Williams-Sonoma (WSM) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 18, 2026, will be held virtually, with voting on director elections, executive compensation, and auditor ratification.

• Eight director nominees, seven of whom are independent, bring diverse skills in retail, finance, technology, and sustainability; 50% are gender and/or racially diverse.

• Strong financial performance in fiscal 2025: 3.5% comparable brand revenue growth, $1.42B operating income, 46.2% gross margin, and record EPS of $8.84.

• Five-year total stockholder return of 249%, significantly exceeding peer group and S&P 500.

Voting matters and shareholder proposals

• Proposals include election of directors, advisory vote on executive compensation (Say on Pay), and ratification of Deloitte & Touche LLP as independent auditor.

• Board recommends voting FOR all proposals.

• No stockholder proposals are included this year.

Board of directors and corporate governance

• Board is majority independent, with an independent chair and fully independent committees.

• Annual elections for all directors; 12-year term limit for non-employee directors.

• Board diversity: 50% gender and/or racially diverse; average independent director tenure is five years.

• Board and committees conduct annual self-assessments and regular refreshment.

• Proxy access rights and majority voting for directors in uncontested elections.