Pizza Hut 2013 Annual Report Download - page 41
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YUM! BRANDS, INC.-2014Proxy Statement 19
Proxy Statement
ITEM2 Ratication of Independent Auditors
(Item2ontheProxyCard)
What am I voting on?
A proposal to ratify the selection of KPMG LLP (“KPMG”) as our independent auditors for fiscal year 2014. The Audit
Committee of the Board of Directors has selected KPMG to audit our consolidated financial statements. During fiscal2013,
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 were KPMG’s fees for audit and other services for fiscal years 2013 and 2012?
The following table presents fees for professional services rendered by KPMG for the audit of the Company’s annual
financial statements for 2013 and 2012, and fees billed for audit-related services, tax services and all other services
rendered by KPMG for 2013 and 2012.
2013 2012
Audit fees(1) $ 6,330,000 $ 5,680,000
Audit-related fees(2) 360,000 1,180,000
Audit and audit-related fees 6,690,000 6,860,000
Tax fees(3) 980,000 790,000
All other fees(4) — 40,000
TOTAL FEES $ 7,670,000 $ 7,690,000
(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 audits of financial statements of certain employee benefit plans, agreed upon procedures and other attestations. Audit-related fees
in 2012 also included due diligence assistance.
(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.