UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 3, 2020
Williams-Sonoma, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-14077 | 94-2203880 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
3250 Van Ness Avenue, San Francisco, California 94109 |
(Address of principal executive offices) |
Registrant’s telephone number, including area code (415) 421-7900
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: | Trading Symbol(s): | Name of each exchange on which registered: | ||
Common Stock, par value $.01 per share | WSM | New York Stock Exchange, Inc. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 3, 2020, the Board of Directors of Williams-Sonoma, Inc. (the “Company”) approved an amendment and restatement of the Company’s bylaws (the “Amended and Restated Bylaws”), effective June 3, 2020. The Amended and Restated Bylaws amend Article 5.6 of the prior bylaws of the Company to eliminate the requirement that when there is no Chief Executive Officer of the Company (“CEO”), the Chairman of the Board shall serve as the acting CEO. The foregoing summary is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
On June 3, 2020, the Company held its 2020 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 | 64,395,019 | 421,186 | 60,910 | 6,057,219 | ||||
Scott Dahnke | 64,216,705 | 588,027 | 72,383 | 6,057,219 | ||||
Anne Mulcahy | 62,694,856 | 2,099,561 | 82,698 | 6,057,219 | ||||
William Ready | 64,256,672 | 556,203 | 64,240 | 6,057,219 | ||||
Sabrina Simmons | 64,367,066 | 447,675 | 62,374 | 6,057,219 | ||||
Frits van Paasschen | 63,984,378 | 828,330 | 64,407 | 6,057,219 |
All director nominees were duly elected.
Proposal 2: Advisory vote to approve executive compensation:
For | Against | Abstain | Broker Non-Vote | |||
52,525,294 | 12,164,890 | 186,931 | 6,057,219 |
Proposal 2 was approved, on a non-binding advisory basis.
Proposal 3: Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2021:
For | Against | Abstain | ||
69,029,881 | 1,840,677 | 63,776 |
Proposal 3 was approved.
| Item 9.01 | Financial Statements and Exhibits |
(d) List of Exhibits:
3.1 | Amended and Restated Bylaws of Williams-Sonoma, Inc., effective June 3, 2020 | |||
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: June 9, 2020 | By: | /s/ Julie P. Whalen | ||||
Julie P. Whalen Chief Financial Officer |
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