voting standard bear on how director elections are conducted, while the indemnification revisions define which individuals qualify for bylaw indemnification. The complete amended bylaws are filed as Exhibit 3.1, and the filing also includes the cover page interactive data file as Exhibit 104.

Sep 27, 2024 8-K

Williams-Sonoma 8-K Report, Financial Results (Aug 22, 2024)

Williams-Sonoma, Inc. (NYSE: WSM) reported second quarter 2024 results for the thirteen weeks ended July 28, 2024, in a press release furnished as Exhibit 99.1 under Item 2.02. Net revenues were $1,788.3 million versus $1,862.6 million a year earlier, and comparable brand revenue declined 3.3%. Gross margin rose to 46.2% from 40.7%, and SG&A rose to 30.0% of revenues from 26.1%, producing operating income of $289.9 million and an operating margin of 16.2% versus 14.6%. Diluted EPS was $1.74 compared with $1.56, reflecting a 2-for-1 stock split effected July 9, 2024, with historical per-share amounts restated. The company revised its fiscal 2024 outlook, now expecting net revenue growth of -4.0% to -1.5% and comparable revenue of -5.5% to -3.0%, while raising its operating margin guidance to 18.0% to 18.4%, including a 60 basis point benefit from a first-quarter out-of-period adjustment of $49 million related to over-recognized freight expense in fiscal 2021 through 2023. Excluding that adjustment, operating margin guidance is 17.4% to 17.8%. Management states that the net effect of the changes holds earnings materially in line with prior implied EPS guidance. Fiscal 2024 is a 53-week year, which the company expects to add 150 basis points to net revenue growth. At quarter end, cash and cash equivalents were $1,265.3 million, merchandise inventories were $1,247.4 million, and the company returned $203 million to stockholders through $130 million of repurchases and $73 million of dividends. The filing notes that the Form 10-Q for the quarter had not yet been filed, so results are preliminary and subject to change.

Aug 22, 2024 8-K

Other EventsExhibits & Filings

Williams-Sonoma 8-K Report, Executive Changes (Aug 1, 2024)

Williams-Sonoma, Inc. (NYSE: WSM) filed a Form 8-K on August 1, 2024, under Item 5.02 to report that its Board of Directors appointed Arianna Huffington as a director, effective immediately. The filing states that Ms. Huffington will receive the standard compensation available to the Company's non-employee directors, pro-rated for the initial year, and that the Company will enter into its standard form of indemnification agreement with her. The announcement is a board-composition change rather than a financial disclosure; the filing contains no financial results, guidance, or financial statements. According to the attached press release (Exhibit 99.1), CEO Laura Alber and Board Chair Scott Dahnke welcomed Ms. Huffington, citing her experience as an entrepreneurial leader and her prior directorships at Uber and Onex. Ms. Huffington is the founder and CEO of Thrive Global and the founder of The Huffington Post. For investors, the filing is primarily a governance update. The press release is furnished rather than filed, so its contents are not subject to Section 18 liability and are not incorporated by reference into other filings.

Aug 1, 2024 8-K

Williams-Sonoma 8-K Report, Corporate Update (Jun 13, 2024)

Williams-Sonoma, Inc. (NYSE: WSM) filed an 8-K on June 13, 2024 under Item 8.01 (Other Events) to announce that its Board of Directors has declared a two-for-one stock split effected through a stock dividend. The stated purpose is to make the stock more accessible to investors and employees. Each stockholder of record on June 27, 2024 will receive one additional share of common stock for each share held, payable after the close of market on July 8, 2024. According to the accompanying press release (Exhibit 99.1), trading is expected to commence on a split-adjusted basis at market open on July 9, 2024. The company states that the stock dividend will not affect the voting or other rights of stockholders. The filing does not include any financial results, guidance, or changes to operations. The press release describes Williams-Sonoma as a digital-first, design-led and sustainable home retailer marketing its products through e-commerce websites, direct-mail catalogs and retail stores under brands including Williams Sonoma, Pottery Barn, Pottery Barn Kids, Pottery Barn Teen, West Elm, Williams Sonoma Home, Rejuvenation, Mark and Graham and GreenRow.

Jun 13, 2024 8-K

Shareholder MattersCorporate ChangesOther Events+1

Williams-Sonoma 8-K Report, Bylaw Amendment (May 31, 2024)

On May 29, 2024, Williams-Sonoma, Inc. (NYSE: WSM) held its 2024 Annual Meeting of Stockholders. Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation that extends the exculpation provision to cover officers (the "Officer Exculpation Amendment"). The amendment took effect upon filing of the Certificate of Amendment with the Delaware Secretary of State on May 29, 2024. The filing refers to the Company's April 16, 2024 Definitive Proxy Statement for a description of the amendment. All seven director nominees were elected: Laura Alber, Esi Eggleston Bracey, Andrew Campion, Scott Dahnke, Anne Finucane, William Ready, and Frits van Paasschen. William Ready received 10,496,352 votes against, a materially higher count than the other nominees. Stockholders also approved, on an advisory basis, the executive compensation proposal (52,029,895 for; 3,313,558 against; 84,938 abstain) and ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending February 2, 2025 (57,438,518 for; 1,548,033 against; 37,568 abstain). Separately, the Company announced in a press release dated May 29, 2024 that Andrew Campion had been elected to its Board of Directors. The release states that from 2007 until April 2024 he held executive leadership roles at Nike Inc., including Chief Operating Officer and Chief Financial Officer, and that he previously spent over 11 years at The Walt Disney Company.

May 31, 2024 8-K

Williams-Sonoma 8-K Report, Financial Results (May 22, 2024)

Williams-Sonoma, Inc. reported first-quarter 2024 results for the thirteen weeks ended April 28, 2024. Net revenues were $1.66 billion versus $1.76 billion a year earlier, and comparable brand revenue declined 4.9%. Operating income was $323.8 million, an operating margin of 19.5%, and diluted EPS was $4.07. Both figures include an out-of-period adjustment of $49 million that reduced cost of goods sold. The company stated that it over-recognized freight expense in fiscal 2021, 2022 and 2023, and that the cumulative amount was not material. Without the adjustment, the operating margin was 16.6% and diluted EPS was $3.48. The company reiterated its fiscal 2024 guidance for net revenue growth of -3% to +3% and comparable brand revenue of -4.5% to +1.5%. It raised its operating margin outlook to 17.6% to 18.0%, which includes a 60 basis point impact from the out-of-period adjustment. Excluding that impact, the expected operating margin is 17.0% to 17.4%. Fiscal 2024 is a 53-week year, and the company expects the extra week to contribute 150 basis points to net revenue growth and 10 basis points to operating margin. The company ended the quarter with $1.25 billion in cash and cash equivalents and generated $226.8 million in operating cash flow. It returned $107 million to stockholders through $63 million in dividends and $44 million in stock repurchases. Merchandise inventories were $1.22 billion, down 13.1% from the prior-year quarter. The filing states that the press release is furnished under Item 2.02 and is not filed with the SEC.

May 22, 2024 8-K

Williams-Sonoma 8-K Report, Financial Results (Mar 13, 2024)

Williams-Sonoma, Inc. (NYSE: WSM) reported fourth-quarter and fiscal 2023 results for the fiscal year ended January 28, 2024, and announced a 26% increase in its quarterly cash dividend to $1.13 per share along with a new $1 billion stock repurchase authorization. For Q4 2023, net revenues were $2.28 billion versus $2.45 billion a year earlier, comparable brand revenue declined 6.8%, operating margin was 20.1%, and diluted EPS was $5.44. For fiscal 2023, net revenues were $7.75 billion (down from $8.67 billion), comparable brand revenue declined 9.9%, GAAP operating margin was 16.1%, and GAAP diluted EPS was $14.55 (non-GAAP diluted EPS $14.85). Cash and cash equivalents ended the year at $1.26 billion, and operating cash flow was $1.68 billion. The company returned $545 million to stockholders in fiscal 2023, including $313 million in share repurchases and $232 million in dividends. Management's fiscal 2024 outlook calls for net revenue growth of -3% to +3%, comparable brand revenue of -4.5% to +1.5%, and an operating margin of 16.5% to 16.8%. Fiscal 2024 is a 53-week year, which the company expects to add 150 basis points to revenue growth and 10 basis points to operating margin. The filing notes that the financial results are preliminary because the Form 10-K had not yet been filed. The Form 8-K furnishes the earnings press release under Item 2.02 and reports the dividend and repurchase actions under Item 8.01. The new $1 billion repurchase authorization supersedes the remaining amount under the prior program and is effective March 14, 2024. The increased dividend is payable May 24, 2024, to holders of record as of April 19, 2024.

Mar 13, 2024 8-K

Williams-Sonoma 8-K Report, Executive Changes (Jan 12, 2024)

Williams-Sonoma, Inc. filed this Form 8-K dated January 12, 2024 to report an executive leadership change. The company issued a press release announcing the retirement of Marta Benson, Chief Executive Officer of Pottery Barn Brands, effective April 26, 2024. Under Item 5.02 of the filing, the filing does not describe any financial results, guidance, or other operating metrics. Benson's responsibilities will transition to the two existing Pottery Barn Presidents, Monica Bhargava, President of Pottery Barn, and Jennifer Kellor, President of Pottery Barn Kids and Pottery Barn Teen. The filing does not state any compensation arrangements, severance terms, or a successor CEO for the brand. For investors, the principal takeaway is a planned senior management departure at one of the company's key brands, with a defined handover to existing brand presidents rather than a new hire named in the filing.

Jan 12, 2024 8-K

Williams-Sonoma 8-K Report, Financial Results (Nov 16, 2023)

Williams-Sonoma, Inc. (NYSE: WSM) reported results for its third quarter ended October 29, 2023, in a press release furnished as Exhibit 99.1 under Item 2.02. Net revenues were $1.85 billion, compared with $2.19 billion in the third quarter of the prior year, and comparable brand revenue declined 14.6%. Gross margin was 44.4%, up from 41.5% a year earlier, and operating income was $315 million, producing a record third-quarter operating margin of 17.0%. Diluted EPS was $3.66, compared with $3.72 a year earlier. The company said the results were achieved amid consumer hesitancy on high-ticket discretionary furniture spending and elevated promotional activity. The company updated its fiscal 2023 guidance to net revenue growth of -10% to -12% and an operating margin of 16% to 16.5%. Management said the lower sales outlook is offset by the expected higher operating margin, which produces higher implied EPS guidance. Management reiterated its long-term expectation of mid-to-high single-digit annual net revenue growth with operating margin above 15%. Cash at quarter-end was $699 million with no borrowings outstanding, and operating cash flow for the quarter was $290 million, which funded dividends and stock repurchases. The filing states that the Form 10-Q for the quarter had not yet been filed, so all financial results in the release are preliminary and subject to change for any necessary adjustments or changes in accounting estimates identified before the 10-Q is filed.

Nov 16, 2023 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

Williams-Sonoma 8-K Report, Financial Results (Aug 23, 2023)

Williams-Sonoma, Inc. (NYSE: WSM) filed an 8-K on August 23, 2023 furnishing a press release, Exhibit 99.1, announcing results for its second quarter ended July 30, 2023, and revising its fiscal 2023 outlook. Net revenues were $1.86 billion versus $2.14 billion a year earlier, and comparable brand revenue declined 11.9%, with a 2-year comp of -0.6% and a 4-year comp of +39.7%. Operating income was $271.5 million, an operating margin of 14.6% versus 17.1% last year, and diluted EPS was $3.12 compared with $3.87. Net earnings were $201.5 million. Management described an increasingly promotional environment and softening industry metrics, and said results remain preliminary until the Form 10-Q is filed. The balance sheet showed cash of $514.4 million with no borrowings outstanding, and merchandise inventories fell to $1.30 billion from $1.46 billion at fiscal year-end. Operating cash flow for the 26 weeks was $715.0 million, versus $383.6 million a year earlier, and the company repurchased $310.0 million of common stock and paid $116.6 million in dividends during that period. For fiscal 2023, the company now expects net revenue to decline 5% to 10%, while raising its operating margin outlook to 15% to 16%. Management stated the lower revenue outlook is offset by the higher margin guidance, and that the net effect holds earnings materially in line with prior implied EPS guidance. Long-term, the company continues to expect mid-to-high single-digit annual net revenue growth with operating margin above 15%.

Aug 23, 2023 8-K

Williams-Sonoma 8-K Report, Bylaw Amendment (Jun 5, 2023)

On May 31, 2023, Williams-Sonoma, Inc. amended and restated its bylaws as part of a broader review of governance practices. The updates clarify disclosure and procedural requirements for stockholder director nominations, make administrative changes tied to the SEC's universal proxy rules, and include other minor clarifying and conforming changes. The full bylaws are filed as Exhibit 3.1. The same day, the company held its 2023 Annual Meeting of Stockholders. All seven director nominees were elected, though William Ready received substantially more Against votes (12,351,416) than the other nominees, who each drew roughly 143,000 to 406,000 Against votes. Stockholders approved, on an advisory basis, the executive compensation proposal (55,275,999 For versus 1,143,296 Against). They also voted for an annual advisory vote on executive compensation, and the company has adopted that frequency. Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending January 28, 2024 (59,380,524 For versus 1,122,118 Against). The filing contains no financial results; its significance for investors lies in governance and shareholder voting outcomes.

Jun 5, 2023 8-K

Williams-Sonoma 8-K Report, Financial Results (May 23, 2023)

Williams-Sonoma, Inc. (NYSE: WSM) reported first-quarter 2023 results for the thirteen weeks ended April 30, 2023, furnished under Item 2.02 in a press release (Exhibit 99.1). Net revenues were $1.76 billion, down from $1.89 billion a year earlier, and comparable brand revenue declined 6.0%. GAAP operating margin was 11.4% and non-GAAP operating margin was 12.9%. GAAP diluted EPS was $2.35, and non-GAAP diluted EPS was $2.64. The company said it achieved its financial expectations despite a challenging macro backdrop. The filing notes that the Form 10-Q for the quarter had not yet been filed, so the results are preliminary and subject to change. Gross margin was 38.5% on a GAAP basis and 38.6% on a non-GAAP basis, which the company attributed mainly to higher inbound and outbound shipping and freight costs. SG&A was 27.1% of revenues on a GAAP basis and 25.7% on a non-GAAP basis. The quarter included a non-recurring charge of $26.2 million for exit costs tied to the West Coast manufacturing facility and the Aperture division, plus company-wide reduction-in-force actions. The company expects these changes to produce pre-tax annualized savings of $40 million. Cash was $297 million at quarter end with no borrowings outstanding. Operating cash flow was $343 million, and the company returned $358 million to stockholders through $300 million of stock repurchases and $58 million of dividends. For fiscal 2023, Williams-Sonoma reiterated its guidance, expecting net revenue growth of -3% to +3% and an operating margin between 14% and 15%. Its long-term outlook calls for mid-to-high single-digit annual net revenue growth and an operating margin above 15%.

May 23, 2023 8-K

Williams-Sonoma 8-K Report, Financial Results (Mar 16, 2023)

Williams-Sonoma, Inc. (NYSE: WSM) reported record fiscal 2022 results for the fiscal year ended January 29, 2023, with net revenues of $8.67 billion, up from $8.25 billion, comparable brand revenue growth of 6.5%, GAAP diluted EPS of $16.32 and non-GAAP diluted EPS of $16.54. GAAP operating income was $1.50 billion, a 17.3% operating margin, versus 17.6% in the prior year, and non-GAAP operating margin was 17.5%. Fourth-quarter net revenues were $2.45 billion, with comparable brand revenue declining 0.6%, and gross margin fell to 41.2% from 45.0%, mainly due to higher shipping and freight costs. The company guided fiscal 2023 net revenue growth of -3% to +3% and an operating margin of 14% to 15%. The financial results are preliminary because the Form 10-K had not yet been filed. On the same day, the Board raised the quarterly cash dividend 15%, or $0.12, to $0.90 per share, payable May 26, 2023 to holders of record as of April 21, 2023. It also approved a new $1 billion stock repurchase authorization that supersedes the remaining amount under the prior program. Fiscal 2022 shareholder returns totaled $1.1 billion, including $217 million in dividends and $880 million in share repurchases, and year-end cash was $367 million. The fiscal 2022 results were released under Item 2.02 and are furnished rather than filed with the SEC. The dividend and buyback announcement is filed under Item 8.01. Investors should weigh the record earnings against the softer fourth-quarter comparable sales and margin compression, along with the company's guidance for flat-to-modest revenue growth and lower operating margins in fiscal 2023.

Mar 16, 2023 8-K

Williams-Sonoma 8-K Report, Financial Results (Nov 17, 2022)

Williams-Sonoma, Inc. (NYSE: WSM) reported results for its third quarter ended October 30, 2022 in a press release furnished as Exhibit 99.1. Net revenues were $2,192,574 thousand, up from $2,047,539 thousand a year earlier, and comparable brand revenue increased 8.1%, with a 2-year comp of 25.0% and a 3-year comp of almost 50%. Operating income was $339,633 thousand, with an operating margin of 15.5%. Diluted EPS was $3.72, up from $3.29, a 13.1% increase on a GAAP basis and 12.0% on a non-GAAP basis. Gross margin fell to 41.5% from 43.7%, which the company attributed to higher shipping and freight costs, while SG&A leveraged to 26.0% of revenues from 27.6%. Management reiterated its fiscal 2022 outlook of mid-to-high single digit annual net revenue growth and operating margins relatively in line with fiscal 2021. The company said that, given macro uncertainty, it will not reiterate or update guidance through fiscal 2024, and will provide fiscal 2023 and beyond guidance with its fourth-quarter fiscal 2022 results. The filing states that the Form 10-Q for the quarter has not yet been filed, so the results are preliminary and subject to change. Year-to-date through October 30, 2022, net revenues were $6,221,338 thousand and diluted EPS was $11.08. Cash and cash equivalents were $113,058 thousand at quarter end, and operating cash flow for the 39 weeks was $588,525 thousand. Repurchases of common stock totaled $840,955 thousand over the same period.

Nov 17, 2022 8-K

Williams-Sonoma 8-K Report, Executive Changes (Sep 14, 2022)

Williams-Sonoma, Inc. (NYSE: WSM) announced on September 14, 2022 a set of leadership transitions in its 8-K filing under Item 5.02. Julie Whalen, Executive Vice President and Chief Financial Officer, and Alex Bellos, President of the West Elm brand, are resigning effective September 14, 2022. Whalen has accepted the role of Chief Financial Officer of Expedia Group, Inc., and Bellos will become Co-CEO and a board member of Food 52, Schoolhouse and Dansk. The company has initiated a search for the next president of West Elm. Jeff Howie, age 52, who most recently served as Executive Vice President, Chief Administrative Officer, will succeed Whalen as Chief Financial Officer and principal financial officer effective September 14, 2022. Howie's compensation was set by the Compensation Committee in light of his increased duties: an annual base salary of $900,000, restricted stock units with a grant value of $2,100,000, and performance stock units with a target value of $1,400,000, both granted under the 2001 Long-Term Incentive Plan with an effective grant date of September 12, 2022. No other changes were made to his existing compensatory or severance arrangements. Jeremy Brooks, age 42, Senior Vice President, Chief Accounting Officer and Head of Investor Relations since October 2021, will become principal accounting officer effective the same date. Howie has been with the company since 2002. The filing's accompanying press release quotes CEO Laura Alber describing Howie as uniquely qualified for the CFO role and states that Whalen served 21 years with the company, including 11 years as CFO.

Sep 14, 2022 8-K

Williams-Sonoma 8-K Report, Financial Results (Aug 24, 2022)

Williams-Sonoma, Inc. furnished a press release announcing results for its second fiscal quarter ended July 31, 2022. Net revenues were $2,137,537 thousand ($2.14 billion), up from $1,948,339 thousand a year earlier, and total comparable brand revenue growth was 11.3% (41.1% on a two-year basis). Operating income rose to $365,521 thousand, with an operating margin of 17.1%, up 50 basis points on a GAAP basis. Diluted EPS was $3.87 versus $3.21, an increase of 20.6% on a GAAP basis. Gross margin declined to 43.5% from 44.1%, which the company attributed to higher shipping and freight costs, partly offset by merchandise margin expansion. SG&A leveraged to 26.4% of revenues from 27.5%. For the first half, net earnings were $521,188 thousand and diluted EPS was $7.36, compared with $6.11 a year earlier. The company repurchased $766,424 thousand of common stock and paid $112,674 thousand in dividends in the twenty-six weeks ended July 31, 2022. Cash and cash equivalents fell to $124,944 thousand from $850,338 thousand at the prior fiscal year-end, while merchandise inventories rose to $1,542,428 thousand from $1,246,372 thousand. Management reiterated its fiscal 2022 and long-term outlook of mid-to-high single digit annual net revenue growth, revenues of $10 billion by fiscal 2024, and operating margins relatively in line with fiscal 2021. The company stated that the results are preliminary because its Form 10-Q for the quarter had not yet been filed.

Aug 24, 2022 8-K

Shareholder MattersExhibits & Filings

Williams-Sonoma 8-K Report, Executive Changes (Jul 26, 2022)

Williams-Sonoma, Inc. filed this Current Report on Form 8-K, dated July 20, 2022, to disclose a senior leadership change. On July 26, 2022, the company announced that Ryan Ross, President of the Williams Sonoma brand, submitted his resignation effective July 26, 2022. The filing is limited to this Item 5.02 disclosure and contains no financial results, guidance, or other operating metrics. For investors, the central item is the departure of the executive who led the Williams Sonoma brand, the company's flagship banner. The filing does not state a successor, the reasons for the resignation, or any associated compensation or separation terms, so these remain open questions from this document alone. The filing was signed by Chief Financial Officer Julie Whalen. Because it is a narrow personnel notice, its informational value for valuation is limited; investors would typically look to subsequent filings or company communications for details on leadership succession and any impact on brand strategy.

Jul 26, 2022 8-K

Williams-Sonoma 8-K Report, Shareholder Vote Results (Jun 3, 2022)

Williams-Sonoma, Inc. filed this Current Report on Form 8-K to disclose the results of its 2022 Annual Meeting of Stockholders, held on June 1, 2022. Stockholders elected all seven director nominees: Laura Alber, Esi Eggleston Bracey, Scott Dahnke, Anne Finucane, Paula Pretlow, William Ready, and Frits van Paasschen. Each nominee received substantially more votes "For" than "Against" or "Abstain," and the filing states that all director nominees were duly elected. Stockholders also approved, on a non-binding advisory basis, the company's executive compensation, with 59,308,307 votes for, 921,191 against, and 110,723 abstaining. In addition, stockholders ratified the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending January 29, 2023, with 62,956,834 votes for, 1,096,667 against, and 33,397 abstaining. The filing contains no financial results or operational disclosures. Its only exhibit is the Cover Page Interactive Data File (Exhibit 104), embedded within the Inline XBRL document. For investors, the key takeaways are that governance matters passed as proposed and that the board composition and auditor selection were confirmed by stockholders.

Jun 3, 2022 8-K

Williams-Sonoma 8-K Report, Financial Results (May 25, 2022)

Williams-Sonoma, Inc. (NYSE: WSM) reported record first quarter fiscal 2022 results for the quarter ended May 1, 2022, as stated in press release Exhibit 99.1, which the filing furnishes under Item 2.02. Net revenues were $1,891.2 million versus $1,749.0 million a year earlier, and comparable brand revenue grew 9.5% (40.4% in the prior-year period, per the filing's table), with Pottery Barn comparable brand revenue up 14.6% and West Elm up 12.8%. Gross margin expanded 80 basis points to 43.8%, operating income rose to $323.5 million from $275.2 million, and diluted EPS was $3.50 versus $2.90. The company reported $324.8 million in cash and cash equivalents at quarter end, down from $850.3 million at January 30, 2022, as it returned capital to shareholders. Operating cash flow was $184.5 million, and the company repurchased $501.1 million of common stock and paid $58.2 million in dividends during the quarter. Merchandise inventories rose to $1,396.1 million from $1,246.4 million at fiscal year-end. Management reiterated its fiscal 2022 outlook of mid-to-high single digit comparable growth and operating margins relatively in line with fiscal 2021, and reaffirmed its ambition to reach $10 billion in revenue by fiscal 2024. The company noted that the quarterly Form 10-Q had not yet been filed, so the results are preliminary and subject to change.

May 25, 2022 8-K

Williams-Sonoma 8-K Report, Financial Results (Mar 16, 2022)

Williams-Sonoma, Inc. (NYSE: WSM) reported record fourth-quarter and fiscal 2021 results for the periods ended January 30, 2022, per Exhibit 99.1, which is furnished under Item 2.02. Q4 net revenues were $2,501,029 thousand, GAAP diluted EPS was $5.41, and non-GAAP diluted EPS was $5.42. Q4 comparable brand revenue growth was 10.8%, and Q4 GAAP operating margin was 21.0%. For fiscal 2021, net revenues were $8,245,936 thousand, GAAP diluted EPS was $14.75, and non-GAAP diluted EPS was $14.85. Comparable brand revenue grew 22.0% and GAAP operating margin was 17.6%, with non-GAAP operating margin at 17.7%. The company stated it has not yet filed its Form 10-K, so these results are preliminary. Under Item 8.01, the Board authorized a 10% increase in the quarterly cash dividend to $0.78 per share, payable May 27, 2022, to holders of record as of April 22, 2022. The Board also approved a new $1.5 billion share repurchase authorization, which supersedes the approximately $750 million remaining under the prior program. Exhibit 99.2 contains the dividend and repurchase press release. Management reported cash and cash equivalents of $850,338 thousand at year-end, operating cash flow of $1,371,147 thousand for the year, and returned nearly $1.1 billion to shareholders in fiscal 2021 through dividends and repurchases. Management reiterated its long-term outlook, planning fiscal 2022 performance in line with mid-to-high single digit annual net revenue growth, revenues of $10 billion by fiscal 2024, and operating margins relatively in line with fiscal 2021.

Mar 16, 2022 8-K

Earnings & Results

Williams-Sonoma 8-K Report, Financial Results (Nov 18, 2021)

Williams-Sonoma, Inc. (NYSE: WSM) reported results for its third fiscal quarter ended October 31, 2021, in a press release furnished as Exhibit 99.1 under Item 2.02. Net revenues were $2,047,539 thousand, up from $1,764,536 thousand in the prior-year quarter, with comparable brand revenue growth of 16.9% and a two-year comparable stack of 41.3%. GAAP operating income was $330,267 thousand, a 16.1% operating margin, and GAAP diluted EPS was $3.29 versus $2.54 a year earlier. Non-GAAP diluted EPS was $3.32, and the non-GAAP operating margin was 16.3%. The company raised its fiscal 2021 outlook to net revenue growth of 22% to 23% and non-GAAP operating margin of 16.9% to 17.1%. For the long term, it plans for annual net revenue growth of mid-to-high single digits, with non-GAAP operating margin at least at fiscal 2021 year-end levels, and cites an accelerated path to $10 billion in net revenues by 2024. Cash and cash equivalents were $656,898 thousand at October 31, 2021, and the company repurchased $652,699 thousand of common stock and paid $135,201 thousand in dividends in the thirty-nine weeks ended that date. The release states that the Form 10-Q had not yet been filed, so the results are preliminary and subject to change.

Nov 18, 2021 8-K

Earnings & ResultsMaterial AgreementsFinancial Events+2

Williams-Sonoma 8-K Report, Executive Changes (Nov 9, 2021)

Williams-Sonoma, Inc. (NYSE: WSM) filed this Form 8-K on November 9, 2021 to report that its Board of Directors appointed Anne Finucane as a director, effective immediately. Under Item 5.02(d), the filing states that Ms. Finucane will receive the Company's standard non-employee director compensation, prorated for her initial year, and will enter into the Company's standard form of indemnification agreement. The filing attaches a press release (Exhibit 99.1) announcing the appointment. The press release describes Ms. Finucane as Vice Chairman of Bank of America Corporation since July 2015 and Chairman of the Board of Bank of America Europe since July 2018. It notes her prior role as Global Chief Strategy and Marketing Officer for Bank of America from 2006 through July 2015, and that she has led the bank's environmental and climate finance efforts. The release also states that she announced her intention to retire from Bank of America at the end of 2021 while remaining Chair of Bank of America Europe. For investors, this is a board governance event rather than a financial disclosure, and the filing contains no earnings, revenue, or guidance figures. The company's leadership characterized the addition as strengthening the Board's expertise in financial services, strategic marketing, and environmental, social, and governance matters.

Nov 9, 2021 8-K

Material Agreements

Williams-Sonoma 8-K Report, Material Agreement (Oct 5, 2021)

Williams-Sonoma, Inc. entered into an Eighth Amended and Restated Credit Agreement with Bank of America, N.A., as administrative agent, letter of credit issuer and swingline lender, and the lenders party thereto, on September 30, 2021. The agreement amends and restates the Seventh Amended and Restated Credit Agreement dated January 8, 2018. Among other changes, it extends the maturity date of the unsecured revolving loan facility to September 30, 2026, and removes the $300,000,000 term loan component, which the filing states has been fully repaid. As of September 30, 2021, the Company had no revolving loan outstanding under the amended facility. The amended facility retains a $40,000,000 swingline loan sublimit, a $75,000,000 multicurrency borrowing sublimit and a $75,000,000 sublimit for standby and commercial letters of credit. Revolving borrowings can be priced off Bank of America's prime rate with a margin of 0% to 0.775% based on the leverage ratio, or off LIBOR (or a future alternative) with a margin of 0.910% to 1.775%. The agreement removes most loan restrictions that would have been released once the leverage ratio fell below 3.50 to 1.0 under the existing agreement. The facility keeps a maximum leverage ratio covenant and limits on indebtedness, liens, acquisitions, mergers and asset dispositions, and certain U.S. subsidiaries guarantee the obligations. The filing also lists events of default, including non-payment, covenant violations, cross-defaults, and change of control. An event of default would raise the applicable interest rate by 2% and could accelerate the obligations and trigger guarantor liability. The filing notes that lenders and their affiliates have engaged in and may continue to engage in ordinary-course banking dealings with the Company, including letter of credit reimbursement arrangements with Bank of America, Wells Fargo and U.S. Bank.

Oct 5, 2021 8-K

Williams-Sonoma 8-K Report, Material Agreement (Aug 25, 2021)

Williams-Sonoma, Inc. (NYSE: WSM) filed this Form 8-K on August 25, 2021 to report three items. First, under Item 1.01, the company amended its letter of credit Reimbursement Agreements with Bank of America, N.A., Wells Fargo Bank, N.A. and U.S. Bank National Association to extend their maturity to August 22, 2022. The aggregate credit available is $35,000,000, with approximately $6,900,000 of letters of credit outstanding as of August 22, 2021. The company also has a separate $500,000,000 unsecured revolving line of credit with Bank of America, N.A., among others. Second, the company furnished (not filed) Exhibit 99.1, a press release announcing second-quarter results for the period ended August 1, 2021. Net revenues were $1,948,339 thousand, up from $1,490,777 thousand, and GAAP operating income was $323,100 thousand, a 16.6% operating margin. GAAP diluted EPS was $3.21 versus $1.70 a year earlier, and non-GAAP diluted EPS was $3.24. Cash and cash equivalents were $655,211 thousand at quarter-end, and operating cash flow for the twenty-six weeks was $475,668 thousand. The company raised its fiscal 2021 outlook to high-teens to low-twenties net revenue growth and a 16% to 17% non-GAAP operating margin, and now targets $10 billion in net revenues in 2024. Third, under Item 8.01, the Board authorized a 20.3% increase in the quarterly cash dividend to $0.71 per share and approved a new $1.25 billion stock repurchase authorization, which supersedes the approximately $560 million remaining under the prior program (Exhibit 99.2).

Aug 25, 2021 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Williams-Sonoma 8-K Report, Executive Changes (Aug 5, 2021)

Williams-Sonoma, Inc. (NYSE: WSM) reported in this Form 8-K filed August 5, 2021 that its Board of Directors appointed Paula Pretlow as a director, effective immediately. Ms. Pretlow will also serve on the Company's Audit and Finance Committee. She will receive the standard compensation available to non-employee directors, pro-rated for the initial year, and will enter into the Company's standard form of indemnification agreement. The filing is a governance update rather than a financial disclosure. It contains no financial results, guidance, or financial statement figures. The press release attached as Exhibit 99.1 announces the appointment and describes Ms. Pretlow's background, which includes former Senior Vice President roles at The Capital Group, Montgomery Asset Management, and BlackRock, along with a corporate banking start at Wells Fargo Bank. The press release also quotes CEO Laura Alber and Board Chair Scott Dahnke welcoming her expertise in shareholder value and financial institutions. For investors, the main takeaway is the addition of an experienced financial executive to the Board and its Audit and Finance Committee, which may bear on oversight of the company's financial reporting and capital matters. The filing does not indicate any change in the company's operations, strategy, or financial position.

Aug 5, 2021 8-K

Williams-Sonoma 8-K Report, Executive Changes (Jun 4, 2021)

Williams-Sonoma, Inc. filed this Form 8-K to report two items from its 2021 Annual Meeting of Stockholders, held June 2, 2021. First, Esi Eggleston Bracey was elected to the Board of Directors by stockholder vote, and the company issued a press release announcing her election (Exhibit 99.1). The release describes Ms. Bracey as Chief Operating Officer and Executive Vice President, Beauty & Personal Care, at Unilever since 2018, with prior roles at Coty Inc. and Procter & Gamble, and a current board seat at Six Flags Entertainment Corporation. Second, stockholders voted on four proposals. All seven director nominees were elected, including Laura Alber, Scott Dahnke, Anne Mulcahy, William Ready, Sabrina Simmons and Frits van Paasschen. Stockholders approved an amendment to the 2001 Long-Term Incentive Plan, approved the advisory vote on executive compensation, and ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending January 30, 2022. The advisory say-on-pay vote received 53,946,339 votes for and 12,236,233 against, a notably weaker result than the other proposals. The filing is primarily governance-related and does not disclose financial results or new financial commitments. Its most notable investor-relevant detail is the level of opposition to executive compensation, alongside the board refresh through Ms. Bracey's addition.

Jun 4, 2021 8-K

Earnings & ResultsLeadership ChangesOther Events+1

Williams-Sonoma 8-K Report, Financial Results (May 26, 2021)

Williams-Sonoma, Inc. reported first quarter results for the thirteen weeks ended May 2, 2021 in a press release furnished as Exhibit 99.1 under Item 2.02. Net revenues rose to $1,749,029 thousand from $1,235,203 thousand, and total comparable brand revenue growth was 40.4%, with every brand accelerating sequentially: West Elm at 50.9%, Pottery Barn at 41.3%, Williams Sonoma at 35.3%, and Pottery Barn Kids and Teen at 27.6%. GAAP operating income was $275,177 thousand, a 15.7% operating margin versus 3.9% a year earlier, and GAAP diluted EPS was $2.90 versus $0.45. Non-GAAP diluted EPS was $2.93 versus $0.74, and the non-GAAP operating margin was 15.9%, an expansion of 950bps. The company raised its fiscal year 2021 outlook to low double-digit to mid-teen net revenue growth and year-over-year non-GAAP operating margin expansion, up from its prior mid-to-high single digit revenue growth view. Long-term guidance calls for mid-to-high single digit net revenue growth and non-GAAP operating margin expansion, with an accelerated path to $10 billion in net revenues and at least 15% non-GAAP operating margins within five years. Cash and cash equivalents were $639,670 thousand at quarter end, and operating cash flow was $238,881 thousand. The company repaid its $300 million term loan in full, let its 364-day $200 million line of credit expire, and repurchased $315,529 thousand of common stock. The press release states that results are preliminary because the Form 10-Q for the quarter had not yet been filed, and that figures may change with necessary adjustments or changes in accounting estimates.

May 26, 2021 8-K

Williams-Sonoma 8-K Report, Financial Results (Mar 17, 2021)

Williams-Sonoma, Inc. (NYSE: WSM) reported fourth-quarter and fiscal 2020 results for the periods ended January 31, 2021. Q4 net revenues were $2.29 billion, and comparable brand revenue growth accelerated to 25.7%, including e-commerce comparable brand revenue growth of 47.9%. GAAP operating margin was 17.5% and non-GAAP operating margin was 17.9%. GAAP diluted EPS was $3.92 and non-GAAP diluted EPS was $3.95. For fiscal 2020, net revenues were $6.78 billion, comparable brand revenue growth was 17.0%, GAAP diluted EPS was $8.61, and non-GAAP diluted EPS was $9.04. The company stated that the results are preliminary because its Form 10-K for the fiscal year had not yet been filed. Management expects fiscal 2021 performance to be in line with its long-term guidance of mid-to-high single digit net revenue growth and year-over-year non-GAAP operating margin expansion. It also reiterated an accelerated path to $10 billion in net revenues and 15% non-GAAP operating margins within five years. Cash was $1.20 billion at fiscal year-end, and operating cash flow for the year was $1.27 billion in the cash flow statement, which the press release describes as approximately $1.3 billion. Capital return actions were also announced. The Board raised the quarterly cash dividend by 11.3% to $0.59 per share and approved a new $1 billion share repurchase authorization that supersedes the remaining amount under the prior program. The company also repaid its $300 million Term Loan early, eliminating all funded debt as of February 26, 2021. The filing also disclosed the adoption of a 2021 Incentive Bonus Plan that replaces the 2001 Bonus Plan.

Mar 17, 2021 8-K

Earnings & ResultsMaterial AgreementsFinancial Events+1

Williams-Sonoma 8-K Report, Financial Results (Nov 19, 2020)

Williams-Sonoma, Inc. (NYSE: WSM) reported results for its third fiscal quarter ended November 1, 2020, via a press release furnished under Item 2.02 of Form 8-K. Net revenues rose 22.4% to $1.765 billion, and net comparable brand revenue growth was 24.4%, with acceleration across all brands. E-commerce net comparable brand revenue grew 49.3%, and e-commerce held at almost 70% of total net revenues. GAAP diluted EPS was $2.54 and non-GAAP diluted EPS was $2.56, compared with $0.94 and $1.02 a year earlier. GAAP operating margin was 15.6% and non-GAAP operating margin was 15.7%, an 810bps expansion on a non-GAAP basis. The company ended the quarter with $773 million in cash, including approximately $727 million of operating cash flow for the year to date. It repaid all short-term revolver borrowings of $500 million, reinstated its share repurchase program and bought back $109 million of shares in the quarter, and committed to a 10% increase in its next quarterly dividend to $0.53 per share. Management is not providing guidance for fiscal 2020 due to COVID-19 uncertainty, but it reiterated long-term targets of mid to high single-digit total net revenue growth, non-GAAP operating margin expansion, and above-industry-average ROIC. The company stated that these results are preliminary because its Form 10-Q for the quarter had not yet been filed.

Nov 19, 2020 8-K

Williams-Sonoma 8-K Report, Material Agreement (Aug 26, 2020)

Williams-Sonoma, Inc. reported second quarter 2020 results for the thirteen weeks ended August 2, 2020, as described in Exhibit 99.1 (a press release dated August 26, 2020, furnished under Item 2.02). Net revenues were $1.491 billion, up 8.8% from $1.371 billion in Q2 19. Net comparable brand revenue growth was 10.5%, with demand comparable brand revenue growth of almost 19%. E-commerce grew approximately 46% and reached almost 76% of total company revenues. GAAP operating income was $185.4 million (12.4% of revenues) versus $86.2 million (6.3%) a year earlier, and GAAP diluted EPS was $1.70 versus $0.79. Non-GAAP diluted EPS was $1.80 versus $0.87. The company reported cash and cash equivalents of $947.8 million at August 2, 2020, and net cash from operating activities of $216.4 million for the twenty-six weeks ended August 2, 2020. The company is not providing guidance for fiscal year 2020 given COVID-19 uncertainty. It updated its long-term financial guidance to total net revenue growth of mid to high single digits, non-GAAP operating margin expansion, and above-industry average ROIC. The press release also states that the company intends to accelerate digital growth, focus marketing on content and customer relationships, and step up profitability in its longer-term outlook. The Board declared a quarterly cash dividend of $0.48 per common share. The company has not yet filed its Form 10-Q for the quarter, so the results are described as preliminary. Under Item 1.01 and Item 2.03, the company amended its letter of credit Reimbursement Agreements with Bank of America, N.A., Wells Fargo Bank, N.A. and U.S. Bank National Association on August 23, 2020, extending maturity to August 22, 2021. The aggregate available credit was reduced to $35.0 million from $70.0 million, with approximately $12.3 million of letters of credit outstanding as of August 23, 2020. The filing also lists a $500.0 million unsecured revolving line of credit, a $300.0 million unsecured term loan, and a $200.0 million unsecured 364-day revolving line of credit.

Aug 26, 2020 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

Williams-Sonoma 8-K Report, Bylaw Amendment (Jun 9, 2020)

Williams-Sonoma, Inc. filed this Form 8-K to report two items from its 2020 governance cycle. First, on June 3, 2020, the Board of Directors approved an amendment and restatement of the Company's bylaws, effective the same day. The amendment eliminates the requirement that, when there is no Chief Executive Officer, the Chairman of the Board serve as acting CEO (amending Article 5.6 of the prior bylaws). The full Amended and Restated Bylaws are filed as Exhibit 3.1. Second, on June 3, 2020, the Company held its 2020 Annual Meeting of Stockholders. All six director nominees were elected: Laura Alber, Scott Dahnke, Anne Mulcahy, William Ready, Sabrina Simmons, and Frits van Paasschen. Stockholders approved, on a non-binding advisory basis, the executive compensation proposal, with 52,525,294 votes for, 12,164,890 against, and 186,931 abstaining. Stockholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2021, with 69,029,881 votes for, 1,840,677 against, and 63,776 abstaining. The filing contains no financial results, guidance, or transactions. Its investor relevance is limited to governance changes and the shareholder vote outcomes, which show broad support for directors and the say-on-pay proposal, with Mulcahy receiving the most against votes among the nominees.

Jun 9, 2020 8-K

Williams-Sonoma 8-K Report, Financial Results (May 28, 2020)

Williams-Sonoma, Inc. reported first-quarter 2020 results for the thirteen weeks ended May 3, 2020, with net revenues of $1.235 billion, roughly flat with $1.241 billion a year earlier, despite all 616 stores being closed for more than half of the quarter. Total comparable brand revenue grew 2.6%, and the company said e-commerce comparable growth accelerated to 31.2%. GAAP operating margin was 3.9% versus 6.0% in the prior-year quarter, and non-GAAP operating margin was 6.4% versus 7.0%. GAAP diluted EPS was $0.45 compared with $0.66, and non-GAAP diluted EPS was $0.74 compared with $0.81. Non-GAAP adjustments in the quarter included an $11.4 million inventory write-off and $15.6 million of store asset impairments tied to COVID-19. Liquidity rose sharply. Cash and cash equivalents were $861.0 million at May 3, 2020, up from $432.2 million at February 2, 2020. The company extended its $300 million term loan by one year and entered a new $200 million unsecured revolving facility, which the press release says has not yet been drawn. The balance sheet, however, shows current debt of $487.8 million, and the cash flow statement shows $487.8 million in borrowings under the revolving line of credit. The company did not provide fiscal 2020 guidance because of COVID-19 uncertainty, but it reiterated long-term targets of mid to high single-digit net revenue growth and above-industry-average ROIC. The board declared a quarterly dividend of $0.48 per share. The filing notes that the results are preliminary because the Form 10-Q for the quarter had not yet been filed. The press release is furnished under Item 2.02 rather than filed.

May 28, 2020 8-K

Material Agreements

Williams-Sonoma 8-K Report, Material Agreement (May 15, 2020)

Williams-Sonoma, Inc. (WSM) disclosed in this Form 8-K, filed May 15, 2020, that on May 11, 2020 it amended its Seventh Amended and Restated Credit Agreement dated January 8, 2018, and entered into a new 364-Day Credit Agreement, both with Bank of America, N.A. as administrative agent. The company stated the transactions were intended to further strengthen its liquidity position, maximize its fortress balance sheet and maintain financial flexibility. The Credit Facility Amendment extends the maturity of the $300,000,000 unsecured term loan by one year, to January 8, 2022, and amends its interest rates. The $500,000,000 unsecured revolving line of credit maintains its January 8, 2023 maturity and existing rate structure. The new 364-Day Credit Agreement provides an additional $200,000,000 unsecured revolving line of credit maturing May 10, 2021. As of May 11, 2020, the company had $300,000,000 outstanding under the term loan and $500,000,000 outstanding under the revolving loan, and had not drawn on the 364-Day facility. Borrowing costs are tied to Bank of America's prime rate or LIBOR plus leverage-based margins, with the 364-Day facility carrying higher margins than the amended facilities. The credit facilities contain customary restrictive covenants, including a maximum leverage ratio test and limits on indebtedness, liens, acquisitions, mergers and asset dispositions. Obligations are guaranteed by certain U.S. subsidiaries. Events of default include non-payment, covenant violations, insolvency, material judgments, cross-defaults and change of control; an event of default would raise the applicable interest rate by 2% and could accelerate the obligations.

May 15, 2020 8-K

Financial Events

Williams-Sonoma 8-K Report, Financial Obligation (Mar 23, 2020)

Williams-Sonoma, Inc. disclosed in this Form 8-K (Item 2.03, Creation of a Direct Financial Obligation) that on March 23, 2020 it borrowed the entire available amount under its $500,000,000 unsecured revolving line of credit (the "Revolver"), totaling $487.8 million drawn. After this draw, a total of $500.0 million is outstanding under the Revolver, including $12.2 million in issued but undrawn standby letters of credit. The company stated the borrowing was a precautionary measure to increase its cash position and preserve maximum financial flexibility amid current uncertainty in global markets resulting from the COVID-19 outbreak. The Revolver is governed by the Seventh Amended and Restated Credit Agreement entered into on January 8, 2018, and matures on January 8, 2023, at which point all borrowings must be repaid and letters of credit must be cash collateralized. Interest on the Revolver can be elected either at a base rate plus a leverage-ratio-based margin of 0% to 0.775%, or at LIBOR for one week to six months plus a margin of 0.910% to 1.775%. For this $487.8 million draw, the company elected six-month LIBOR plus a 1.025% margin, for a total interest rate of 2.0045%. For investors, the filing signals that Williams-Sonoma fully utilized its committed revolving credit facility as a liquidity safeguard during the early COVID-19 market disruption. The filing itself does not state the company's cash balance or other liquidity measures, so the full effect on its financial position cannot be assessed from this document alone.

Mar 23, 2020 8-K

Williams-Sonoma 8-K Report, Financial Results (Mar 18, 2020)

Williams-Sonoma, Inc. (NYSE: WSM) reported results for its fourth fiscal quarter and fiscal year 2019 (ended February 2, 2020) in a press release furnished as Exhibit 99.1 under Item 2.02. Q4 19 net revenues were $1,843,590 thousand versus $1,836,436 thousand in Q4 18, with comparable brand revenue growth of 7.6% (versus 2.4% in Q4 18). Q4 GAAP diluted EPS was $2.10 and non-GAAP diluted EPS was $2.13. Q4 19 covered 13 weeks versus 14 weeks in Q4 18, which the company says affected year-over-year comparisons. For fiscal 2019 (52 weeks), net revenues were $5,898,008 thousand versus $5,671,593 thousand in fiscal 2018 (53 weeks), with comparable brand revenue growth of 6.0% (versus 3.7% in FY 18). GAAP diluted EPS was $4.49 and non-GAAP diluted EPS was $4.84, which the company says exceeded the high end of its guidance range. Operating cash flow was $607,294 thousand, and the company returned nearly $300 million to shareholders through dividends and share repurchases. GAAP ROIC was 20.9% and non-GAAP ROIC was 22.4%. The company is temporarily suspending its fiscal 2020 guidance because of the coronavirus outbreak and the resulting uncertainty in the operating environment. It reiterated long-term targets of total net revenue growth in the mid to high single digits, non-GAAP operating income growth in line with revenue growth, and above-industry-average ROIC. The filing notes that the company has not yet filed its Form 10-K for the year ended February 2, 2020, so the results are preliminary and subject to change.

Mar 18, 2020 8-K

Williams-Sonoma 8-K Report, Executive Changes (Mar 9, 2020)

Williams-Sonoma, Inc. filed this Form 8-K dated March 9, 2020 to report the appointment of William (Bill) Ready to its Board of Directors, effective immediately. The filing is administrative in nature: it reports a board change under Item 5.02(d) and does not contain financial results, guidance, or any financial statements. Per the attached press release (Exhibit 99.1), Ready has served as President of Commerce at Google LLC since January 2020. From 2013 until December 2019 he held various roles at PayPal Holdings, Inc., most recently Chief Operating Officer, overseeing the consumer, merchant, Venmo and Braintree businesses. The company said his experience leading high-growth companies and his digital commerce expertise would add value to the Board. The release also notes he has served on the board of Automatic Data Processing, Inc. since 2016. For investors, the significance is limited to governance. The announcement adds a director with substantial digital payments and e-commerce experience, which is relevant to a retailer whose brands are marketed through e-commerce websites, catalogs and stores. The filing discloses no compensation arrangements for Ready, no financial impact, and no other corporate actions.

Mar 9, 2020 8-K

Williams-Sonoma 8-K Report, Executive Changes (Jan 24, 2020)

Williams-Sonoma, Inc. filed this Form 8-K dated January 24, 2020, reporting an event of January 17, 2020. The filing is a limited Item 5.02 disclosure: director Grace Puma informed the company that she will not stand for re-election to the Board of Directors at the 2020 Annual Meeting of Stockholders. She will continue to serve as a director until that meeting. The company thanked her for her service. The filing contains no financial results, guidance, or financial statements. It does not state any reason for Ms. Puma's decision not to stand for re-election. The disclosure is primarily a board-composition and governance update, which may matter to investors tracking board refreshment ahead of the annual meeting. The filing is signed by Chief Financial Officer Julie Whalen on behalf of the company and identifies the common stock (par value $.01 per share) as trading under the symbol WSM on the New York Stock Exchange.

Jan 24, 2020 8-K