Pizza Hut 2012 Annual Report Download - page 36
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YUM! BRANDS, INC.-2013Proxy Statement18
Proxy Statement
ITEM2 Rati cation of Independent Auditors
(Item2ontheProxyCard)
What am I voting on?
A proposal to ratify the selection of KPMGLLP (“KPMG”) as our independent auditors for fi scal year 2013. The Audit Committee of
the Board of Directors has selected KPMG to audit our consolidated fi nancial statements. During fi scal 2012, 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 affi rmative 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 ratifi ed, 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 voteFOR approval of this proposal.
What were KPMG’s fees for audit and other services for fi scal years 2012 and 2011?
The following table presents fees for professional services rendered by KPMG for the audit of the Company’s annual fi nancial statements
for 2012 and 2011, and fees billed for audit-related services, tax services and all other services rendered by KPMG for 2012 and 2011.
2012 2011
Audit fees(1) $ 5,66 0,000 $ 5,650 ,000
Audit-related fees(2) 1,18 0,000 31 0,000
Audit and audit-related fees 6,84 0,000 5,96 0,000
Tax fees(3) 79 0,000 95 0,000
All other fees(4) 40,000 —
TOTAL FEES $ 7,67 0,000 $ 6,91 0,000
(1) Audit fees 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 include due diligence assistance, audits of financial statements of certain employee benefit plans, agreed upon procedures and other attestations.
(3) Tax fees consist principally of fees for international tax compliance, VAT services and tax audit assistance.
(4) All other fees consist of fees for advisory services related to the Company’s expansion in an international market.