The company said the Board of Directors amended and restated the Amended and Restated Bylaws on September 25, 2024, acting on the recommendation of the Nominations, Corporate Governance and Social Responsibility Committee, and the changes took effect immediately.

1. 01

   The company said the Board of Directors amended and restated the Amended and Restated Bylaws on September 25, 2024, acting on the recommendation of the Nominations, Corporate Governance and Social Responsibility Committee, and the changes took effect immediately.

2. 02

   Williams-Sonoma said the Bylaws clarify and enhance the procedures and information requirements for stockholder nominations of directors and stockholder proposals under the advance notice provisions.

3. 03

   The company said it clarified that the voting standard for director elections in which nominees exceed the seats to be filled is a plurality of the shares voted, regardless of whether a quorum is present, and that it also clarified the written representation requirements for all director nominees.

4. 04

   It said it revised the indemnification provisions to clarify that only officers elected or appointed by the Board are entitled to indemnification under the Bylaws, and that the company will advance expenses to any director to the fullest extent permitted by law.

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