Pizza Hut 2008 Annual Report Download - page 34

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ITEM 2: RATIFICATION OF INDEPENDENT AUDITORS
(Item 2 on the Proxy Card)
What am I voting on?
A proposal to ratify the selection of KPMG LLP (‘‘KPMG’’) as our independent auditors for fiscal
year 2009. The Audit Committee of the Board of Directors has selected KPMG to audit our consolidated
financial statements. During fiscal 2008, KPMG served as our independent auditors and also provided
other audit-related and non-audit services.
Will a representative of KPMG be present at the meeting?
Representatives of KPMG will be present at the Annual Meeting and will have the opportunity to
make a statement if they desire and will be available to respond to appropriate questions from
shareholders.
What vote is required to approve this proposal?
Approval of this proposal requires the affirmative vote of a majority of the shares present in person or
represented by proxy and entitled to vote at the Annual Meeting. If the selection of KPMG is not ratified,
the Audit Committee will reconsider the selection of independent auditors.
What is the recommendation of the Board of Directors?
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU
VOTE FOR APPROVAL OF THIS PROPOSAL.
What fees did we pay to KPMG for audit and other services for fiscal years 2008 and 2007?
The following table presents fees for professional services rendered by KPMG for the audit of the
Company’s annual financial statements for 2008 and 2007, and fees billed for audit-related services, tax
services and all other services rendered by KPMG for 2008 and 2007.
Proxy Statement
2008 2007
Audit fees(1) .................................. $5,200,000 $5,700,000
Audit-related fees(2) ............................ 900,000 300,000
Audit and audit-related fees ....................... 6,100,000 6,000,000
Tax fees(3) .................................... 500,000 600,000
All other fees ................................. — —
Total fees .................................... $6,600,000 $6,600,000
(1) Audit fees for 2008 and 2007 include fees for the audit of the annual consolidated financial
statements, reviews of the interim condensed consolidated financial statements included in the
Company’s quarterly reports, audits of the effectiveness of the Company’s internal controls over
financial reporting, statutory audits and services rendered in connection with the Company’s securities
offerings.
(2) Audit-related fees for 2008 and 2007 consisted principally of fees for audits of carved-out financial
statements, audits of financial statements of certain employee benefit plans, agreed upon procedures
related to certain state tax credits and other attestations. Audit related fees for 2008 also include
$675,000 in fees that were reimbursed to the Company by a franchisee in connection with services
performed related to an acquisition of Company restaurants by the franchisee.
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