Williams-Sonoma Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
$WSM
Home Furnishings
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 29, 2024
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 29, 2024, upon the recommendation of the Board, the Company's stockholders approved an amendment (the "Officer Exculpation Amendment") to the Company's Amended and Restated Certificate of Incorporation to update the exculpation provision to cover officers. The Officer Exculpation Amendment became effective upon the filing of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Amendment") with the Delaware Secretary of State on May 29, 2024.
A description of the Officer Exculpation Amendment is set forth on page 74 of the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 16, 2024, which description is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
On May 29, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the following proposals were voted on by the Company’s stockholders:
Proposal 1: Election of Board of Directors:
| Name of Director | For | Against | Abstain | Broker Non-Vote | ||||||||||
| Laura Alber | 55,330,082 | 64,109 | 34,200 | 3,595,728 | ||||||||||
| Esi Eggleston Bracey | 55,145,065 | 247,270 | 36,056 | 3,595,728 | ||||||||||
| Andrew Campion | 55,343,807 | 44,568 | 40,016 | 3,595,728 | ||||||||||
| Scott Dahnke | 54,608,442 | 780,589 | 39,360 | 3,595,728 | ||||||||||
| Anne Finucane | 54,823,479 | 569,824 | 35,088 | 3,595,728 | ||||||||||
| William Ready | 44,892,513 | 10,496,352 | 39,526 | 3,595,728 | ||||||||||
| Frits van Paasschen | 54,978,821 | 410,693 | 38,877 | 3,595,728 | ||||||||||
All director nominees were duly elected.
Proposal 2: Advisory vote to approve executive compensation:
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 52,029,895 | 3,313,558 | 84,938 | 3,595,728 | ||||||||
Proposal 2 was approved, on a non-binding advisory basis.
Proposal 3: Amendment to the Amended and Restated Certificate of Incorporation to Include an Officer Exculpation Provision:
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 52,427,691 | 2,910,837 | 89,863 | 3,595,728 | ||||||||
Based on the votes set forth above, Proposal 3 was approved. On May 29, 2024, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation, at which point the Amendment became effective. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
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Proposal 4: Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 2, 2025:
| For | Against | Abstain | ||||||
| 57,438,518 | 1,548,033 | 37,568 | ||||||
Proposal 4 was approved.
Item 8.01. Other Events
On May 29, 2024, the Company issued a press release announcing the election of Andrew Campion to the Company's Board of Directors. A copy of the Company’s press release is attached as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits | |||||||
| (d) | List of Exhibits: | |||||||
| 3.1 | ||||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WILLIAMS-SONOMA, INC. | ||||||||
| Date: May 31, 2024 | By: | /s/ Jeffrey E. Howie | ||||||
| Jeffrey E. Howie | ||||||||
| Chief Financial Officer | ||||||||
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