01—Abstract
Summary
Summary of the 8-K filed May 31, 2024. Cited figures are marked; the original filing is the authoritative source.
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.
02—Key points
Key Highlights
- Stockholders approved the Officer Exculpation Amendment on May 29, 2024, extending the certificate's exculpation provision to officers; it became effective the same day upon filing with the Delaware Secretary of State.
- All seven director nominees were elected at the 2024 Annual Meeting, including Andrew Campion, who was newly elected to the Board.
- William Ready received 10,496,352 votes against, compared with a range of 44,892,513 to 55,343,807 votes for the other nominees' tallies, which is a notably higher opposition count than other directors received.
- The advisory say-on-pay vote on executive compensation was approved, with 52,029,895 votes for and 3,313,558 against.
- Deloitte & Touche LLP was ratified as the independent registered public accounting firm for the fiscal year ending February 2, 2025, with 57,438,518 votes for and 1,548,033 against.
- Broker non-votes totaled 3,595,728 on each proposal listed in the filing.
- The press release states Campion previously served at Nike Inc. from 2007 until April 2024, including as Chief Operating Officer and Chief Financial Officer.
03—Questions
Frequently Asked Questions
What does the Officer Exculpation Amendment change?
It updates the exculpation provision in the Company's Amended and Restated Certificate of Incorporation to cover officers. The filing refers to the April 16, 2024 Definitive Proxy Statement for a description and to Exhibit 3.1 for the full text of the Certificate of Amendment.
When did the amendment take effect?
The amendment became effective upon the filing of the Certificate of Amendment with the Delaware Secretary of State on May 29, 2024, the same day stockholders approved it.
Who joined the Board of Directors?
Andrew Campion was elected to the Board. A press release dated May 29, 2024 (Exhibit 99.1) states that he previously held executive roles at Nike Inc. from 2007 until April 2024, including Chief Operating Officer and Chief Financial Officer, and that he served over 11 years at The Walt Disney Company.
Did any director nominee receive significant opposition?
William Ready received 10,496,352 votes against and 44,892,513 votes for, with 39,526 abstentions. The other nominees received far fewer votes against, ranging from 44,568 to 780,589.
Which auditor did stockholders ratify?
Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending February 2, 2025, with 57,438,518 votes for, 1,548,033 against, and 37,568 abstentions.
04—Continue