Bed, Bath and Beyond 2014 Annual Report Download - page 51

RATIFICATION OF APPOINTMENT OF AUDITORS (PROPOSAL 2)
Who has been appointed as the Auditors?
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company’s
independent registered public accounting firm. The Audit Committee has appointed KPMG LLP to serve as our independent
auditors for fiscal 2015, subject to ratification by our shareholders. The Company’s auditors have been KPMG LLP for every year
that it has been a public company. The Audit Committee and the Board of Directors believe that the continued retention of
KPMG LLP as our independent registered public accounting firm is in the best interest of the Company and 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 Audit Committee is responsible for the approval of the audit fee associated with the Company’s retention of KPMG LLP.
The fees incurred by the Company for professional services rendered by and products purchased from KPMG LLP for fiscal 2014
and the fiscal year ended March 1, 2014 (‘‘fiscal 2013’’) were as follows:
2014 2013
Audit Fees $1,214,000 $1,214,000
Audit-Related Fees 86,000 —
Tax Fees 81,000 210,000
All Other Fees 3,000 3,000
$1,384,000 $1,427,000
In fiscal 2014 and fiscal 2013, 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 2014, ‘‘audit-related fees’’ included fees for procedures required due to a
Form S-3 registration statement and for a review of the accounting for the accelerated share repurchase program. In fiscal
2014 and fiscal 2013, ‘‘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, in fiscal
2014 and 2013, 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 2014 and fiscal 2013, 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 2015.
BED BATH & BEYOND PROXY STATEMENT
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