Pottery Barn 2008 Annual Report Download - page 112

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PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
What is this proposal?
This is a proposal to ratify the selection of Deloitte & Touche LLP, or Deloitte, as our independent registered
public accounting firm for the fiscal year ending January 31, 2010. The Audit and Finance Committee selected
Deloitte as our independent registered public accounting firm for the year ending January 31, 2010, subject to
ratification by our shareholders. Although shareholder ratification of our independent registered public
accounting firm is not required by law, as a matter of corporate governance, we are requesting that our
shareholders ratify such selection.
What relationship does Deloitte currently have with us?
Deloitte has audited our financial statements for the last twenty-nine years. Based in part upon information
provided by Deloitte, the Audit and Finance Committee determined that Deloitte is independent under applicable
independence standards.
Will a Deloitte representative be present at the Annual Meeting?
A Deloitte representative will be present at the Annual Meeting and will have the opportunity to make a
statement. Deloitte’s representative will be available to respond to appropriate questions.
What services did Deloitte provide in fiscal 2008?
Deloitte’s services for fiscal 2008 included:
• The issuance of an opinion on (i) our annual consolidated financial statements, (ii) the effectiveness of
our internal control and (iii) our 401(k) plan;
• Review of our quarterly condensed consolidated financial statements; and
• Audit services related to periodic filings made with the SEC.
In fiscal 2008, Deloitte also performed certain audit-related and tax services, and discussed certain matters with
our Audit and Finance Committee, each of which is more fully described in the Audit and Finance Committee
Report and the Audit and Related Fees section below.
What vote is required to approve this proposal?
To approve this proposal, a majority of the shares represented and voting at the Annual Meeting and a majority
of the quorum required to transact business at the Annual Meeting must vote “FOR” this proposal.
What will happen if shareholders vote against this proposal?
If shareholders vote against this proposal, we will consider interviewing other independent registered public
accounting firms. There can be no assurance, however, that we will choose to appoint another independent
registered public accounting firm even if this proposal is not approved.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE
RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 31,
2010.
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