Williams Sonoma Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight director nominees to serve one-year terms until the 2027 Annual Meeting.

2. 2

   Advisory Vote to Approve Executive Compensation

   ManagementBoard: FOR

   Non-binding advisory 'Say on Pay' vote to approve the compensation of the Named Executive Officers as disclosed in the proxy statement.

   More detail

   This advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s executive compensation program as disclosed in the proxy. Management is seeking shareholder approval to validate its pay-for-performance approach, which the Compensation Committee designs to attract, retain and motivate executives while linking pay to multi-year financial metrics and stockholder returns. The Company emphasizes a compensation mix focused heavily on performance-based RSUs (PSUs) and time-based RSUs, with the CEO’s target pay skewed toward PSUs (63% in 2025, increased to 73% for 2026), and PSU metrics that include revenue growth, EPS, operating cash flow and adjusted ROIC. The Compensation Discussion and Analysis highlights strong fiscal 2025 financial outcomes (record EPS, high ROIC and large TSR) and correspondingly large payouts under the Annual Bonus Plan and PSUs, which management argues demonstrate alignment between pay and performance. The Compensation Committee retained independent consultant Pay Governance, engaged in stockholder outreach, and adjusted program design (peer group, PSU weighting, clawback policy, ownership guidelines) to respond to investor feedback. The vote is advisory and non-binding, but the Board states it will consider significant negative votes in future program changes. Given historically high support (85% in prior year) and the Board’s unanimous recommendation, management presents this proposal as a reaffirmation of the current compensation framework and outcomes; however, the scale of realized compensation—particularly the CEO’s large bonus and PSU payouts in 2025—may raise governance scrutiny among some investors and proxy advisors despite the Company’s strong performance metrics. Overall, the proposal centers on whether shareholders accept the Board’s judgment that the program’s structure, performance metrics, governance safeguards and demonstrated outcomes appropriately align executive incentives with long-term stockholder value.

3. 3

   Ratification of the Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit and Finance Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027.

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When is the Williams Sonoma Inc 2026 annual meeting?

Williams Sonoma Inc (WSM) holds its 2026 annual shareholder meeting on Thursday, June 18, 2026.

What is the record date for the Williams Sonoma Inc 2026 meeting?

The record date for the Williams Sonoma Inc 2026 meeting is Tuesday, April 21, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Williams Sonoma Inc's 2026 meeting?

The board is presenting 8 director nominees at the Williams Sonoma Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Williams Sonoma Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Williams Sonoma Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.