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)

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:

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

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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.

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INDEX TO EXHIBITS

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