Form 8-K - Current report

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): May 29, 2024

__________________

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 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.

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						Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Williams-Sonoma, Inc., effective May 29 , 2024

99.1						Press Release dated May 29, 2024, titled Williams-Sonoma, Inc. Announces Election of Andrew Campion to Board of Directors

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF WILLIAMS-SONOMA, INC.

The undersigned, Laura J. Alber, does hereby certify as follows:

1.The undersigned is the duly elected and acting President and Chief Executive Officer of Williams-Sonoma, Inc., a Delaware corporation (the “Corporation”).

2.The Certificate of Incorporation of the Corporation (the “Charter”) was originally filed with the Secretary of State of Delaware on March 8, 2011.

3.Pursuant to Section 242 and any other applicable provisions of the General Corporation Law of the State of Delaware, this Certificate of Amendment to the Charter (the “Certificate of Amendment”) amends and restates Article XI of the Charter in its entirety to read as follows:

To the fullest extent permitted by the DGCL, as it presently exists or may hereafter be amended from time to time, no director or officer of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. Without limiting the effect of the preceding sentence, if the DGCL is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or an officer of the corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

The corporation shall have the power to indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, she, his or her testator or his or her intestate is or was a director, officer, employee or agent of the corporation or any predecessor of the corporation or serves or served at any other enterprise as a director, officer, employee or agent at the request of the corporation or any predecessor to the corporation.

Neither any amendment nor repeal of this Article XI, nor the adoption of any provision of this Certificate of Incorporation or the Bylaws of the corporation inconsistent with this Article XI, shall eliminate or reduce the effect of this Article XI in respect of any matter occurring, or any cause of action, suit, claim or proceeding accruing or arising or that, but for this Article XI, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

4.The foregoing Certificate of Amendment has been duly adopted by the Corporation’s Board of Directors and stockholders in accordance with the provisions of Section 242 and any other applicable provisions of the General Corporation Law of the State of Delaware.

5.All other provisions of the Charter shall remain in full force and effect.

6.This Certificate of Amendment herein certified shall become effective immediately upon filing with the Office of the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by a duly authorized officer of the Corporation as of 29th day of May, 2024.


			By _/s/ Laura Alber_______________________ Laura J. Alber President and Chief Executive Officer

Exhibit 99.1

PRESS RELEASE

CONTACT:

WILLIAMS-SONOMA, INC.

Kendall Coleman

3250 Van Ness Avenue

Corporate Public Relations

San Francisco, CA 94109

(415) 616-7926

Jeremy Brooks

Investor Relations

(415) 733-2371

Williams-Sonoma, Inc. Announces Election of

Andrew Campion to Board of Directors

San Francisco, CA, May 29, 2024 – Williams-Sonoma, Inc. (NYSE: WSM) announced today that Andrew Campion has been elected to its Board of Directors.

“We are thrilled to have Andy join our Board,” said Laura Alber, President and Chief Executive Officer. “His background as an executive of a multinational, consumer-facing, public company combined with his extensive experience in brand and business growth strategy makes him a valuable addition to our Board.”

Scott Dahnke, Board Chair, joined Ms. Alber in welcoming Campion to the Board. “We are delighted to announce the addition of Andy to our Board. Andy’s experience leading enterprise financial management and planning teams, and cultivating operational excellence across organizations, is distinctive. He will provide our Board with valuable insights in these areas.”

From 2007 until April 2024, Campion served in executive leadership roles at Nike Inc., including as Chief Operating Officer, Chief Financial Officer, and head of global strategy. Prior to Nike, Campion spent over 11 years with The Walt Disney Company, ultimately serving as Senior Vice President of Corporate Development after prior leadership and management roles across global strategic planning, mergers and acquisitions, financial planning and analysis, operations planning, investor relations, and tax. Campion is currently Executive Chairman of Unrivaled Sports, a fast-emerging premium youth sports portfolio of businesses. Campion also currently serves on the Boards of Directors of The Starbucks Corporation, the Los Angeles 2028 Olympic and Paralympic Games, The Springhill Company, and the UCLA Anderson School of Management. Campion also founded and directs UCLA’s Sports Leadership and Management Program. Campion earned a B.A. in Economics at UCLA and an M.B.A. from UCLA’s Anderson School of Management. He also earned a Juris Doctor and Master’s Degree in Taxation from the University of San Diego.

ABOUT WILLIAMS-SONOMA, INC.

Williams-Sonoma, Inc. is the world’s largest digital-first, design-led and sustainable home retailer. The company’s products, representing distinct merchandise strategies — Williams Sonoma, Pottery Barn, Pottery Barn Kids, Pottery Barn Teen, West Elm, Williams Sonoma Home, Rejuvenation, Mark and Graham and GreenRow — are marketed through e-commerce websites, direct-mail catalogs and retail stores. These brands are also part of The Key Rewards, our loyalty and credit card program that offers members exclusive benefits across the Williams-Sonoma family of brands. We operate in the U.S., Puerto Rico, Canada, Australia, and the United Kingdom, offer international shipping to customers worldwide, and have unaffiliated franchisees that operate stores in the Middle East, the Philippines, Mexico, South Korea, and India, as well as e-commerce websites in certain locations. We are also proud to be a leader in our industry with our values-based culture and commitment to achieving our sustainability goals. Our company is Good By Design — we’ve deeply ingrained sustainability into our business. From our factories to your home, we’re united in a shared purpose to care for our people and our planet.

For more information on our sustainability efforts, please visit: https://sustainability.williams-sonomainc.com

WSM-IR

Cover Page	Feb. 02, 2025	May 29, 2024
Cover [Abstract]
Amendment Flag		false
Entity Central Index Key		0000719955
Document Type		8-K
Document Period End Date		May 29, 2024
Entity Registrant Name		Williams-Sonoma, Inc.
Entity Incorporation, State or Country Code		DE
Entity File Number		001-14077
Entity Tax Identification Number		94-2203880
Entity Address, Address Line One		3250 Van Ness Avenue
Entity Address, City or Town		San Francisco
Entity Address, State or Province		CA
Entity Address, Postal Zip Code		94109
City Area Code		415
Local Phone Number		421-7900
Written Communications		false
Soliciting Material		false
Pre-commencement Tender Offer		false
Pre-commencement Issuer Tender Offer		false
Title of 12(b) Security		Common Stock, par value $.01 per share
Trading Symbol		WSM
Entity Emerging Growth Company		false
Security Exchange Name		NYSE
Current Fiscal Year End Date	--02-02