Williams-Sonoma (WSM) investors approve 2026 board slate, pay plan and Deloitte as auditor

Rhea-AI Filing Summary

Williams-Sonoma, Inc. held its 2026 Annual Meeting of Stockholders on June 18, 2026. Stockholders elected all eight director nominees, including Laura Alber, Arianna Huffington, and others, each receiving over 95 million votes in favor, with several above 100 million.

Stockholders also approved, on a non-binding advisory basis, the company’s executive compensation, with about 85.0 million votes for, 16.2 million against, and 257,590 abstentions, alongside 7.1 million broker non-votes. In addition, they ratified the selection of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027, with approximately 102.9 million votes for and relatively few votes against or abstaining.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Laura Alber: 101,258,346 votes Executive compensation support: 85,014,187 votes for Executive compensation opposition: 16,178,546 votes against +3 more

6 metrics

Votes for Laura Alber 101,258,346 votes Director election at 2026 Annual Meeting

Executive compensation support 85,014,187 votes for Advisory say-on-pay vote at 2026 Annual Meeting

Executive compensation opposition 16,178,546 votes against Advisory say-on-pay vote at 2026 Annual Meeting

Broker non-votes on pay 7,114,756 broker non-votes Executive compensation advisory vote

Auditor ratification for votes 102,876,706 votes for Ratification of Deloitte & Touche LLP for FY ending Jan 31, 2027

Auditor ratification against votes 5,660,415 votes against Ratification of Deloitte & Touche LLP

Key Terms

Annual Meeting of Stockholders, Broker Non-Vote, non-binding advisory basis, independent registered public accounting firm, +1 more

5 terms

Annual Meeting of Stockholders regulatory

"On June 18, 2026, Williams-Sonoma, Inc. ... held its 2026 Annual Meeting of Stockholders"

Broker Non-Vote regulatory

"Name of Director | For | Against | Abstain | Broker Non-Vote"

non-binding advisory basis regulatory

"Proposal 2 was approved, on a non-binding advisory basis."

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm regulatory

"selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

ratification regulatory

"Proposal 3: Ratification of the selection of Deloitte & Touche LLP"

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Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 18, 2026

__________________

Williams-Sonoma, Inc.

(Exact name of registrant as specified in its charter)

__________________

Delaware

001-14077

94-2203880

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

3250 Van Ness Avenue, San Francisco, California

94109

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (415) 421-7900

N/A

(Former name or former address, if changed since last report)

__________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol(s):

Name of each exchange on which registered:

Common Stock, par value $.01 per share

WSM

New York Stock Exchange, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders

On June 18, 2026, Williams-Sonoma, Inc. (the “Company”) held its 2026 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			101,258,346			150,110			41,867			7,114,756
Esi Eggleston Bracey			100,800,604			598,295			51,424			7,114,756
Andrew Campion			100,828,231			557,825			64,267			7,114,756
Scott Dahnke			95,821,244			5,569,520			59,559			7,114,756
Anne Finucane			96,608,761			4,791,661			49,901			7,114,756
Arianna Huffington			100,592,969			755,157			102,197			7,114,756
William Ready			78,538,330			22,859,139			52,854			7,114,756
Frits van Paasschen			96,263,913			5,131,473			54,937			7,114,756

All director nominees were duly elected.

Proposal 2:  Advisory vote to approve executive compensation:

For			Against			Abstain			Broker Non-Vote
85,014,187			16,178,546			257,590			7,114,756

Proposal 2 was approved, on a non-binding advisory basis.

Proposal 3:  Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027:

For			Against			Abstain
102,876,706			5,660,415			27,958

Proposal 3 was approved.

2

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: June 22, 2026			By:			/s/ Jeffrey E. Howie
						Jeffrey E. Howie
						Chief Financial Officer

3

FAQ

What did Williams-Sonoma (WSM) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing eight directors, approving executive compensation on an advisory basis, and ratifying Deloitte & Touche LLP as independent auditor for the fiscal year ending January 31, 2027.

Were all Williams-Sonoma (WSM) director nominees elected at the 2026 meeting?

Yes, all eight director nominees were elected. Each director received more votes “For” than “Against,” with several, including Laura Alber and Arianna Huffington, receiving over 100 million affirmative votes plus additional broker non-votes.

How did Williams-Sonoma (WSM) shareholders vote on executive compensation in 2026?

Shareholders approved executive compensation on a non-binding advisory basis, with 85,014,187 votes for, 16,178,546 against, 257,590 abstentions, and 7,114,756 broker non-votes, indicating overall support for the company’s pay practices.

Which auditor did Williams-Sonoma (WSM) shareholders ratify for the 2027 fiscal year?

Shareholders ratified Deloitte & Touche LLP as Williams-Sonoma’s independent registered public accounting firm for the fiscal year ending January 31, 2027, with 102,876,706 votes for, 5,660,415 against, and 27,958 abstentions.

Did any Williams-Sonoma (WSM) proposals fail at the 2026 annual meeting?

No, all three proposals passed. Shareholders elected all director nominees, approved executive compensation on a non-binding advisory basis, and ratified Deloitte & Touche LLP as the independent registered public accounting firm for the upcoming fiscal year.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB