iRobot 2012 Annual Report Download - page 42

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36
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS
The audit committee of the board of directors has retained the firm of PricewaterhouseCoopers LLP, independent
registered public accountants, to serve as independent registered public accountants for our 2013 fiscal year.
PricewaterhouseCoopers LLP has served as our independent registered public accounting firm since 1999. The audit committee
reviewed and discussed its selection of, and the performance of, PricewaterhouseCoopers LLP for our 2012 fiscal year. As a
matter of good corporate governance, the audit committee has determined to submit its selection to stockholders for ratification.
If the selection of independent registered public accountants is ratified, the audit committee in its discretion may select a
different independent registered public accounting firm at any time during the year if it determines that such a change would be
in the best interests of us and our stockholders.
The audit committee of the board of directors has implemented procedures under our audit committee pre-approval
policy for audit and non-audit services, or the Pre-Approval Policy, to ensure that all audit and permitted non-audit services to
be provided to us have been pre-approved by the audit committee. Specifically, the audit committee pre-approves the use of
PricewaterhouseCoopers LLP for specified audit and non-audit services, within approved monetary limits. If a proposed service
has not been pre-approved pursuant to the Pre-Approval Policy, then it must be specifically pre-approved by the audit
committee before it may be provided by PricewaterhouseCoopers LLP. Any pre-approved services exceeding the pre-approved
monetary limits require specific approval by the audit committee. For additional information concerning the audit committee
and its activities with PricewaterhouseCoopers LLP, see “The Board of Directors and Its Committees” and “Report of the Audit
Committee of the Board of Directors.”
Representatives of PricewaterhouseCoopers LLP attended all of the standard audit committee meetings in 2012. We
expect that a representative of PricewaterhouseCoopers LLP will attend the annual meeting, and the representative will have an
opportunity to make a statement if he or she so desires. The representative will also be available to respond to appropriate
questions from stockholders.
PricewaterhouseCoopers LLP Fees
The following table shows the aggregate fees for professional services rendered by PricewaterhouseCoopers LLP to us
during the fiscal years December 29, 2012 and December 31, 2011.
2012 2011
Audit Fees $ 819,724 $ 837,421
Audit-Related Fees 53,775 —
Tax Fees 39,500 133,390
All Other Fees 3,394 3,394
Total $ 916,393 $ 974,205
Audit Fees
Audit Fees for both years consist of fees for professional services associated with the annual consolidated financial
statements audit, statutory filings, consents and assistance with and review of documents filed with the Securities and Exchange
Commission.
Audit-Related Fees
Consists of fees for accounting consultations and other services that were reasonably related to the performance of audits
or reviews of our financial statements and were not reported above under “Audit Fees.”
Tax Fees
Tax Fees consist of fees for professional services rendered for assistance with federal, state, local and international tax
planning compliance.