Pizza Hut 2010 Annual Report Download - page 40

9MAR201101381779
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 2011. The Audit Committee of the Board of Directors has selected KPMG to audit our consolidated
financial statements. During fiscal 2010, 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 2010 and 2009?
The following table presents fees for professional services rendered by KPMG for the audit of the
Company’s annual financial statements for 2010 and 2009, and fees billed for audit-related services, tax
services and all other services rendered by KPMG for 2010 and 2009.
Proxy Statement
2010 2009
Audit fees(1) .................................. $4,800,000 $4,800,000
Audit-related fees(2) ............................ 300,000 400,000
Audit and audit-related fees ....................... 5,100,000 5,200,000
Tax fees(3) .................................... 500,000 400,000
All other fees ................................. — —
Total fees .................................... $5,600,000 $5,600,000
(1) Audit fees for 2010 and 2009 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 2010 and 2009 included 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 2009 also included $82,500 for fees for audits of carved-out financial statements
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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