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24
KL2 2600873.8
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
Proposal No. 2 on Proxy Card
Action is to be taken at the Annual Meeting to ratify the selection of Ernst & Young LLP as independent registered public
accountants for the Company for fiscal year 2009.
Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and to be available to respond to
appropriate questions. They will have an opportunity to make a statement if they so desire.
Principal Accounting Fees and Services
The following are the fees billed by Ernst & Young LLP for services rendered during fiscal years 2007 and 2008:
Audit and Audit-related Fees
Ernst & Young billed the Company $2,583,000 for professional services rendered for the audit of the Company’ s annual
consolidated financial statements for fiscal year 2008 and its reviews of the interim financial statements included in the Company’ s
Forms 10-Q for that fiscal year and $3,450,745 for professional services rendered for the audit of the Company’ s annual consolidated
financial statements and its internal control over financial reporting for fiscal year 2007 and its interim reviews of the financial
statements included in the Company’ s Forms 10-Q for that fiscal year.
Tax Fees
Tax fees included services for international tax compliance, planning and advice. Ernst &Young LLP billed the Company for
professional services rendered for tax compliance, planning and advice in 2007 an aggregate of $22,500.
All Other Fees
No other fees were billed by Ernst & Young LLP for fiscal years 2007 and 2008.
The Audit Committee is responsible for approving every engagement of the Company’ s independent registered public accountants
to perform audit or non-audit services on behalf of the Company or any of its subsidiaries before such accountants can be engaged to
provide those services. The Audit Committee does not delegate its pre-approval authority. The Audit Committee has reviewed the
services provided to the Company by Ernst & Young LLP and believes that the non-audit/review services it has provided are
compatible with maintaining the auditor’ s independence.
Stockholder ratification of the selection of Ernst & Young LLP as the Company’ s independent registered public accountants is not
required by the Company’ s By-Laws or other applicable legal requirement. However, the Board is submitting the selection of Ernst &
Young LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the
Audit Committee will reconsider whether or not to continue to retain that firm. Even if the selection is ratified, the Audit Committee at
its discretion may direct the appointment of different independent registered public accountants at any time during the year or thereafter
if it determines that such a change would be in the best interests of the Company and its stockholders.
Vote Required for Approval
Ratification of the selection of Ernst & Young LLP as the Company’ s independent registered public accountants will require the
affirmative vote of the holders of a majority of the Shares present in person or by proxy and entitled to vote on the issue. There are no
rights of appraisal or dissenter’ s rights as a result of a vote on this issue.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
FOR FISCAL 2009, WHICH IS DESIGNATED AS PROPOSAL NO. 2.