On September 25, 2024, the Board of Directors (the “Board”) of Williams-Sonoma, Inc. (the “Company”), acting upon the recommendation of the Nominations, Corporate Governance and Social Responsibility Committee of the Board, amended and restated the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately. The Bylaws were updated to, among other things:
•clarify and further enhance procedural mechanics and informational requirements in connection with stockholder nominations of directors and submission of stockholder proposals pursuant to the advance notice provisions of the Bylaws;
•clarify the written representation requirements for all director nominees;
•clarify that the voting standard for the election of directors at any meeting of stockholders in which the number of director nominees exceeds the number of directors to be elected is a plurality of the shares voted, regardless of whether a quorum is present; and
•revise the indemnifications provisions of the Bylaws to (i) clarify that only officers elected or appointed by the Board will be entitled to indemnification pursuant to the Bylaws and (ii) that the Company will advance expenses to any director to the fullest extent permitted by law.
The Bylaws update also incorporates various other ministerial, clarifying and conforming changes.
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