Bed, Bath and Beyond 2012 Annual Report Download - page 50

RATIFICATION OF APPOINTMENT OF AUDITORS (PROPOSAL 2)
Who has been appointed as the Auditors?
The Audit Committee has appointed KPMG LLP to serve as our independent auditors for fiscal 2013, subject to ratification by
our shareholders. Representatives of KPMG LLP will be present at the Annual Meeting to answer questions. They will also have
the opportunity to make a statement if they desire to do so. If the proposal to ratify their appointment is not approved, other
certified public accountants will be considered by the Audit Committee. Even if the proposal is approved, the Audit
Committee, in its discretion, may direct the appointment of new independent auditors at any time during the year if it
believes that such a change would be in the best interest of the Company and its shareholders.
What were the fees incurred by the Company for professional services rendered by and products purchased
from KPMG LLP?
The fees incurred by the Company for professional services rendered by and products purchased from KPMG LLP for fiscal 2012
and the fiscal year ended February 25, 2012 (‘‘fiscal 2011’’) were as follows:
2012 2011
Audit Fees $1,481,000 $1,200,000
Audit-Related Fees 7,500 —
Tax Fees 59,000 67,000
All Other Fees 3,000 —
$1,550,500 $1,267,000
In fiscal 2012 and fiscal 2011, in accordance with the SEC’s definitions and rules, ‘‘audit fees’’ included fees associated with the
annual audit of the Company’s financial statements, the assessment of the Company’s internal control over financial reporting
as integrated with the annual audit of the Company’s financial statements and the quarterly reviews of the financial
statements included in its Form 10-Q filings. In fiscal 2012, ‘‘audit fees’’ also included fees for additional procedures required
due to the acquisitions of Linen Holdings, LLC and Cost Plus, Inc. and ‘‘audit-related fees’’ included fees for procedures
required due to a Form S-8 registration statement. In fiscal 2012 and fiscal 2011, ‘‘tax fees’’ included fees associated with tax
planning, tax compliance (including review of tax returns) and tax advice (including tax audit assistance). The Audit Committee
has concluded that the provision of the foregoing services is compatible with maintaining KPMG LLP’s independence. In
addition to fees for audit and non-audit services, the Company paid a subscription fee for a KPMG sponsored research product,
reflected above in the ‘‘all other fees.’’
In accordance with the Audit Committee charter, the Audit Committee must pre-approve all audit and non-audit services
provided to the Company by its outside auditor. To the extent permitted by applicable laws, regulations and NASDAQ rules,
the Committee may delegate pre-approval of audit and non-audit services to one or more members of the Committee. Such
member(s) must then report to the full Committee at its next scheduled meeting if such member(s) pre-approved any audit or
non-audit services.
In fiscal 2012 and fiscal 2011, all (100%) audit and non-audit services were pre-approved in accordance with the Audit
Committee charter.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS FOR FISCAL 2013.
BED BATH & BEYOND PROXY STATEMENT
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