SanDisk 2013 Annual Report Download - page 36

PROPOSAL NO. 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed Ernst & Young LLP as the Company’s independent registered
public accounting firm for the fiscal year ending December 28, 2014, and is asking the Company’s
stockholders to ratify this appointment. The affirmative vote of the holders of a majority of the shares
present or represented by proxy at the Annual Meeting and entitled to vote on this Proposal No. 3 will be
required to ratify the appointment of Ernst & Young LLP.
The Audit Committee is not required to take any action as a result of the outcome of the vote on this
Proposal No. 3. In the event the stockholders fail to ratify the appointment, the Audit Committee will
reconsider its appointment of Ernst & Young LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 28, 2014. Even if this appointment is ratified, the
Audit Committee, in its discretion, may direct the appointment of a different independent registered
public accounting firm at any time if the Audit Committee determines that such a change would be in the
best interests of the Company and its stockholders.
Ernst & Young LLP has audited the Company’s financial statements annually since 1991. The
Company expects that representatives of Ernst & Young LLP will be present at the Annual Meeting and
that they will have the opportunity to make a statement if they desire to do so, and respond to appropriate
questions from stockholders.
Principal Accountant Fees and Services
The following is a summary of the fees incurred by the Company from Ernst & Young LLP for
professional services rendered during fiscal years 2013 and 2012:
2013 2012
Audit Fees(1) .................................................... $3,062,000 $2,861,000
Audit-Related Fees(2) .............................................. 472,000 157,000
Tax Fees(3) ...................................................... 537,000 698,000
All Other Fees(4) ................................................. 2,000 21,000
Total ......................................................... $4,073,000 $3,737,000
(1) Audit fees consisted of professional services provided in connection with the integrated audit of the Company’s
financial statements, including services provided in connection with the annual audit of the Company’s internal
control over financial reporting and review of the Company’s quarterly financial statements. The fees also
included professional services provided for new and existing statutory audits of subsidiaries or affiliates of the
Company.
(2) Audit-related fees consisted primarily of accounting consultations, services provided in connection with
regulatory filings, technical accounting guidance and other attestation services.
(3) Tax fees primarily included tax compliance fees, including expatriate compliance services. Total compliance fees
were $324,000 and $263,000 for fiscal year 2013 and 2012, respectively. Tax fees also include tax advice and tax
planning fees of $213,000 and $435,000 for fiscal year 2013 and 2012, respectively.
(4) All other fees primarily included research grant analysis and online research tools.
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