Williams-Sonoma Inc.
09/27/2024 | Press release | Distributed by Public on 09/27/2024 15:13
Amendments to Bylaws Form 8 K
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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.
The foregoing summary of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Bylaws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.