Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On June 3, 2020, the Board of Directors of Williams-Sonoma, Inc. (the "Company") approved an amendment and restatement of the Company's bylaws (the "Amended and Restated Bylaws"), effective June 3, 2020. The Amended and Restated Bylaws amend Article 5.6 of the prior bylaws of the Company to eliminate the requirement that when there is no Chief Executive Officer of the Company ("CEO"), the Chairman of the Board shall serve as the acting CEO. The foregoing summary is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

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

On June 3, 2020, the Company held its 2020 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           64,395,019    421,186    60,910       6,057,219

Scott Dahnke 64,216,705 588,027 72,383 6,057,219 Anne Mulcahy 62,694,856 2,099,561 82,698 6,057,219 William Ready 64,256,672 556,203 64,240 6,057,219 Sabrina Simmons 64,367,066 447,675 62,374 6,057,219 Frits van Paasschen 63,984,378 828,330 64,407 6,057,219

All director nominees were duly elected.

Proposal 2: Advisory vote to approve executive compensation:

For Against Abstain Broker Non-Vote 52,525,294 12,164,890 186,931 6,057,219

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, 2021:



   For        Against    Abstain
69,029,881   1,840,677   63,776

Proposal 3 was approved.

Item 9.01 Financial Statements and Exhibits

(d) List of Exhibits:




  3.1         Amended and Restated Bylaws of Williams-Sonoma, Inc., effective
            June 3, 2020

  104       Cover Page Interactive Data File (embedded within the Inline XBRL
            document)


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