Williams-Sonoma (WSM) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 11, 2025, with virtual participation and voting rights for shareholders of record as of April 14, 2025.

• Key proposals: election of eight directors, advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as independent auditor.

• Board recommends voting FOR all proposals.

• Proxy materials and annual report are available online, with robust stockholder engagement and feedback mechanisms.

Voting matters and shareholder proposals

• Shareholders will vote on the election of eight director nominees, an advisory say-on-pay vote, and auditor ratification.

• Majority voting standard applies for director elections; board recommends FOR all nominees and proposals.

• No stockholder proposals are included this year.

Board of directors and corporate governance

• Board consists of eight nominees, seven of whom are independent; 50% are gender and/or racially diverse.

• Board skills include capital markets, public company executive experience, consumer goods, financial, government relations, strategy, international, marketing, retail, supply chain, sustainability, and technology.

• Board committees: Audit and Finance, Compensation, and Nominations, Corporate Governance and Social Responsibility, all chaired by independent directors.

• 12-year term limit for non-employee directors, annual board and committee evaluations, and proxy access rights.

• Strong stock ownership requirements for directors and executives.