Williams-Sonoma Files 8-K with Corporate Updates

TL;DR

WSM filed an 8-K detailing corporate actions, bylaws changes, and shareholder votes.

AI Summary

Williams-Sonoma, Inc. filed an 8-K on May 29, 2024, reporting on several corporate events. These include amendments to its articles of incorporation or bylaws, submission of matters to a vote of security holders, and other events. The filing also includes financial statements and exhibits.

Why It Matters

This filing provides shareholders with official updates on significant corporate actions and governance matters for Williams-Sonoma, Inc.

Risk Assessment

Risk Level: low — This is a routine corporate filing detailing standard procedural events and does not indicate any immediate financial distress or significant operational changes.

Key Players & Entities

• Williams-Sonoma, Inc. (company) — Registrant
• May 29, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-14077 (filing_number) — SEC File Number
• 94-2203880 (tax_id) — IRS Employer Identification No.
• 3250 Van Ness Avenue (address) — Address of principal executive offices
• San Francisco (city) — City of principal executive offices
• California (state) — State of principal executive offices
• 94109 (zip_code) — ZIP code of principal executive offices
• 415-421-7900 (phone_number) — Registrant's telephone number

FAQ

Filing Documents

• wsm-20240529.htm (8-K) — 54KB
• exhibit31certificateofamen.htm (EX-3.1) — 10KB
• exhibit991williams-sonomai.htm (EX-99.1) — 12KB
• 0001628280-24-026073.txt ( ) — 210KB
• wsm-20240529.xsd (EX-101.SCH) — 2KB
• wsm-20240529_lab.xml (EX-101.LAB) — 22KB
• wsm-20240529_pre.xml (EX-101.PRE) — 13KB
• wsm-20240529_htm.xml (XML) — 3KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 29, 2024, upon the recommendation of the Board, the Company's stockholders approved an amendment (the "Officer Exculpation Amendment") to the Company's Amended and Restated Certificate of Incorporation to update the exculpation provision to cover officers. The Officer Exculpation Amendment became effective upon the filing of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Amendment") with the Delaware Secretary of State on May 29, 2024. A description of the Officer Exculpation Amendment is set forth on page 74 of the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 16, 2024, which description is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders On May 29, 2024, the Company held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the following proposals were voted on by the Company's stockholders: Proposal 1: Election of Board of Directors: Name of Director For Against Abstain Broker Non-Vote Laura Alber 55,330,082 64,109 34,200 3,595,728 Esi Eggleston Bracey 55,145,065 247,270 36,056 3,595,728 Andrew Campion 55,343,807 44,568 40,016 3,595,728 Scott Dahnke 54,608,442 780,589 39,360 3,595,728 Anne Finucane 54,823,479 569,824 35,088 3,595,728 William Ready 44,892,513 10,496,352 39,526 3,595,728 Frits van Paasschen 54,978,821 410,693 38,877 3,595,728 All director nominees were duly elected. Proposal 2: Advisory vote to approve executive compensation: For Against Abstain Broker Non-Vote 52,029,895 3,313,558 84,938 3,595,728 Proposal 2 was approved, on a non-binding advisory basis. Proposal 3 : Amendment to the Amended and Restated Certificate of Incorporation to Include an Officer Exculpation Provision: For Against Abstain Broker Non-Vote 52,427,691 2,910,837 89,863 3,595,728 Based on the votes set forth above, Proposal 3 was approved. On May 29, 2024, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation, at which point the Amendment became effective. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference. 2 Proposal 4: Ratification of the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending February 2, 2025: For Against Abstain 57,438,518 1,548,033 37,568 Proposal 4 was approved.

01. Other Events

Item 8.01. Other Events On May 29, 2024, the Company issued a press release announcing the election of Andrew Campion to the Company's Board of Directors. A copy of the Company's press release is attached as Exhibit 99.1 and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) List of Exhibits: 3.1 Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Williams-Sonoma, Inc., effective May 29 , 2024 99.1 Press Release dated May 29, 2024, titled Williams-Sonoma, Inc. Announces Election of Andrew Campion to Board of Directors 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WILLIAMS-SONOMA, INC. Date: May 31, 2024 By: /s/ Jeffrey E. Howie Jeffrey E. Howie Chief Financial Officer 4

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View this 8-K filing on SEC EDGAR