wsm-20240416

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

Williams-Sonoma, Inc.

(Name of Registrant as Specified In Its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

3250 Van Ness Avenue

San Francisco, California 94109

www.williams-sonomainc.com

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS


Meeting Date and Time	Virtual Meeting	Record Date
Wednesday, May 29, 2024, 9:00 a.m. Pacific Time	Virtual meeting via live webcast. Registration is required online at register.proxypush.com/wsm.	You may vote if you were a stockholder of record as of the close of business on April 2, 2024.

The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Williams-Sonoma, Inc. (the “Company” or “we” or “us”) will be held as a virtual-only meeting on May 29, 2024 at 9:00 a.m. Pacific Time. The Notice of Internet Availability of Proxy Materials will be mailed, and the attached proxy statement is being made available, to our stockholders beginning on or about April 16, 2024.

Agenda

At the Annual Meeting, stockholders will be asked to vote on the following proposals:


PROPOSAL	BOARD VOTING RECOMMENDATION	PAGE REFERENCE (FOR MORE DETAIL)
Management Proposals
The election of our Board of Directors	FOR each Director	1
An advisory vote on executive compensation	FOR	26
Amendment to certificate of incorporation to include an officer exculpation provision	FOR	74
The ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 2, 2025	FOR	75

Stockholders may also transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting.

Important notice regarding the availability of proxy materials for the Annual Meeting.

This Proxy Statement and our Annual Report on Form 10-K are available at our website at ir.williams-sonomainc.com/financial-reports-page.

Other Important Information

The platform for the virtual Annual Meeting includes functionality that affords validated stockholders substantially the same meeting participation rights and opportunities they would have at an in-person meeting. Stockholders who attend the Annual Meeting by following the instructions below will have the opportunity to vote and submit questions or comments electronically during the Annual Meeting.

Access and Log-in Instructions for Virtual Annual Meeting

Only stockholders of record and beneficial owners of shares of our common stock as of the close of business on April 2, 2024, the record date, may attend and participate in the Annual Meeting, including voting and asking questions during the Annual Meeting. You will not be able to attend the Annual Meeting in person.


Williams-Sonoma, Inc. \| 2024 Proxy Statement \| Page i


Notice of 2024 Annual Meeting of Stockholders

To virtually attend the Annual Meeting, you must register at register.proxypush.com/wsm. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting.

As part of the registration process, you must enter the control number located on your proxy card, voting instruction form, or Notice of Internet Availability. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank, or other nominee as part of the registration process.

On the day of the Annual Meeting, May 29, 2024, stockholders may begin to log in to the virtual-only Annual Meeting 15 minutes prior to the start of the Annual Meeting. The Annual Meeting will begin promptly at 9:00 a.m. Pacific Time.

How Beneficial Owners May Participate in the Virtual Annual Meeting

If you hold your shares in street name through an intermediary, such as a bank, broker or other nominee, to attend and submit questions at the virtual Annual Meeting, you must obtain a control number in advance. This is a different number than what is on your voting instruction form. To obtain a control number, follow the instructions provided by your bank, broker or other nominee. Once you have your new control number, please follow the steps set forth above to access the virtual Annual Meeting.

If you hold your shares in street name, in order to vote during the virtual Annual Meeting, you also must obtain in advance a “legal proxy” from your bank, broker or other nominee. To cast your vote during the meeting, follow the instructions on the virtual Annual Meeting website for completing an online ballot and submit the completed ballot along with a copy of your legal proxy via email.

List of Stockholders

The names of stockholders of record entitled to vote will also be available for inspection by stockholders of record for 10 days prior to the Annual Meeting. If you are a stockholder of record and want to inspect the stockholder list, please send a written request by writing to: Williams-Sonoma, Inc., Attention: Corporate Secretary, 3250 Van Ness Avenue, San Francisco, California 94109 to arrange for electronic access to the stockholder list.

YOUR VOTE IS IMPORTANT


Instructions for submitting your proxy are provided in the Notice of Internet Availability of Proxy Materials, the Proxy Statement, and your proxy card. It is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in the proxy materials. Please submit your proxy through the Internet, by telephone, or by completing the enclosed proxy card and returning it in the enclosed envelope. You may revoke your proxy at any time prior to its exercise at the virtual Annual Meeting.

By Order of the Board of Directors

David King

Secretary

April 16, 2024


Williams-Sonoma, Inc. \| 2024 Proxy Statement \| Page ii


Proxy Summary

This summary highlights selected information in this proxy statement. Please review the entire proxy statement before voting.

Voting Items

Proposal 1: Election of Directors

Our six continuing directors and our director nominee are experienced leaders who bring a mix of qualifications, attributes and skills relevant to our business and strategy.

The Board Recommends a Vote
FOR each director nominee

Director Nominees

Position

Independence

Age

Director Since

Laura Alber

Chief Executive Officer,
President, and Director

Not Independent

2010

Esi Eggleston Bracey

Director

Independent

2021

Andrew Campion

Director Nominee

Independent

—

Scott Dahnke

Board Chair

Independent

2019

Anne Finucane

Director

Independent

2021

William Ready

Director

Independent

2020

Frits van Paasschen

Director

Independent

2017


Demographics1			Skills and Experience


Tenure
Age
Gender Diversity
Racial Diversity


			Public Company Executive (Seven out of Seven)
			Consumer Goods/ Merchandising (Five out of Seven)
			ESG (Five out of Seven)
			Financial (Seven out of Seven)
			Government Relations/ Public Policy (Two out of Seven)
			Growth & Corporate Strategy (Seven out of Seven)
			International (Seven out of Seven)
			Marketing & Brand Building (Seven out of Seven)
			Retail (Five out of Seven)
			Supply Chain (Four out of Seven)
			Technology (Three out of Seven)

1 Demographic statistics assume the election of all director nominees at the Annual Meeting.


Williams-Sonoma, Inc. \| 2024 Proxy Statement \| Page iii


Proxy Summary

Proposal 2: Advisory Vote to Approve Executive Compensation


Our executive officer compensation program is constructed to attract, retain, and motivate a highly qualified executive team to support our primary objective of creating long-term value for stockholders, while maintaining direct links between executive pay, individual performance, the Company’s financial performance, and stockholder returns.			The Board Recommends a Vote FOR the approval of the compensation of our named executive officers, as described in this proxy statement

2023 Financial Performance

Key highlights for fiscal year 2023, both financially and for our stockholders, included:

•Comparable Brand Revenue of -9.9% with a 2-year comp of -3.4% and a 4-year comp of 35.6%.

•GAAP gross margin of 42.6%; non-GAAP gross margin(1) of 42.7%, up 20 basis points and 30 basis points, respectively, from last year.

•GAAP Diluted earnings per share, or EPS, and non-GAAP Diluted EPS(1) of $14.55 and $14.85, respectively.

•One-Year Total Stockholder Return ("TSR") of 69%, exceeding both our peer group (-7%) and the S&P 400 Index (6%).

•Three-Year TSR of 73%, exceeding both our peer group (17%) and the S&P 400 Index (18%).

Strong Say on Pay Support

Last year’s say-on-pay proposal was approved by approximately 98% of stockholder votes cast for or against. We continued to invest in our relationship with our stockholder community following the 2023 Annual Meeting, including engagement to consider enhancements to our compensation program in fiscal 2023. As a result of our say-on-pay vote, the Compensation Committee retained its general approach to executive compensation and continued to apply the same general pay-for-performance principles and philosophy as in prior fiscal years.

(1)A reconciliation of the GAAP to non-GAAP diluted earnings per share and non-GAAP gross margin may be found on pages 10 to 11 in Exhibit 99.1 to our Form 8-K filed with the Securities and Exchange Commission on March 13, 2024.


CEO Target Pay Mix

Other NEO Average Target Pay Mix


Williams-Sonoma, Inc. \| 2024 Proxy Statement \| Page iv


Proxy Summary

Proposal 3: Amendment to the Amended and Restated Certificate of Incorporation to Include an Officer Exculpation Provision


Our Board has unanimously adopted a resolution to amend our amended and restated certificate of incorporation, subject to stockholder approval, to provide for the elimination or limitation of monetary liability of certain officers of the Company for breaches of the fiduciary duty of care. This provision would not exculpate any officers from liability for breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. Nor would this provision exculpate such officers from liability for claims brought by or in the right of the corporation, such as derivative claims. Our Board believes it is necessary to provide protection to officers to the fullest extent permitted by law in order to attract and retain top talent. This protection has long been afforded to directors, and accordingly, our Board believes that this proposal is fair and in the best interests of the Company and its stockholders.			The Board Recommends a Vote FOR the approval of the amendment to certificate of incorporation to include an officer exculpation provision

Proposal 4: Ratification of the Selection of Independent Register Public Accounting Firm


Based on the Audit and Finance Committee’s assessment of the qualifications and performance of Deloitte & Touche LLP, the Board believes that the retention of Deloitte & Touche LLP for fiscal 2024 is in our best interests of our stockholders.			The Board Recommends a Vote FOR the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 2, 2025.


Williams-Sonoma, Inc. \| 2024 Proxy Statement \| Page v

2024 Proxy Statement

Table of Contents


PROPOSAL 1 Election of Directors			1
Director Nominees			1
Nominee Selection Process			2
Stockholder Recommendations			2
Board Diversity and Experience			3
Board Skills Matrix			4
Director Independence and Renomination Considerations			5
Director Nominee Biographies			6
Corporate Governance
Corporate Governance Highlights			13
Board Leadership Structure			13
Board Responsibilities			13
Responsibilities of the CEO			13
The Board and Its Committees			14
Director Onboarding and Continuing Education			17
CEO and Executive Succession Planning			17
Service on Other Boards of Directors			18
Corporate Governance Guidelines and Code of Business Conduct and Ethics			18
Communicating with Members of the Board			18
Risk Oversight			19


The Role of Management in Risk Oversight			19
Compensation Risk Oversight			20
Cybersecurity Risk Oversight			21
ESG Oversight			22
Director Compensation			22
PROPOSAL 2 Advisory Vote to Approve Executive Compensation			26
Compensation Discussion and Analysis			29
Executive Compensation Tables			56
Information Concerning Executive Officers			73
PROPOSAL 3 Amendment to the Amended and Restated Certificate of Incorporation to Include an Officer Exculpation Provision			74
PROPOSAL 4 Ratification of the Selection of Independent Register Public Accounting Firm			75
Certain Relationships and Related Transactions			79
Security Ownership of Principal Stockholders and Management			80
Stockholder Proposals			82
General Information			83
Appendix A			88


Table of Contents


PROPOSAL 1: Election of Directors

Upon the recommendation of our Nominations, Corporate Governance and Social Responsibility Committee, our Board of Directors (the “Board,” and each member a “Director”) has nominated the persons set forth in the tables below, each to serve on our Board for a one-year term until the 2025 Annual Meeting of Stockholders and until his or her successor is elected and qualified. Our Board has no reason to believe that any of the nominees will be unwilling or unable to serve as a director. However, if any nominee will not serve or for good cause is unable to serve as a director, the discretionary authority provided in the enclosed proxy will be exercised to vote for a substitute candidate designated by the Board, unless the Board chooses to reduce its own size.

There are no family or special relationships between any director nominee or executive officer and any other director nominee or executive officer. There are no arrangements or understandings between any director nominee or executive officer and any other person pursuant to which he or she has been or will be selected as our director and/or executive officer.

Director Nominees

SEC Form DEF 14A filed by Williams-Sonoma Inc.