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): August 5, 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 August 5, 2021, the Board of Directors (the “Board”) of Williams-Sonoma, Inc. (the “Company”) appointed Paula Pretlow to serve as a director of the Company, effective immediately. Ms. Pretlow will also serve on the Company’s Audit and Finance Committee. The Company issued a press release announcing the appointment of Ms. Pretlow to the Board.

Ms. Pretlow 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. Pretlow, 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

Paula Pretlow to its Board of Directors

San Francisco, CA, August 5, 2021 – Williams-Sonoma, Inc. (NYSE: WSM) announced today that Paula Pretlow has been appointed to its Board of Directors and will also become a member of the Company’s Audit and Finance Committee.

“We are thrilled to have Paula join our Board. Paula has notable leadership experience from some of the world’s largest financial institutions,” said Laura Alber, President and Chief Executive Officer. “That experience, combined with her commitment to giving back to the community, which aligns with Williams-Sonoma, Inc.’s own values, makes her a valuable addition to our Board.”

Scott Dahnke, Board Chair, joined Ms. Alber in welcoming Ms. Pretlow. “We are delighted to welcome Paula to the Board. Her expertise helping company leaders maximize shareholder and stakeholder value will contribute to Williams-Sonoma, Inc.’s continued success.”

Ms. Pretlow is a former Senior Vice President of The Capital Group, where she led the firm's public fund business development and client relationship group. Prior to joining The Capital Group, she worked for Montgomery Asset Management and Blackrock (formerly Barclays Global Investors). She began her career as a corporate banker with Wells Fargo Bank. Ms. Pretlow is a member of the board of directors and the audit committees of Ares Dynamic Credit Allocation Fund, Inc. and Vroom, Inc., and a member of the board of directors of Bitwise Industries. She is also an independent trustee and audit committee chair for Cion Ares Diversified Credit Fund. In addition, she currently serves as a member of the board of trustees of The Kresge Foundation, The Harry and Jeannette Weinberg Foundation, and Northwestern University. Ms. Pretlow holds a Bachelor of Arts in Political Science and a Master of Business Administration, both from Northwestern University, and is a 2017 fellow of Stanford’s Distinguished Careers Institute.

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