wsm-20230414

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

Williams-Sonoma, Inc.

(Name of Registrant as Specified In Its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

3250 Van Ness Avenue

San Francisco, California 94109

www.williams-sonomainc.com

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS


MEETING DATE:			May 31, 2023

TIME:			9:00 a.m. Pacific Time

PLACE:			Virtual meeting via live webcast. Registration is required online at register.proxypush.com/wsm.

ITEMS OF BUSINESS:			1) The election of our Board of Directors;

			2) An advisory vote on executive compensation;

			3) An advisory vote on the frequency of an advisory vote to approve executive compensation;

			4) The ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 28, 2024; and

			5) Such other business as may properly come before the meeting or any adjournment or postponement of the meeting.

RECORD DATE:			You may vote if you were a stockholder of record as of the close of business on April 5, 2023.

Williams-Sonoma, Inc.’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”) will be held as a virtual-only meeting on May 31, 2023 at 9:00 a.m. Pacific Time.

The platform for the virtual Annual Meeting includes functionality that affords validated stockholders the same meeting participation rights and opportunities they would have at an in-person meeting. Stockholders who attend the Annual Meeting by following the instructions below will have the opportunity to vote and submit questions or comments electronically during the Annual Meeting.

Access and Log-in Instructions for Virtual Annual Meeting

Only stockholders of record and beneficial owners of shares of our common stock as of the close of business on April 5, 2023, the record date, may attend and participate in the Annual Meeting, including voting and asking questions during the Annual Meeting. You will not be able to attend the Annual Meeting in person.

To virtually attend the Annual Meeting, you must register at register.proxypush.com/wsm. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting.

As part of the registration process, you must enter the control number located on your proxy card, voting instruction form, or Notice of Internet Availability. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process.

On the day of the Annual Meeting, May 31, 2023, stockholders may begin to log in to the virtual-only Annual Meeting 15 minutes prior to the start of the Annual Meeting. The Annual Meeting will begin promptly at 9:00 a.m. Pacific Time.

How Beneficial Owners May Participate in the Virtual Annual Meeting

If you hold your shares in street name through an intermediary, such as a bank, broker or other nominee, to attend and submit questions at the virtual Annual Meeting, you must obtain a control number in advance. This is a different number than what is on your voting instruction form. To obtain a control number, follow the instructions provided by your bank, broker or other nominee. Once you have your new control number, please follow the steps set forth above to access the virtual Annual Meeting.

If you hold your shares in street name, in order to vote during the virtual Annual Meeting, you also must obtain in advance a “legal proxy” from your bank, broker or other nominee. To cast your vote during the meeting, follow the instructions on the virtual Annual Meeting website for completing an online ballot and submit the completed ballot along with a copy of your legal proxy via email.

List of Stockholders

During the virtual Annual Meeting, a list of our stockholders of record will be available for viewing by stockholders who signed into the virtual Annual Meeting website with a valid control number by following the instructions on the virtual Annual Meeting website. The names of stockholders of record entitled to vote will also be available for inspection by stockholders of record for 10 days prior to the Annual Meeting. If you are a stockholder of record and want to inspect the stockholder list, please send a written request by writing to: Williams-Sonoma, Inc., Attention: Corporate Secretary, 3250 Van Ness Avenue, San Francisco, California 94109 to arrange for electronic access to the stockholder list.


By Order of the Board of Directors

David King Secretary April 14, 2023

YOUR VOTE IS IMPORTANT

Instructions for submitting your proxy are provided in the Notice of Internet Availability of Proxy Materials, the Proxy Statement and your proxy card. It is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in the proxy materials. Please submit your proxy through the Internet, by telephone, or by completing the enclosed proxy card and returning it in the enclosed envelope. You may revoke your proxy at any time prior to its exercise at the virtual Annual Meeting.


			Page
GENERAL INFORMATION			1

CORPORATE GOVERNANCE			6

PROPOSAL 1—ELECTION OF DIRECTORS			19

PROPOSAL 2 —ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			26

PROPOSAL 3—ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			28

PROPOSAL 4—RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			29

AUDIT AND FINANCE COMMITTEE REPORT			31

EXECUTIVE COMPENSATION			33

INFORMATION CONCERNING EXECUTIVE OFFICERS			78

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			79

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT			80

STOCKHOLDER PROPOSALS			82

NOTE ABOUT FORWARD-LOOKING STATEMENTS			83

INFORMATION REFERENCED IN THIS PROXY STATEMENT			83

AVAILABILITY OF PROXY STATEMENT AND ANNUAL REPORT ON FORM 10-K			84


			Fiscal 2022
Per-Committee Meeting Attendance Fee			—
Annual Cash Compensation for Board Service(1)(2)			$80,000
Annual Equity Grant for Board Service(2)(3)(4)			$165,000
Annual Cash Compensation to Board Chair(1)(2)			$100,000
Annual Equity Grant to Board Chair(2)(3)			$100,000
Annual Cash Compensation to Chair of the Audit and Finance Committee(1)			$22,500
Annual Equity Grant to Chair of the Audit and Finance Committee(3)			$22,500
Annual Cash Compensation to Chair of the Compensation Committee(1)(2)			$15,000
Annual Equity Grant to Chair of the Compensation Committee(2)(3)			$15,000
Annual Cash Compensation to Chair of the Nominations, Corporate Governance and Social Responsibility Committee(1)			$12,500
Annual Equity Grant to Chair of the Nominations, Corporate Governance and Social Responsibility Committee(3)			$12,500
Annual Compensation to Member of the Audit and Finance Committee(5)			$17,500
Annual Compensation to Member of the Compensation Committee(5)(2)			$15,000
Annual Compensation to Member of the Nominations, Corporate Governance and Social Responsibility Committee(5)(2)			$10,000


(1)			The annual cash compensation is paid in quarterly installments so long as the non-employee director continues to serve on the Board at the time of such payments.
(2)			Any cash compensation or equity grant otherwise payable to Scott Dahnke will be paid directly to or transferred from Mr. Dahnke to a non-investment fund affiliate of his employer, of which he does not have any voting or dispositive control.
(3)			The annual equity grant is awarded on the date of the Annual Meeting. Equity grants are made in the form of restricted stock units. These restricted stock units vest on the earlier of one year from the date of grant or the day before the next regularly scheduled annual meeting, subject to continued service through the vesting date. The number of restricted stock units granted is determined by dividing the total monetary value of each award, as set forth in the table, by the closing price of our common stock on the trading day prior to the grant date, rounding down to the nearest whole share. Directors also receive dividend equivalent payments with respect to outstanding restricted stock unit awards, which are paid upon the vesting of the underlying restricted stock units.
(4)			Directors who are appointed to the Board after the company’s last Annual Meeting receive an equity grant on the appointment date on a prorated basis based on the number of days that the director is scheduled to serve between the appointment date to the Board and the date one year from the prior year’s Annual Meeting.
(5)			Compensation for membership on each Board committee is paid 50% in cash and 50% in equity.


	Fees Earned or Paid in Cash($)(1)	Stock Awards($)(2)	All Other Compensation($)(3)(4)	Total ($)
Esi Eggleston Bracey.................................	$88,540	$173,715(5)	$56	$262,311
Scott Dahnke............................................	$199,810	$284,878(6)	$2,181	$486,869
Anne Finucane..........................................	$83,338	$169,878(7)	$19,046	$272,262
Anne Mulcahy..........................................	$31,287	—	$12,399	$43,686
Paula Pretlow...........................................	$97,929	$187,403(8)	$6,350	$291,682
William Ready..........................................	$93,041	$181,135(9)	—	$274,176
Sabrina Simmons......................................	$35,360	—	$139	$35,499
Frits van Paasschen....................................	$100,000	$184,972(10)	$3,293	$288,265


Nominee
Laura Alber Chief Executive Officer, President, and Director, Williams-Sonoma, Inc. Age 54 Director since 2010			Qualifications, Experience, and Expertise Contributed to the Board •Extensive retail industry, merchandising, operational, ecommerce, and supply chain experience, including 27 years of experience with the company •Implemented successful growth strategies, including Pottery Barn Kids, Pottery Barn Bed + Bath, PBteen, Business-to-Business, and Marketplace as well as the company’s global expansion •Leads the company's ESG initiatives, including the company's equity action plan __________________________________________________________________________ Experience •Chief Executive Officer since 2010 •President since 2006 •President, Pottery Barn Brands, 2002 – 2006 •Executive Vice President, Pottery Barn, 2000 – 2002 •Senior Vice President, Pottery Barn Catalog and Pottery Barn Kids Retail, 1999 – 2000 __________________________________________________________________________ Other Boards U.S. Listed Companies •Director, salesforce.com, inc. (customer relationship management software) since 2021 •Director, Fitbit, Inc. (fitness trackers), 2016 – 2021 Other •Trustee, University of Pennsylvania Board of Trustees since 2018 __________________________________________________________________________ Education •B.A., University of Pennsylvania


Nominee
Esi Eggleston Bracey President, Unilever USA (consumer goods), CEO, Personal Care North America Age 52 Independent Director since 2021 Committee: •Audit and Finance Committee			Qualifications, Experience, and Expertise Contributed to the Board •Seasoned consumer products and beauty executive with extensive experience in general management, marketing, brand-building, innovation, and leading consumer brands •Strong understanding of global retail operations and organizational development •Strong experience in ESG and building diverse, high performing teams _________________________________________________________________________

SEC Form DEF 14A filed by Williams-Sonoma Inc.