iRobot 2014 Annual Report Download - page 43

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37
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 2015 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 2014 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 2014. 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 27, 2014 and December 28, 2013.
2014 2013
Audit Fees $ 963,497 $ 895,013
Audit-Related Fees 124,569 38,499
Tax Fees 150,000 6,900
All Other Fees 3,394 3,394
Total $ 1,241,460 $ 943,806
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 associated with services related to review of accounting for significant transactions 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
and compliance.
All Other Fees
All other fees include licenses to technical accounting research software. The audit committee has determined that the provision
of services described above to us by PricewaterhouseCoopers LLP is compatible with maintaining their independence.
Proxy Statement