8-K

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):         July 27, 2012                                                                 

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)

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))

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

(c) On July 27, 2012, Williams-Sonoma, Inc. (the “Company”) announced that Julie P. Whalen, Senior Vice President, Acting Chief Financial Officer, Corporate Controller and Treasurer, has been appointed Executive Vice President, Chief Financial Officer, Corporate Controller and Treasurer. Ms. Whalen will serve as the Company’s principal financial officer and principal accounting officer.

Ms. Whalen, age 41, has served as the Company’s Acting Chief Financial Officer since March 2012, as Treasurer since 2011, and as Senior Vice President, Corporate Controller since 2006. She also served as the Company’s Vice President, Corporate Controller from 2003 until 2006. Ms. Whalen began her career in public accounting with KPMG. She is a Certified Public Accountant and holds a law degree from Pepperdine University.

In connection with Ms. Whalen’s appointment as Chief Financial Officer, the Compensation Committee of the Company’s Board of Directors (the “Committee”) approved an increase in Ms. Whalen’s annual base salary to $550,000. The Committee also approved an increase in her annual bonus target under the Company’s 2001 Incentive Bonus Plan to 70% of her base salary for the remaining portion of the Company’s 2012 fiscal year, subject to the Company attaining positive net cash flow provided by operating activities (excluding any non-recurring charges) as provided on the Company’s consolidated statements of cash flows in the last two fiscal quarters of the Company’s 2012 fiscal year. In addition, the Committee awarded Ms. Whalen a special cash bonus of $100,000 in recognition of her service as the Company’s Acting Chief Financial Officer.

The Committee also approved a grant of restricted stock units (“RSUs”) effective as of July 30, 2012 for 42,750 shares of the Company’s common stock under the Company’s 2001 Long-Term Incentive Plan, 50% of which vest on July 30, 2014 and the remaining 50% of which vest on July 30, 2016. Vesting of the RSUs is subject to Ms. Whalen’s continued service and subject to the Company attaining positive net cash flow provided by operating activities (excluding any non-recurring charges) as provided on the Company’s consolidated statements of cash flows in the last two fiscal quarters of the Company’s 2012 fiscal year.

Item 9.01. Financial Statements and Exhibits

(d) List of Exhibits:

99.1 Press Release dated July 27, 2012, titled Williams-Sonoma, Inc. Announces Appointment of Julie Whalen as Chief Financial Officer

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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: July 27, 2012	By:	/s/ Julie P. Whalen      Julie P. Whalen      Executive Vice President,      Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated July 27, 2012, titled Williams-Sonoma, Inc. Announces Appointment of Julie Whalen as Chief Financial Officer

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EX-99.1

Exhibit 99.1

PRESS RELEASE	Media Contact:	Leigh Oshirak
WILLIAMS-SONOMA, INC.		(415) 438-8106
3250 Van Ness Avenue	Investor Contact:	Steve Nelson
San Francisco, CA 94109		(415) 616-8754

FOR IMMEDIATE RELEASE

Williams-Sonoma, Inc. Announces Appointment of Julie Whalen as Chief Financial Officer

San Francisco, CA, July 27, 2012 – Williams-Sonoma, Inc. (NYSE:WSM) announced today that Julie Whalen, Senior Vice President, Acting Chief Financial Officer, has been appointed Executive Vice President, Chief Financial Officer.

Laura Alber, the company’s President and Chief Executive Officer, said, “I am delighted to announce this promotion from within our company. During her eleven years at Williams-Sonoma, Inc., including the past five months during which she served as Acting Chief Financial Officer, Julie has demonstrated tremendous leadership and a deep understanding of our business and values. I look forward to our continued partnership as we drive the company’s growth strategies and focus on delivering on our commitments to our shareholders.”

Adrian Bellamy, Chairman of the Board of Directors, commented, “Our Board believes that we must have the best management team in place to execute our business strategies for the future. Julie’s strong financial and accounting background, as well as her knowledge of the business, will further strengthen the senior management team of Williams-Sonoma, Inc. She has the full support of the Board.”

Whalen joined the company in 2001 as a leader in the Financial Planning organization and was promoted to Vice President, Corporate Controller in 2003, Senior Vice President in 2006, Treasurer in 2011, and Acting Chief Financial Officer in March 2012. Whalen began her career in public accounting with KPMG. She is a Certified Public Accountant and holds a law degree from Pepperdine University.

ABOUT WILLIAMS-SONOMA, INC.

Williams-Sonoma, Inc. is a specialty retailer of high-quality products for the home. These products representing seven distinct merchandise strategies – Williams-Sonoma (cookware and wedding registry), Pottery Barn (furniture and bridal registry), Pottery Barn Kids (kid’s furniture and baby registry), PBteen (girls’ bedding and boys’ bedding), West Elm (modern furniture and room decor), Williams-Sonoma Home (luxury furniture and decorative accessories) and Rejuvenation (lighting and hardware) – are marketed through 575 stores, seven direct mail catalogs and six e-commerce websites.

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