8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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

Date of Report (Date of earliest event reported): November 9, 2021

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Williams-Sonoma, Inc.

(Exact name of registrant as specified in its charter)

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3250 Van Ness Avenue, San Francisco, California 94109

(Address of principal executive offices)

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

N/A

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

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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:

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) On November 9, 2021, the Board of Directors (the “Board”) of Williams-Sonoma, Inc. (the “Company”) appointed Anne Finucane to serve as a director of the Company, effective immediately. The Company issued a press release announcing the appointment of Ms. Finucane to the Board.

Ms. Finucane will receive the standard compensation available to the Company’s current non-employee directors, which is discussed in the Company’s Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on April 16, 2021, but on a pro-rated basis for the initial year. The Company will also enter into its standard form of indemnification agreement with Ms. Finucane, which agreement is filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on September 9, 2011.

A copy of the press release is attached hereto as Exhibit 99.1. The information in the press release will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

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.

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Document

Exhibit 99.1

Williams-Sonoma, Inc. Announces Appointment of

Anne Finucane to Board of Directors

San Francisco, CA, November 9, 2021 – Williams-Sonoma, Inc. (NYSE: WSM) announced today that Anne Finucane has been appointed to its Board of Directors.

“We are delighted to have Anne join our Board,” said Laura Alber, President and Chief Executive Officer. “Her extensive experience in the financial services industry combined with her deep commitment to environmental, social, and governance matters makes her a valuable addition to our Board.”

Scott Dahnke, Board Chair, joined Ms. Alber in welcoming Ms. Finucane to the Board. “We are pleased to announce the addition of Anne to our Board. Her distinguished career in banking, her strategic marketing expertise, and her leadership in corporate social responsibility will provide our Board with key insights in these areas.”

Ms. Finucane has been Vice Chairman of Bank of America Corporation, a global financial services company, since July 2015 and Chairman of the Board of Bank of America Europe since July 2018. Ms. Finucane served as Global Chief Strategy and Marketing Officer for Bank of America from 2006 through July 2015 and served as Northeast Market President from 2004 through July 2015. During her 25-plus years as a senior leader at Bank of America and its legacy firms, Ms. Finucane has led the bank’s environmental and climate finance efforts and has served as senior advisor to four chief executive officers and the Board of Directors. As a member of the executive management team, Ms. Finucane is responsible for the strategic positioning of Bank of America and leads the company’s environmental, social, governance, sustainable finance, and public policy efforts. Ms. Finucane is also the chair of Bank of America’s Global ESG Committee, which directs all of the company’s ESG efforts. She also co-chairs the Sustainable Markets Committee, stewards Bank of America’s climate business initiative of $1 trillion by 2030, oversees the company’s $2 billion Community Development Financial Institution portfolio, and chairs the Bank of America Charitable Foundation. Ms. Finucane announced her intention to retire from Bank of America at the end of this year while maintaining her position as Chair of Bank of America Europe.

ABOUT WILLIAMS-SONOMA, INC.

Williams-Sonoma, Inc. is the world’s largest digital-first, design-led and sustainable home retailer. The company’s products, representing distinct merchandise strategies — Williams Sonoma, Pottery Barn, Pottery Barn Kids, Pottery Barn Teen, West Elm, Williams Sonoma Home, Rejuvenation, and Mark and Graham — are marketed through e-commerce websites, direct-mail catalogs and retail stores. These brands are also part of The Key Rewards, our free-to-join loyalty program that offers members exclusive benefits across the Williams-Sonoma family of brands. We operate in the U.S., Puerto Rico, Canada, Australia and the United Kingdom, offer international shipping to customers worldwide, and have unaffiliated franchisees that operate stores in the Middle East, the Philippines, Mexico, South Korea and India, as well as e-commerce websites in certain locations. We are also proud to lead the industry with our Environmental, Social and Governance (“ESG”) efforts. Our company is Good By Design — we’ve deeply engrained sustainability into our business. From our factories to your home, we’re united in a shared purpose to care for our people and our planet.

For more information on our ESG efforts, please visit: https://sustainability.williams-sonomainc.com/

WSM-IR